10-Q

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, 2015

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.)

 16415 Addison Road, Suite 300

Addison, Texas  75001

 (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 10, 2015, was 203,052,344 shares of Common Stock, $0.0001 par value.  

COPSYNC, INC.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2015

TABLE OF CONTENTS

		Page
PART I.  FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
	Balance Sheets at June 30, 2015 (unaudited) and December 31, 2014	3
	Statements of Operations (unaudited) for the three months and six months ended June 30, 2015 and 2014	5
	Statements of Cash Flows (unaudited) for the six months ended June 30, 2015 and 2014	6
	Notes to Financial Statements	8
ITEM 2.	Management’s Discussion And Analysis of Financial Condition and Results of Operations	22
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risks	27
ITEM 4.	Controls and Procedures	27
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	28
ITEM 1A.	Risk Factors	28
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
ITEM 3.	Defaults Upon Senior Securities	28
ITEM 4.	Mine Safety Disclosures	28
ITEM 5.	Other Information	28
ITEM 6.	Exhibits	29
SIGNATURES		30

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)

COPSYNC, INC.

Balance Sheets

ASSETS
	June 30,			December 31,
	2015			2014
	(Unaudited)			(Audited)
CURRENT ASSETS
Cash and cash equivalents	$	142,604		$	587,459
Accounts receivable, net		225,349			223,622
Inventories		305,693			246,077
Prepaid expenses and other current assets		273,276			270,148
Deferred loan costs		-			50,000
Total Current Assets		946,922			1,377,306
PROPERTY AND EQUIPMENT
Leased property under capital lease		35,098			35,098
Computer hardware		80,475			72,070
Computer software		36,936			36,936
Fleet vehicles		142,059			174,094
Furniture and fixtures		10,467			10,467
Total Property and Equipment		305,035			328,665
Less: Accumulated Depreciation		(167,447	)		(152,789	)
Net Property and Equipment		137,588			175,876
TOTAL ASSETS	$	1,084,510		$	1,553,182

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

3

COPSYNC, INC.

Balance Sheets (Continued)

LIABILITIES AND STOCKHOLDERS' DEFICIT
	June 30,			December 31,
	2015			2014
	(Unaudited)			(Audited)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,370,238		$	1,526,612
Deferred revenues		2,315,601			2,526,990
Obligation under capital lease, current portion		7,982			7,632
Convertible notes payable, current portion		398,786			9,608
Three Year, 50% notes payable		197,625			121,500
Notes payable, current portion		983,616			669,789
Total Current Liabilities		6,273,848			4,862,131
LONG-TERM LIABILITIES
Deferred revenues		887,164			1,142,437
Obligation under capital lease		23,386			27,466
Convertible notes payable		178,718			389,178
Three Year, 50% notes payable, net of $198,263 discount, non-current portion		233,749			291,118
Notes payable, non-current portion		31,955			56,639
Total Long-Term Liabilities		1,354,972			1,906,838
Total Liabilities		7,628,820			6,768,969
COMMITMENTS AND CONTINGENCIES  (Note 14)		-			-
STOCKHOLDERS' DEFICIT
Series A Preferred stock, par value $0.0001 per share,  1,000,000 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; 203,052,344 and 201,852,444 issued and  outstanding, respectively		20,301			20,184
Common stock to be issued, 30,000 and 300,000 shares, respectively		3,000			42,000
Additional paid-in-capital		18,390,295			17,630,254
Accumulated deficit		(24,957,953	)		(22,908,272	)
Total Stockholders' Deficit		(6,544,310	)		(5,215,787	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,084,510		$	1,553,182

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

4

COPSYNC, INC.

Statements of Operations

(unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
REVENUES
Hardware, installation and other revenues	$	499,278		$	934,916		$	1,001,935		$	1,839,847
Software license/subscription revenues		747,313			644,675			1,415,542			1,227,564
Total Revenues		1,246,591			1,579,591			2,417,477			3,067,411
COST OF REVENUES
Hardware and other costs		366,703			799,361			820,045			1,497,268
Software license/subscriptions		321,494			270,653			625,186			529,159
Total Cost of Revenues		688,197			1,070,014			1,445,231			2,026,427
GROSS PROFIT		558,394			509,577			972,246			1,040,984
OPERATING EXPENSES
Research and development		459,547			377,667			945,167			894,671
Sales and marketing		450,822			332,044			815,189			649,001
General and administrative		589,214			360,556			1,004,418			794,074
Total Operating Expenses		1,499,583			1,070,267			2,764,774			2,337,746
LOSS FROM OPERATIONS		(941,189	)		(560,690	)		(1,792,528	)		(1,296,762	)
OTHER INCOME (EXPENSE)
Interest expense		(170,177	)		(44,829	)		(238,910	)		(55,531	)
											-
Total Other Income (Expense)		(170,177	)		(44,829	)		(238,910	)		(55,531	)
NET LOSS BEFORE INCOME TAXES		(1,111,366	)		(605,519	)		(2,031,438	)		(1,352,293	)
INCOME TAXES		-			-			-			-
NET LOSS	$	(1,111,366	)	$	(605,519	)	$	(2,031,438	)	$	(1,352,293	)
Series B preferred stock dividend		(2,553	)		(1,130	)		(17,943	)		(27,020	)
Accretion of beneficial conversion feature on preferred shares dividends issued in kind		(23,625	)		(25,048	)		(34,125	)		(25,048	)
NET LOSS ATTRIBUTABLE TO COMMON  SHAREHOLDERS	$	(1,137,544	)	$	(631,697	)	$	(2,083,506	)	$	(1,404,361	)
LOSS PER COMMON SHARE - BASIC & DILUTED	$	(0.01	)	$	0.00		$	(0.01	)	$	0.01
WEIGHTED AVERAGE NUMBER OF  COMMON SHARES OUTSTANDING - BASIC & DILUTED		202,764,184			176,394,996			202,456,062			175,791,435

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

5

COPSYNC, INC.

Condensed Statements of Cash Flows

(Unaudited)

	For the Six Months Ended
	June 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,031,438	)	$	(1,352,293	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		26,907			240,446
Employee and non-employee stock compensation		95,832			112,201
Amortization of restricted stock grants		-			4,237
Capital contributed/co-founders' forfeiture of contractual compensation		39,500			39,500
Discount on three-year, 50% notes payable		33,756			-
Interest expense on beneficial conversion feature of convertible promissory notes		96,558			-
Valuation of warrants for services rendered		4,387			-
Valuation of warrants		19,164			-
Loss on asset disposals		1,780			1,591
Change in operating assets and liabilities:
Accounts receivable		1,024			(102,065	)
Inventories		(59,616	)		174,172
Prepaid expenses and other current assets		30,191			23,364
Deferred loan costs		50,000			-
Deferred revenues		(466,662	)		(218,089	)
Accounts payable and accrued expenses		843,326			(422,375	)
Net cash used in operating activities	$	(1,315,291	)	$	(1,499,311	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from asset disposals		4,000			2,500
Purchases of property and equipment		(8,404	)		(16,640	)
Net cash used in investing activities	$	(4,404	)	$	(14,140	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		389,834			700,000
Proceeds from issuance of common stock for cash		617			197,500
Proceeds from common stock to be issued, net		3,960			-
Proceeds from the issuance of stock for warrant exercised		107,600			-
Proceeds received on convertible notes		514,315			-
Proceeds from three-year, 50% notes payable		-			405,000
Payments on notes payable		(122,756	)		(93,364	)
Payments on three-year, 50% notes payable		(15,000	)		-
Payments on capitalized lease obligations		(3,730	)		-
Net cash provided by financing activities	$	874,840		$	1,209,136
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS		(444,855	)		(304,315	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		587,459			414,051
CASH AND CASH EQUIVALENTS, END OF YEAR	$	142,604		$	109,736

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

6

COPSYNC, INC.

Condensed Statements of Cash Flows (Continued)

(Unaudited)

	For the Six Months Ended
	June 30,
	2015		2014
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	37,989	$	30,692
Cash paid for income tax	$	8,298	$	7,602
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for prior year warrant exercises	$	32,000	$	-
Issuance of common stock for prior year stock subscriptions	$	20,000	$	-
Insurance proceeds applied to outstanding bank loan	$	11,254	$	-
Series B Preferred stock dividends	$	17,943	$	27,020
Accretion of beneficial conversion feature on preferred shares dividends issued in kind	$	34,125	$	25,048
Partial financing associated with the purchase of two fleet vehicles	$	-	$	49,503
Non-cash issuance of 60,000 shares of common stock to third party for services performed and to be performed	$	-	$	60,000
Conversion of convertible notes into 325,000 and 200,000 shares of common stock, respectively	$	65,000	$	20,000
Financing of prepaid insurance policy	$	43,045	$	27,963

The accompanying notes are an integral part of these 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. (the "Company") are unaudited, but reflect, in the opinion of management, all normal recurring adjustments necessary to fairly present the financial position of the Company as of June 30, 2015, and its results of operations and cash flows for the three-month and six-month periods ended June 30, 2015.  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, 2014. The results for the three-month and six-month periods ended June 30, 2015 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2015, or any other period. The year-end condensed balance sheet data as of December 31, 2014, 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 operates what it believes to be the only real-time, law enforcement mobile data information system in the United States.  The Company refers to this real-time, in-car information sharing, communication and data interoperability network as the “COPsync Network.” The COPsync Network, delivered via software as a service, is designed for the purpose of:

· Connecting state and local law enforcement officers, regardless of agency jurisdiction, to a common communications system, enabling them to share mission critical, actionable information and communicate in real-time between and among themselves, as if they were one law enforcement agency;

· Allowing officers to query, in real time, various local, state and federal law enforcement databases, including (i) the FBI Criminal Justice Information Service (CJIS) database, (ii) the law enforcement telecommunications system databases for the States of Texas, Mississippi and Massachusetts, (iii)the historical databases of the Company’s agency subscribers who have provided other subscribers with such access; (iv) the Department of Homeland Security’s El Paso Intelligence Center (EPIC) database, which collects information relating to persons crossing the United States border, and (v) the COPsync Network database, and, as the Company expands the scope of its operations to states others than noted above, it anticipates being able to provide access to the law enforcement telecommunications databases in those states as well, subject to approvals from the applicable governing state agencies;

· Allowing dispatchers and officers to send, in real-time, BOLO (be on the lookout) and other alerts of kidnappings, robberies, car thefts, police pursuits, and other crimes in progress to all officers connected to the COPsync Network, regardless of agency jurisdiction;

· Allowing officers to write tickets, offense reports, crash reports and other reports and electronically and seamlessly send, in real-time or near real-time, the information in those reports to the COPsync Network database and local court and agency databases; and

· Informing officers of certain outstanding misdemeanor warrants at the point of a traffic stop and allowing the officers toprovide the violator notice of the outstanding warrant, or collect payment for the warrant with a credit card, through a specific feature enhancement that the Company sometimes refers to as the WARRANTsync system.

The Company also offers the COPsync911 threat alert service for use in schools, hospitals, day care facilities, government office buildings, energy infrastructure and other facilities with a high level of concern about security. The Company expects its COPsync911 service to reduce emergency law enforcement response times in those circumstances when seconds and minutes count.

When used in schools, the COPsync911 service enables school personnel to instantly and silently send emergency alerts directly to the closest law enforcement officers in their patrol vehicles, and to the local 911 dispatch center, with the mere click of an icon, from any computer within the facility and from any cell phones and other mobile devices associated with the facility.  The alert is also sent to the cell phones of all law enforcement officers in the area and to all teachers, administrators, and other staff at the school, alerting them of imminent danger.  

8

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

Once the alert is sent, a “crisis communication portal” is established among the person(s) sending the alert, the responding patrol vehicles and the local law enforcement 911 dispatch center.  This allows the person(s) initiating the alert to silently communicate with responding officers and the 911 dispatch center about the nature of the threat, whether it is an active gunman, fire, suspicious person or other emergency.  The crisis communication portal also provides a link to a diagram of the school or other facility and a map to its location. 

The Company also augments its other services with its proprietary law enforcement in-car video system, named VidTac.

Liquidity and Management Plans

At June 30, 2015, the Company had cash and cash equivalents of $142,604, a working capital deficit of $5,326,926 and an accumulated deficit of $24,957,953.  The following factors are helping theCompany manage its liquidity, avoid default with respect to any material third-party obligations and enable it to progress its business towards cash-flow break-even, and ultimately profitability:  

1)  Booked orders for new customer contracts executed in the second quarter of 2015 were approximately $1,452,000, which is an increase of 222% over the first quarter of 2015, and represents the highest quarterly sales orders since the second quarter of 2013.  The Company expects this higher level of sales orders to continue in 2015 as a result of personnel and process changes the Company made in its sales organization during the second quarter of 2015.  The timeline between receiving a sales order and when the Company recognizes revenue and cost of revenue performance normally ranges from thirty days to four months, depending upon the contract value, the type of funding involved, and scope of work involved.

2)  The Company raised$514,315inthe first six months of 2015 pursuant to the Company’s issuance of convertible notes.  The notes have a three-year term, which bears interest at the rate of two percent simple interest per year, payable in cash.  The principal amount of each note is convertible into shares of the Company’s common stock at a price of $0.22 per share.  The notes may be prepaid by the Company under certain conditions.

3)  Holders of warrants to purchase 538,000 shares of the Company’s common stock exercised those warrants in the first six months of 2015, for an aggregateexercise price of $107,600.

4)  Two holders of promissory notes representing an aggregate of $563,477 in principal have expressed their willingness to extend the due dates of their respective notes, one holder whose notes matured during the second quarter totaling $313,477 and another holder whose $250,000 note will mature in the third quarter of 2015.  Both note holders have previously extended their respective notes.  The Company is working with each lender to document these extensions at the date of this report.

5)  The Company raised $350,000 pursuant to a $300,000 six-month bridge loan executed in early May 2015 and a $50,000 four-month bridge loan executed in June 2015.  The Company’s chief executive officer personally guaranteed the repayment of these loans.

6)  The Company has commenced the process of applying to list on the NASDAQ Capital Market, as discussed below.  The Company plans to raise additional capital in connection with its listing on the NASDAQ Capital Market in order to meet the minimum stockholder equity listing standard.

7)  The Company raised net proceeds of $1,308,350 during the month of July 2015 pursuant to a private placement of convertible notes and warrants with accredited individual and institutional investors, as part of a plan previously approved by the Board to raise $2,000,000 in capital funding.  The convertible notes will be converted into shares of the Company’s common stock upon its listing with the NASDAQ Capital Market, as discussed above.  The proceeds from this financing will be used by the Company for repaying the remaining balances of the two bridge loans discussed above and for general working capital purposes.

8)  The Company continues to employ “just in time” principles in its procurement processes for third party hardware, meaning that it attempts to schedule delivery to the customer of the third party hardware that the Company sells immediately after it receives the hardware.  The Company also continues its attempts to collect customer prepayments for the third party hardware it sells at or about the time it orders the hardware, which has helped the Company manage its working capital needs.

9

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

9)  The Company’s key vendors continue to work with it by providing extended payment terms for its outstanding payables balances, which has also helped the Company manage its working capital needs.

10)  The Company believes that it has the capability to reduce operating expenses, should circumstances require such actions.

11)  The Company is no longer attempting to raise funds pursuant to an EB-5 economic development arrangement, as previously reported, and the Company is now in discussions with the City of Pharr, which previously loaned the Company $475,000 in connection with the proposed EB-5 economic development arrangement, about converting the loan to an economic development grant.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has accumulated significant losses, which is common for companies at this stage of the Company’s maturity,as it has been developing its current and recently added offerings. The Company has had recurring losses and expects to report losses for fiscal 2015. The Company believes that cash flow from operations, together with other potential sources of cash, will be sufficient to fund the Company’s anticipated operations for the next twelve months.

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.

There have been no significant changes to the summary of significant accounting policies disclosed in Note 2 to the financial statements as of December 31, 2014 included in the Form 10-K filed on March 31, 2015. 

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.

NOTE 4 – RECENT ACCOUNTING STANDARDS AND PRONOUNCEMENTS

A variety of proposed or otherwise potential account standards are currently under study by standard setting organizations and various regulatory agencies.  Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to its consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, which amends ASC Topic 225 – Income Statement.  The amendment eliminates the concept of extraordinary items and the financial statement and disclosure requirements relating to them.  ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, which is effective for the Company’s first quarter of fiscal year 2016.  Early adoption in interim and annual periods is permitted.  The impact of the adoption of this ASU on the Company’s results of operations, financial position, cash flows and disclosures will depend on the Company’s future activity.

In February 2015, the FASB issued ASU 2015-02, Amendments to Consolidation Analysis, which amends ASC Topic 810 – Consolidations.  The amendment changes the analysis a reporting entity must perform to determine whether it should consolidate certain types of legal entities.  Specifically, the amendments 1) modify the evaluation of whether certain entities are variable interest entities (VIE’s); 2) eliminate the presumption that a general partner should consolidate a limited partnership; 3) affect the consolidation analysis of reporting entities that are involved with VIE’s; and 4) provide a scope exception from consolidation guidance for reporting entities with interest in certain legal entities.  ASU 2015-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, which is effective for the Company’s first quarter of fiscal year 2016.  Early adoption in interim and annual periods is permitted.  The Company does not believe the adoption of ASU 2015-02 will have a material effect on the Company’s financial statements.  The Company will continue to assess any potential impact on its financial statements from the adoption of ASU 2015-02.

10

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which amends ASC Topic 835 – Interest.  The amendment changes the manner in which debt issuance costs are recorded on the balance sheet.  Specifically, ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying value of that debt liability, consistent with debt discounts.  ASU 2015-013 is effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, which is effective for the Company’s first quarter of fiscal year 2016.  Early adoption in interim and annual periods is permitted.  The Company will continue to assess any potential impact on its financial statements from the adoption of ASU 2015-03.

NOTE 5 – ACCOUNTS RECEIVABLE

The Company's accounts receivable, net, at June 30, 2015 and December 31, 2014, respectively, consisted of the following:

Category	June 30, 2015			December 31, 2014
Trade receivables	$	1,045,271		$	1,101,279
Other receivables		21,937			53,227
Elimination of unpaid deferred revenue		(627,470	)		(716,495	)
Allowance for doubtful accounts		(214,389	)		(214,389	)
Accounts Receivable, net	$	225,349		$	223,622

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

The elimination of the unpaid deferred revenue for the respective periods represents those invoices issued for products and/or services not yet paid by the customer or services completed by the Company.  The elimination is made to prevent the “gross-up” effect on the Company’s Balance Sheet between Accounts Receivable and Deferred Revenues.

The Company’s allowance for doubtful accounts is based upon a review of outstanding receivables.  Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. 

NOTE 6 – INVENTORY

Inventory consisted entirely of finished goods and totaled $305,693 and $246,077 at June 30, 2015, and December 31, 2014, respectively.  The approximate $60,000 increase in inventory in the first six months of 2015 is due principally to an increase in the Company’s VidTac finished goods inventory.  

Total inventory at June 30, 2015 and December 31, 2014 included hardware consisting of computer laptops, printers and ancillary parts, such as electronic components, connectors, adapters and cables, as well as the Company’s propriety VidTac product and its related components.  Generally, the Company procures hardware as a result of receiving a customer order.  The hardware is procured, delivered to the Company, prepared for installation and then transported by the Company to the customer site for installation.  The Company does not procure any third-party hardware for speculative selling.  Further, the various components of hardware are all considered finished goods because the individual items may be, and are, sold in a package, or on an individual basis, normally at the same pricing structure.

The Company has contracted with a single manufacturer to produce the Company’s proprietary VidTac product.  The contract agreement calls for the Company to periodically place a demand purchase order for a fixed number of units to be manufactured and delivered as finished goods.  The Company’s purchase orders are non-cancellable; however, there are some relief provisions: (1) the Company may change the original requested delivery dates if the Company gives sufficient advance notice to the contract manufacturer; and (2) should the Company elect to cancel a purchase order in total or in part, it would be financially responsible for any materials that could not be returned by the contract manufacturer to its source suppliers.

When the VidTac product is recorded into finished goods, it consists of a kit with four basic components.  The Company records the product as a single unit of inventory.  Should a single component fail or need to be replaced, the Company will take a kit and then inventory the components, still considered finished goods.  Should a component need to be repaired, it is returned to the contract manufacturer for analysis and repair.  The repaired component is then shipped to the Company and inventoried as finished goods.

11

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

In December 2014, the Company placed a demand purchase order for $433,000 with the contract manufacturer for units to be delivered ratably in fiscal year 2015, beginning in May 2015.  This order was to cover forecasted demand for the product during the delivery period, as well as to accommodate the long-lead times required for procuring certain components from off-shore manufacturers.  The payment terms for this purchase order required a 10% down-payment at the time of order placement, followed by Net 30 days from invoice date once the units are delivered to the Company.  At June 30, 2015, the Company had taken delivery of units related to this demand purchase order valued at approximately $87,000.

NOTE 7 – PREPAID EXPENSES AND OTHER ASSETS

The Company's prepaid expenses and other assets consisted of the following at June 30, 2015 and December 31, 2014, respectively:

Category	June 30, 2015		December 31, 2014
Prepaid Insurance	$	43,595	$	44,101
Subscriptions		11,428		24,050
Vendor Prepayments		54,650		103,044
Deferred Charges		163,603		98,953
Total Prepaid Expenses and Other Assets	$	273,276	$	270,148

Prepaid insurance pertains to various business insurance policies, the fees of which have been financed by a third-party service provider and are being paid over an eleven-month period.  This prepayment is amortized ratably over the twelve-month insurance coverage period.

Subscriptions principally pertain to prepaid software support and web-hosting services provided by third-party service providers.  The balance can fluctuate period-over-period based upon the timing between payment and amortization activities.  The prepayments are amortized into expense over the life of the specific service period.

Vendor prepayments principally involve two vendors: one, consisting of down-payments made to the Company’s contract manufacturer for new orders of the VidTac product, which are then applied on a unitized basis as credits on the vendor’s invoices when the finished product goes into finished goods inventory; and two, a vendor prepayment for services to be rendered.  These prepayments will be expensed as the services are rendered in 2015.

Deferred charges pertain to off-the-shelf computer aided dispatch systems (“CAD”) purchased from two outside software services companies and delivered to six contracted customers as part of their respective, executed service agreement (or contract).  The contracts involved license fees for the CAD service over a four-year period commencing with the acceptance of the service, as well as one-time implementation fees specific to each agency.  The contracts were executed in early in 2013 and the customers made prepayments totaling $285,555, which is reported in Current Deferred Revenues.  At June 30, 2015, there remains some services yet to be performed and delivered to the customers; therefore, revenue recognition is not appropriate at this time.  The Company expects to complete and deliver those services in fiscal year 2015, at which time these deferred charges will be recognized as revenues.

NOTE 8 – NOTES PAYABLE

The Company’s total nonconvertible notes payable at June 30, 2015 was $1,446,945, representing a net increase of $307,899 for the six-months ended June 30, 2015.  The following table shows the components of notes payable, including three-year, 50% notes payable at June 30, 2015 and December 31, 2014, respectively:

	June 30,			December 31,
Loan Type	2015			2014
Bank	$	57,977		$	84,406
Insurance		36,725			40,300
Other term notes		1,352,243			1,014,340
Total notes payable		1,446,945			1,139,046
Less: Current portion		(1,181,241	)		(791,289	)
Long-term portion	$	265,704		$	347,757

12

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

During the six months ended June 30, 2015, the Company incurred the following increases in notes payable:

1)   In the first quarter of 2015, one of the Company’s financed automobiles was involved in an accident, and sustained sufficient damage whereby the insurance company determined the vehicle to be a total loss.  The insurance company subsequently issued a payment to the Company in the amount of $11,254 for its loss.  The payment was applied in full to the related bank loan.

2)   In the first quarter of 2015, the Company executed a $33,319, eleven-month note payable pertaining to the Company’s business insurance coverage for inland marine, general and product liability risk exposures.  The note calls for monthly payments of principal and has an interest rate of 7.5% per annum.

3)   On May 6, 2015, the Company executed a $300,000 short-term promissory note payable to a third-party financier.  The purpose of the note was to assist the Company with its working capital requirements.  The term of the note was six months, was funded on May 11, 2015, required daily payments for the first 20 business days of the term of $2,000, and daily payments of $3,650 for each of the remaining 100 business days during the term, with an effective interest rate of 35%.  The note had an origination fee of $999 and the following early payment options:  1-30 days - $360,000, 31-60 days - $366,000, 61-90 days - $375,000 and 91+ days - $405,000.  As of June 30, 2015, the Company had paid $39,375 of principal on this note.  The Company paid the outstanding principal balance of $245,000 on August 11, 2015.

4)   On June 29, 2015, the Company executed a $50,000 short-term promissory note payable to a third-party financier.  The purpose of the note was also to assist the Company with its working capital requirements.  The term of the note is four months, was funded on June 30, 2015, and requires daily payments of $795 for 88 business days, with an effective interest rate of 40%.  The note has an origination fee of $1,000 and the following early payment options:  1-30 days - $59,950 and 31+ days - $69,950.  As of June 30, 2015, the Company had paid $568 of principal on this note.  The Company paid the outstanding balance of $42,718 on August 11, 2015.

5)   Closing costs for the two loans described immediately above totaled $10,166.  These costs will be amortized ratably as interest expense over the life of the respective loans.

6)   The Company received a $50,000 advance from Joe Alosa, a member of the board, in June 2015, without accompanying paperwork.  The Company has recorded this advance as a 90-day note, assuming 8% interest per annum.

7)   In May 2014, eight individuals loaned the Company an aggregate of $405,000 in cash.  The resulting promissory notes included the following terms: each note is due thirty-six months from issuance date, contemplates a 50% return by the end of the note term, and requires a specific repayment amount be made by the Company every six months, commencing six months after the date the note was issued.  The aggregate repayment amount of the notes payable is $607,500.  The repayment amounts increase on an annual basis throughout the life of the notes.  The Company is required to repay 10%, 30% and 60% of the aggregate repayment amount in years one, two and three of the notes’ term, respectively.  The aggregate discount on the notes, totaling $202,500, was recorded on the Company’s Balance Sheet at issuance as a contra-notes payable, located in long-term liabilities.  The discount is amortized ratably over the life of the respective promissory notes and is recorded as interest expense in the Company’s Statement of Operations.  During the six-months ended June 30, 2015, the Company recorded an aggregate of $33,756 in discount on the notes.  The six-month repayment scheduled for the second quarter of 2015 totaled $30,375, of which the Company paid $15,000 in that period.  The balance of the amount due for the quarter was paid in July 2015.

8)   On July 11, 2014, the Company executed a $60,000 short-term promissory note payable to a third-party financier.  The note matured on April 11, 2015.  The purpose of the note was to assist in the Company’s procurement of its VidTac products.  The note accrued interest at 15% per annum, and required an initial monthly payment of interest only in August 2014 of $750, followed by eight monthly principal and interest payments in the amount of $7,028, commencing in September 2014.  At December 31, 2014, the loan’s outstanding balance was $30,745, which was paid in full in 2015.

9)   During the first six months of 2015, the Company made total principal payments of $149,001, on notes payable financing the Company’s business insurance policies and bank notes for automobile loans.

13

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

 

NOTE 9 – CONVERTIBLE NOTES PAYABLE

The Company’s total convertible notes payable at June 30, 2015 was $577,504, representing a net increase of $178,718 for the six-months ended June 30, 2015.  The following table shows the components of convertible notes payable at June 30, 2015 and December 31, 2014, respectively: 

	June 30,			December 31,
	2015			2014
Total convertible notes payable at beginning of period	$	398,786		$	873,263
Plus:  additional notes payable		514,315			-
Less:  beneficial conversion feature		(270,597	)		-
Less:  note conversions		(65,000	)		(474,477	)
Convertible notes payable, net		577,504			398,786
Less: current portion, net		(398,786	)		(9,608	)
Convertible notes payable, net, long-term portion	$	178,718		$	389,178

In October 2014, the Company’s Board of Directors approved a funding initiative for $750,000 to fund a software development effort for feature and function enhancements to enable the COPsync Network and COPsync911 threat alert system more readily to scale nationwide, of which $484,315 and $30,000 was raised in the first and second quarters of 2015, respectively.  The investment security is a three-year convertible promissory note, which bears interest at the rate of two percent simple interest per year, payable in cash.  The principal amount of the note is convertible into shares of the Company’s common stock at the rate of $0.22 per share.  The promissory note may be prepaid by the Company under certain conditions.

With each new issuance of convertible debt, the Company evaluates whether there is a beneficial conversion feature.   A beneficial conversion feature arises when the conversion price of a convertible instrument is below the per-share fair value, or trading price, of the underlying stock into which it is convertible.  The beneficial conversion feature is allocated between the debt and the beneficial conversion feature on relative fair value basis, and the amount allocated to beneficial conversion feature is then amortized as interest expense over the term of the note. The issuer of the convertible instrument realizes a cost based on the theory that the intrinsic value of the price difference (i.e., the price difference times the number of shares received upon conversion) represents an additional financing cost.  The Company determined the aggregate beneficial conversion feature for the convertible notes issued during the first and second quarters of 2015 was $367,155, which was recorded as a discount on non-current notes payable, offset by a benefit to paid-in capital.  For the six-months ended June 30, 2015, $96,558 of the beneficial conversion feature was amortized to interest expense.

On February 6, 2015, a single note holder elected to immediately convert his $65,000 convertible promissory note into 325,000 shares of the Company’s common stock at an exercise price of $0.20 per share, rather than $0.22 per share.  The Company offered the slightly lower exercise price as an inducement for the note holder’s decision to immediately convert the note.  Additionally, the holder was granted warrants to purchase 65,000 additional shares of the Company’s common stock at $0.40 per share (see Note 14).

At March 31, 2015, the Company reclassified $337,532 in aggregate principal amount of eight convertible notes issued in fiscal year 2011 and maturing on March 31, 2016, from Long-Term Liabilities to Current Liabilities on the Company’s Balance Sheet. 

NOTE 10 – PREFERRED STOCK

Preferred Stock Series A

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 common stock, but has voting rights 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.

Each share of Series A Preferred Stock shall automatically be converted into fully-paid non-assessable shares of common stock at the then effective conversion rate for such share.  The events that may trigger this automatic conversion event are as follows:  1) immediately prior to the closing of a firm commitment underwriting involving an initial public offering, or 2) upon the receipt of the Company of a written request for such conversion from the holders of at least a majority of the Series A Preferred stock then outstanding, or if later, the effective date for conversion specified in such requests.  

14

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

Preferred Stock Series B

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.

For the six-months ended June 30, 2015, gross dividends on the Series B Preferred Stock were $52,068, consisting of $34,125 for accretion of the beneficial conversion feature on the preferred shares dividends issued in kind and $17,943 for net dividends.  For the comparable period in 2014, dividends on the Series B Preferred Stock were $52,068, consisting of $27,020 for accretion of the beneficial conversion feature on the preferred shares dividends issued in kind and $25,048 for net dividends.

NOTE 11 – COMMON STOCK

During the six-months ended June 30, 2015, the Company issued a total of 1,199,900 shares of common stock as described below:

1)   The Company issued 498,000 shares of common stock upon the exercise of outstanding warrants, for an aggregate exercise price of $99,600 (See Note 14).

2)   In September 2014, the Company received a total of $24,000 from holders of warrants to purchase of 120,000 shares of common stock for the exercise of those warrants.  The exercise price of the warrants was $0.20 per share.  At the warrant holders’ request, the Company agreed to not issue the shares of common stock issuable upon such exercise for a period of six months following the date of exercise.  Accordingly, the shares were issued during the period.

3)   The Company issued 150,000 shares of common stock and associated warrants pursuant to a $15,000 deposit received in fiscal year 2014 from a single investor (See Note 14).

4) The Company issued 325,000 shares of common stock associated with the conversion of a $65,000 convertible note.

5) In March 2015, the Company received $8,000 from a single holder of a warrant to purchase 40,000 shares of common stock for the exercise of that warrant at the exercise price of $0.20 per share.  The Company issued the shares of common stock in April 2015.

6) In March 2015, the Company received a deposit from a single investor totaling $5,000 for the purchase of 50,000 shares of common stock and associated warrants.  These shares were issued in May 2015.  The term of the warrants is four years, and the exercise price is $0.38 per share, representing the average closing price of the Company’s stock for the 20 trading days preceding the deposit date.  The warrants will have no value assigned to them because the warrants are being issued as a unit with the shares of common stock.  This is consistent with the provisions of ASC 718.

7) The Company issued 16,900 shares of common stock and associated warrants for cash received of $1,690 in June 2015, at $0.19 per share.

Also, the Company recorded contributed capital of $39,500 during the period related to the forfeiture of contractual compensation involving the Company’s two co-founders.

NOTE 12 – COMMON STOCK TO BE ISSUED

During fiscal years 2014 and 2013, the Company received a series of small deposits from a single investor totaling $3,000 for the purchase of 30,000 shares of common stock shares and associated warrants.  The Company anticipates that these shares will be issued in fiscal 2015.  The term of the warrants is four years, and the exercise price is $0.10 per share.  The warrants will have no value assigned to them because the warrants will be issued as a unit with common stock shares.  This is consistent with the provisions of ASC 718.

15

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

The following table provides a reconciliation of the transactions, number of shares and associated common stock values for the common stock to be issued at June 30, 2015 and December 31, 2014, respectively.

	At June 30, 2015				At December 31, 2014
Common stock to be issued per:	# of Shares		$ Value		# of Shares		$ Value
Deposits received for common stock to be issued at $0.10 per share		30,000		3,000		180,000		18,000
Deposits received for common stock to be issued at $0.20 per share		-		-		120,000		24,000
Total number of shares and value		30,000	$	3,000		300,000	$	42,000

NOTE 13 – BASIC AND FULLY DILUTED LOSS PER SHARE

The computations of basic 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.  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 were excluded from the loss per share attributable to common stockholders as their value is anti-dilutive.

The Company's common stock equivalents, at June 30, 2015 and 2014, respectively, which are not included in the calculation of fully diluted loss per share because they are anti-dilutive, consisted of the following:

	2015		2014
Convertible promissory notes outstanding		6,097,099		6,053,831
Warrants outstanding		22,047,175		18,244,842
Stock options outstanding		10,244,999		9,970,554
Preferred stock outstanding		15,100,000		15,100,000
Common stock to be issued		30,000		15,000
Dividends on preferred stock outstanding		5,989,315		5,804,867
Total Common Stock Equivalents		59,508,588		55,189,094

NOTE 14 – OUTSTANDING WARRANTS

A summary of the status of the Company’s outstanding warrants, and the changes during the six months ended June 30, 2015, is as follows:

2015
				Weighted
				Average
Description	Shares			Exercise Price
Outstanding, January 1, 2015		22,371,795		$	0.16
Granted		453,380			0.15
Expired/Cancelled		(240,000	)		(0.20	)
Exercised		(538,000	)		(0.20	)
Outstanding, June 30, 2015		22,047,175		$	0.15
Exercisable, June 30, 2015		14,972,175		$	0.18

16

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

For the six-months ended June 30, 2015, total shares issuable upon exercise of outstanding warrants decreased by a net of 324,620 shares for the reasons discussed below:

1)   The Company issued warrants to purchase 30,000 shares of the Company’s common stock, with an exercise price of $0.10 per share, in connection with the issuance of 150,000 shares of its common stock for the purchase price of $15,000 in cash.  The term of the warrants is four years from date of issuance.  Under the provisions of ASC 718, no value was assigned to the warrants granted during the three-month period, thus no additional expense was recorded under the Black-Scholes option pricing model because the warrants were issued as a unit with common stock shares (See Note 11).

2) The Company issued warrants to purchase 3,380 shares of the Company’s common stock, with an exercise price of $0.19 per share, in connection with the issuance of 16,900 shares of its common stock for the purchase price of $1,690 in cash.  The term of the warrants is four years from date of issuance.  Under the provisions of ASC 718, no value was assigned to the warrants granted during the three-month period, thus no additional expense was recorded under the Black-Scholes option pricing model because the warrants were issued as a unit with common stock shares (See Note 11).

3) The Company issued warrants to purchase 65,000 shares of the Company’s common stock, with an exercise price of $0.40 per share, in connection with the conversion of a $65,000 convertible note.  The term of the warrants is four years from date of issuance (See Note 11).

4) On March 23, 2015, the Company executed a letter agreement calling for a twelve-month consulting agreement with a third party service provider for comprehensive public relations services, with the service period beginning April 1, 2015.  Either party may cancel the agreement upon the submission of a written notice at any time during the twelve-month period.  Following the initial twelve-month period, the parties may renegotiate a new agreement.  One element of compensation to the consultant is the grant of a five-year warrant to purchase 300,000 shares of the Company’s common stock, at an exercise price of $0.22 cents per share.  The warrants shall vest on a 1/12th basis during a twelve-month period.  The warrants were granted on May 15, 2015, and 1/12th of the warrants vested on June 15, 2015.  The fair value of the warrant is $52,639, as determined by using the Black Scholes valuation method.  This non-cash expense will be recorded ratably as a general and administrative expense in the Company’s Statement of Operations during the twelve-month vesting period.

5)   On September 16, 2014, the Company executed a six-month consulting agreement with a third party service provider for consulting services to introduce the Company to potential customers for its suite of products and services.  As a part of the agreement, the Company issued the service provider warrants to purchase 45,000 shares of the Company’s common stock at a price of $0.10 per share.  The warrants vest in tranches of 15,000 per qualifying event, all of which are outlined in the agreement.  Whatever portion of the warrants that are not vested on December 31, 2015 expire on that date.  The fair value of the warrants is $17,453, as determined by using the Black Scholes valuation method.  This non-cash expense will be recorded as a sales and marketing expense in the Company’s Statement of Operations on an allocated basis at the time a specific qualifying event occurs.

6)   Warrants to purchase 240,000 shares of the Company’s common stock, with an exercise price of $0.20 per share, expired on March 31, 2015.  The warrants were held by seven warrant holders.

7)   The Company issued 538,000 shares of its common stock upon the exercise of outstanding warrants, for an aggregate purchase price of $107,600 (See Note 11).

The following is a summary of the Company’s outstanding and exercisable warrants at June 30, 2015:

		Outstanding					Exercisable
Exercise Prices		Weighted Average Number Outstanding at 6/30/15	Remaining Life (in yrs.)		Weighted Average Exercise Price		Number Exercisable at 6/30/15		Weighted Average Exercise Price
$	0.10	12,042,593		3.03	$	0.10		5,242,593	$	0.10
$	0.11 - 0.19	427,380		3.23	$	0.15		427,380	$	0.15
$	0.20 - 0.45	9,577,202		2.50	$	0.22		9,302,202	$	0.22
$	0.10 - 0.45	22,047,175		2.80	$	0.15		14,972,175	$	0.18

17

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

NOTE 15 – EMPLOYEE OPTIONS

As of June 30, 2015, 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 20,000,000 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 primarily over periods ranging from three to five years.  As of June 30, 2015, options to purchase 10,244,999 shares of the Company’s common stock were outstanding under the plan, of which options to purchase 8,212,496 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 three-month and six-month periods ended June 30, 2015, the Company recorded share-based compensation expense of $49,822 and $95,832, respectively.  For the comparable periods in 2014, the Company recorded share-based compensation expense of $78,642 and $112,201, respectively. 

For the three-months ended March 31, 2015, the Company granted options to purchase 60,000 shares of its common stock with an exercise price of $0.10 per share to each of the Company’s three outside directors, who receive 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 $55,179.  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 the one-year anniversary of the grant date, and the remainder vesting ratably over the next eight quarters. 

Also, for the three-months ended March 31, 2015, the Company granted options to purchase 200,000 shares of its common stock with an exercise price of $0.10 per share to a new employee within the sales and marketing organization.  The total value of the stock options, utilizing the Black Scholes valuation method, was $50,281.  The term of the stock options is ten years, with a three year vesting period, 33% vesting on the one-year anniversary of the grant date, and the remainder vesting ratably over the next eight quarters. 

For the three-months ended June 30, 2015, the Company granted an option to purchase 50,000 shares of its common stock with an exercise price of $0.22 per share to a new member of the Company’s Board of Directors.  The total value of the stock options, utilizing the Black Scholes valuation method, was $6,646, which will be recorded ratably during the related vesting period as a general and administrative expense in the Company’s Statement of Operations   The term of the stock option grant is ten years, with a three year vesting period, 33% vesting on the one-year anniversary of the grant date, and the remainder vesting ratably over the next eight quarters. 

The summary activity for the six-months ended June 30, 2015 under the Company’s 2009 Long-Term Incentive Plan is as follows: 

	June 30, 2015
	Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life
Outstanding at beginning of period		9,814,999	$	0.09	$	981,500
Granted		430,000	$	0.37	$	–
Exercised		–	$	0.00	$	–
Forfeited/ Cancelled		–	$	0.00	$	–
Outstanding at period end		10,244,999	$	0.12	$	981,500		6.58
Options vested and exercisable at period end		8,212,496	$	0.09	$	793,108		6.27
Weighted average grant-date fair value of options granted during the period			$	0.26

18

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

The following table summarizes significant ranges of outstanding and exercisable options as of June 30, 2015:

		Options Outstanding						Options Exercisable
Range of Exercise Prices		Options Outstanding		Weighted Average Remaining Contractual  Life (in years)		Weighted Average Exercise Price		Number Outstanding		Weighted Average Exercise Price
$	0.00 – $ 0.08		2,500,000		5.34	$	0.08		2,437,500	$	0.08
$	0.09 – $ 0.42		7,744,999		6.30	$	0.12		5,774,996	$	0.10
			10,244,999						8,212,496

A summary of the status of the Company’s non-vested option shares as of June 30, 2015 is as follows:

Non-vested Shares	Shares			Weighted Average Grant-Date Fair Value
Non-vested at January 1, 2015		2,291,676		$	0.020
Granted		430,000		$	0.26
Forfeited		-		$	0.00
Vested		(689,174	)	$	(0.13	)
Non-vested		2,032,503		$	0.23

As of June 30, 2015, there was approximately $468,196 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 1.74 years.

NOTE 16 – 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, 2015, as well as an estimate of the timing in which these obligations are expected to be satisfied:

	Payments Due by Period
Contractual Obligations	Total		2015			2016-2017		2018-2019	After 2019
Long-Term Debt Obligations	$	2,024,449	$	1,090,249	$	811,001	$	123,199	$	-
Capital Lease Obligations	$	31,368	$	3,902	$	17,479	$	9,987	$	-
Operating Lease Obligations	$	530,224	$	48,031	$	227,384	$	178,297	$	76,512
Purchase Obligations	$	311,850	$	311,850	$	-	$	-	$	-
Other Long-Term Liabilities	$	475,000	$	-	$	475,000	$	-	$	-
Total Contractual Obligations	$	3,372,891	$	1,454,032	$	1,530,864	$	311,483	$	76,512

With regards to purchase obligations listed above, the Company placed a demand purchase order for $433,130 with its VidTac contract manufacturer for finished units to be delivered ratably throughout an eight-month period commencing in May 2015.  The purchase obligation required a 10% down payment at the time of order placement. At June 30, 2015, the Company had taken delivery of units related to this purchase obligation valued at approximately $87,000.

The Company’s purchase order placed with the contract manufacturer is non-cancellable; however, there are some relief provisions: (1) the Company may change the original requested delivery dates if it gives sufficient advance notice to the contract manufacturer; and (2) should the Company elect to cancel the purchase order in total or in part, it would only be financially responsible for any materials that could not be returned by the contract manufacturer to its source suppliers.

With regards to other long-term liabilities above, on February 3, 2014, the Company received a $475,000 advance from the City of Pharr, Texas in connection with a proposed EB-5 economic development program.   Loan documents related to this advance were never finalized.  Because the formal loan documents have not been executed as of the date of this report, the advance has been classified as an accrued expense on the Company’s Balance Sheet.  The Company is now in discussions with the City of Pharr about converting the loan into an economic development grant.

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COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

Compensation

See ITEM 2, “Executive Compensation,” “Employment Contracts, Termination of Employment and Change in Control,” contained in the Company’s Schedule 14C Information Statement for the year ended December 31, 2014 and filed on March 2, 2015, which discusses the employment agreements involving Mr. Russell Chaney and Mr. Shane Rapp, co-founders of the Company.  One element contained in those discussions involves the voluntary elections by Mr. Chaney and Mr. Rapp to forego certain specified salary increases until the Company becomes profitable or the Company secures sufficient funding to sustain operations.  The value of each person’s foregone salary for each of the six months ended June 30, 2015 and 2014 totaled $20,000 for Mr. Chaney and $19,500 for Mr. Rapp and was recorded as contributed capital in Additional Paid-in Capital on the Company’s Balance Sheet.

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 that is adverse to it, the Company’s financial position and prospects could be harmed.

NOTE 17 – RELATED PARTY TRANSACTION

The Company received a $50,000 advance from Joe Alosa, a member of the board, in June 2015, without accompanying paperwork.  The Company has recorded this advance as a 90-day note, assuming 8% interest per annum.

In December 2014, the Company executed a capital lease involving two automobiles with an equipment financing company owned by one of the Company’s outside directors.  The total value of the transactions was $35,098, consisting of: a term of four years; monthly lease payments during the term; and an effective annual interest rate of nine percent.

On February 28, 2014, the Company executed a $25,000, sixty-day promissory note payable to its chief executive officer for a loan in the same amount.  The note bears interest at 3.0% per annum, which is due upon maturity of the promissory note.  In the fourth quarter of 2014, the Company repaid $17,500 of the principal amount of the note, leaving an outstanding balance of $7,500.  The Company’s chief executive officer elected to extend the maturity date of this note to July 1, 2015.  In July 2015, the $7,500 balance was used to partially pay for the exercise of a warrant to purchase 100,000 shares of the Company’s common stock with an exercise price of $0.20 per share, effective June 30, 2015.

In August 2013, the Company’s chief executive officer loaned the Company $40,000, which was evidenced by a convertible promissory note bearing interest at 3% annually.  The note was originally due March 31, 2014; however, the due date has been extended to March 31, 2016.  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. 

In November 2013, the spouse of the Company’s chief executive officer loaned the Company $60,000, which was evidenced by a demand promissory note bearing interest at 3% annually.  The demand note was replaced shortly thereafter with a convertible promissory note totaling $60,000, also bearing 3% annual interest and originally due March 31, 2014; however, the due date has been extended to March 31, 2016. 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. 

In November 2013, the Company executed two short-term notes payable in the aggregate of $313,477 with an equipment financing company owned by one of the Company’s outside directors for the specific purpose of financing the purchase of certain third-party equipment to be sold to contracted customers.  Both notes were to mature in May 2014, bear interest at 16% annually, are payable upon maturity, and are collateralized by the third-party equipment being procured.  The maturity dates for both notes were formally extended until June 25, 2015.  As of the date of this report, the financing company has verbally agreed to extend the term of the notes for another six-month period and is currently working with its affiliated banking partner for its documented concurrence.

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COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

In December 2012, the Company’s chief executive officer loaned the Company $120,000, which was evidenced by a demand promissory note bearing interest at 3% annually. The demand note, including accrued interest, was replaced with a convertible promissory note totaling $120,534, also bearing 3% annual interest and due one year from its issuance.  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 2013, the Company’s chief executive officer agreed to extend the due date for this convertible promissory note to March 14, 2014.  The Company’s chief executive officer subsequently extended the due date to March 31, 2016.

NOTE 18 – SUBSEQUENT EVENTS

The Company has commenced the process of applying to be listed on the NASDAQ Capital Market, which it hopes to accomplish by the end of 2015.  To that end, on July 6, 2015, the Company’s Board of Directors approved and submitted for the approval of the Company’s stockholders an amendment to its Amended and Restated Certificate of Incorporation, to effect a reverse stock split of its common stock by a ratio of not less than 1-for-25 and not more than 1-for-50 (the “Reverse Split”). On July 7, 2015, stockholders of record of approximately 50.8% of the Company’s outstanding voting stock executed and delivered to the Company a written consent in lieu of a stockholders’ meeting approving the Reverse Split.  The Reverse Split can be effected at any time prior to December 31, 2015, at a ratio to be set at a whole number within the above range, as determined by the Board of Directors in its sole discretion.  Further, the Board of Directors may, in its sole discretion, determine to not effect the Reverse Split.  The Company believes that the Reverse Split will enhance its ability to obtain an initial listing on The NASDAQ Capital Market. The NASDAQ Capital Market requires, among other items, an initial bid price of at least $4.00 per share and following initial listing, maintenance of a continued price of at least $1.00 per share.

The Company raised net proceeds of $1,308,350 in a private financing from accredited individual and institutional investors during the month of July 2015, as part of a plan approved by the Board of Directors to raise $2,000,000 in capital funding.  The funding is in the form of a convertible note which will be converted into shares of the Company’s common stock in connection with its listing on the NASDAQ Capital Market as discussed above.  The proceeds from this financing will be used by the Company for repaying the remaining balances on the two bridge loans (See Note 8) and for general working capital purposes.

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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, 2014. 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

COPsync, Inc. operates what we believe to be the only real-time, law enforcement mobile data information system in the United States.  We refer to this real-time, in-car information sharing, communication and data interoperability network as the “COPsync Network.” The COPsync Network, delivered via software as a service, is designed for the purpose of:

·   Allowing law enforcement officers to compile and share information, in real-time, via a common database accessible by all such officers on the COPsync Network, regardless of agency jurisdiction;

·   Allowing officers to query, in real time, various local, state and federal law enforcement databases, including (i) the FBI Criminal Justice Information Service (CJIS) database, (ii) the law enforcement telecommunications system databases for the States of Texas, Mississippi and Massachusetts, (iii) the historical databases of our agency subscribers who have provided us with such access, (iv) the Department of Homeland Security’s El Paso Intelligence Center (EPIC) database, which collects information relating to persons crossing the United States – Mexico border, and (v) our COPsync Network database, and, as we expand the scope of our operations to states others than noted above, we anticipate that we will provide access to the law enforcement telecommunications databases in those states as well, subject to approvals from the applicable governing state agencies;

·   Allowing dispatchers and officers to send, in real-time, BOLO (be on the lookout) and other alerts of kidnappings, robberies, car thefts, police pursuits, and other crimes in progress to all officers on the COPsync Network, regardless of agency jurisdiction;

·   Allowing officers to write tickets, offense reports, crash reports and other reports and electronically and seamlessly send, in real-time or near real-time, the information in those reports to the COPsync Network database and local court and agency databases; and

·   Informing officers of outstanding Texas Class C misdemeanor warrants, in real-time, at the point of a traffic stop and allowing the officers to collect payment for those warrants using a credit card, through a specific feature enhancement to the COPsync Network that we sometimes referred to as the WARRANTsync system.

We also offer the COPsync911 threat alert service for use in schools, hospitals, day care facilities, government office buildings, energy infrastructure and other facilities with a high level of concern about security. When used in schools:

·   The COPsync911 service enables school personnel to instantly and silently send emergency alerts directly to the closest law enforcement officers in their patrol vehicles, and to the local 911 dispatch center, with the mere click of an icon, from any computer within the facility and from any cell phones and other mobile devices associated with the facility. 

·   The alert is also sent to the cell phones of all law enforcement officers in the area and to all teachers, administrators, and other staff at the school, alerting them of imminent danger.  We expect our COPsync911 service to reduce emergency law enforcement response times in those circumstances when seconds and minutes count.

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·   Once the alert is sent, a “crisis communication portal” is established among the person(s) sending the alert, the responding patrol vehicles and the local law enforcement 911 dispatch center.  

·   The portal allows the person(s) initiating the alert to silently communicate with responding officers and the 911 dispatch center about the nature of the threat, whether it is an active gunman, fire, suspicious person or other emergency.  The portal also provides a link to a diagram of the school or other facility and a map to its location. 

We also augment our other services with our own law enforcement in-car video system, named VidTac.

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, 2014.  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, 2014.

Results of Operations

Revenues

Total revenues for the three-month and six-month periods ended June 30, 2015 were $1,246,591 and $2,417,477, respectively, compared to $1,579,591 and $3,067,411 respectively, for comparable periods in 2014.  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 for the three-month and six-month periods ended June 30, 2015 were $747,313 and $1,415,542, respectively, compared to $644,675 and $1,227,564, respectively, for comparable periods in 2014.  The increase in software license/subscriptions revenue was due to an increase in the number of law enforcement agency contracts executed between periods, increased revenue attributable to contract renewals, and revenues attributable to our product, COPsync911.  Hardware, installation and other revenues for the three-month and six-month periods ended June 30, 2015 were $499,278 and $1,001,935, respectively, compared to $934,916 and $1,839,847, respectively, for comparable periods in 2014.  The decrease in these revenues was due to a significant decrease between periods in large, hardware intensive contracts, for both new customers and existing customers.

Some of our new contracts are multiple-year contracts that typically include hardware, installation and training (and integration in some cases) and 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 revenue and subsequently recognized as revenue ratably during the service period.  As of June 30, 2015, we had $3,202,765 in deferred revenues, compared to $3,669,427 at December 31, 2014.  We do not believe that the deferred revenues resulting from these payments will have a material effect on our future working capital for the later years of the contract service periods because a large portion of our continuing customer support costs are incrementally fixed in nature.

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Cost of Revenues and Gross Profit

The following is a summary of our cost of revenues and gross profit or loss for the two revenue types for the respective three-month periods ended June 30, 2015 and 2014: 

	For the three months ended June 30,										For the six months ended June 30,
	2015					2014					2015					2014
	$		%			$		%			$		%			$		%
Hardware, installation and other revenues
Revenues	$	499,278		100	%	$	934,916		100	%	$	1,001,935		100	%	$	1,839,847		100	%
Cost of Revenues-hardware & other external costs		323,585		66	%		746,521		80	%		717,132		72	%		1,389,597		75	%
Cost of Revenues-internal costs		43,118		9	%		52,840		6	%		102,913		10	%		107,671		6	%
Total Gross Profit	$	132,495		25	%	$	135,555		14	%	$	181,890		18	%	$	342,579		19	%
Software license/subscription revenues
Revenues	$	747,313		100	%	$	644,675		100	%	$	1,415,542		100	%	$	1,227,564		100	%
Cost of Revenues-internal costs		321,494		43	%		161,536		25	%		625,186		44	%		310,924		25	%
Amortization of capitalized software development costs		-		0	%		109,117		17	%		-		0	%		218,235		18	%
Total Gross Profit	$	425,819		57	%	$	374,022		58	%	$	790,356		56	%	$	698,405		57	%
Total Company
Revenues	$	1,246,591		100	%	$	1,579,591		100	%	$	2,417,477		100	%	$	3,067,411		100	%
Cost of Revenues		688,197		55	%		1,070,014		66	%		1,445,231		60	%		2,026,427		66	%
Total Gross Profit	$	558,394		45	%	$	509,577		34	%	$	972,246		40	%	$	1,040,984		34	%

Total cost of revenues for the three-month and six-month periods ended June 30, 2015, were $688,197 and $1,445,231, respectively, compared to $1,070,014 and $2,026,427 for the respective comparable periods in 2014.  As a result, we realized gross profits for the three-month and six-month periods ended June 30, 2015 of $558,394 and $972,246, respectively, compared to $509,577 and $1,040,984, respectively, for the comparable periods in 2014.

Cost of revenues for hardware, installation and other revenues for the three-month and six-month periods ended June 30, 2015 were $366,703 and $820,045, respectively, compared to $799,361 and $1,497,268, respectively, for comparable periods in 2014.  The decrease in cost of these revenues between the periods was due to lower hardware sales in 2015.  Included in the cost of these revenues are internal costs, which totaled $43,118 and $102,913 respectively, in 2015, compared to $52,840 and $107,671, respectively, for comparable periods in 2014.  These internal costs represent salaries and travel expenses for our in-house installation and training staff.  The decrease in gross profit performance was due principally to the decreased volume of this business.

Cost of revenues for software license/subscription revenues for the three-month and six-month periods ended June 30, 2015 were $321,494 and $625,186, respectively, compared to $270,653 and $529,159, respectively, for the comparable periods in 2014.  These costs represent internal costs associated with our customer support team and web-hosting facilities, as well as amortization of capitalized developmental software in 2014.  The resulting gross profit from software license/subscription revenues for the three-month and six-month periods ended June 30, 2015 were $425,819 and $790,356, respectively, compared to $374,022 and $698,405, respectively, for comparable periods in 2014.  Beginning in 2015, the Company no longer reports amortization of capitalized software expense because the asset became fully amortized as of December 31, 2014.  This has the effect of reducing the 2015 expense by approximately $109,000 per quarter.  However, this reduction is being partially offset by increased costs of customer support and maintenance services being performed by our Research and Development Group.  For comparison purposes, we have reclassified $28,000 and $64,000, respectively, for the comparable periods in year 2014 from Research and Development Operating Expenses to Software License/Subscription Cost of Sales Expenses.

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 throughout year 2015.  

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Operating Expenses

Research and Development

Total research and development expenses for the three-month and six-month periods ended June 30, 2015 were $459,547 and $945,167, respectively, compared to $377,667 and $894,671, respectively for the comparable periods in 2014.  The respective increase between periods was due principally to contract labor for IT/Software development services for the scalability project which was subsequently placed on hold in second quarter 2015.

We believe our research and development expenses will remain relatively flat until after the NASDAQ up-listing process is successfully completed at which time it will increase to accommodate planned product/service development.

Sales and Marketing

Total sales and marketing expenses for the three-month and six month periods ended June 30, 2015 were $450,822 and $815,189, respectively, compared to $332,044 and $649,001, respectively for the comparable periods in fiscal 2014.  The increase in these expenses between periods was due primarily to increases in headcount additions occurring in year 2015, as well as an increase in contracted sales consultants whose purpose is to expand our sales penetration in, and outside of the State of Texas.

We expect our sales and marketing expenses to remain at a high run rate as we continue to grow the business.

General and Administrative

Total general and administrative expenses for the three-month and six month periods ended June 30, 2015 were $589,214 and $1,004,418, respectively, compared to $360,556 and $794,074, respectively for the comparable periods in fiscal 2014.  The year-over-year increase in expenses for the six months period is due principally to professional services incurred in the second quarter of 2015 involving our commencing of the NASDAQ up-listing process.  These additional services involve specialized legal, investment banking, investor relations, public relations and other advisory service providers.

Our general and administrative expenses will remain high throughout the NASDAQ up-listing process.

Other Expense

Other expense, consisting of interest expense, totaled $170,177 and $238,910 for the three-month and six-month periods ended June 30, 2015, respectively, compared to $44,829 and $55,531, respectively, for same periods in fiscal 2014.  The increase in interest expense between periods relates to our 2014 and 2015 completed debt transactions.  The non-cash portion of the $170,177 expense for the period ended June 30, 2105 is approximately $130,000 and pertains principally to the discount on the three-year, 50% notes and amortization of the beneficial conversion feature for the convertible promissory notes.

Net Loss Before Income Taxes

The net loss before income taxes for the three-month and six-month periods ended June 30, 2015 were $1,111,366 and $2,031,438, respectively, compared to $605,519 and $1,352,293, respectively, for the same periods in fiscal 2014.

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, 2015, we had $142,604 in cash and cash equivalents, compared to $587,459 at December 31, 2014.  The $444,855 decrease in cash was due to net cash used by operating activities of $1,315,291 and investing activities of $4,404, partially offset by net cash provided by financing activities of $874,840.

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The net cash provided by financing activities represents cash proceeds of $514,315 from the issuance of a series of convertible notes, $389,834 in net proceeds from three short-term promissory notes executed during the second quarter of 2015, $107,600 from the exercise of warrants to purchase 538,000 shares of our common stock, and net cash proceeds of $4,577 from investments in our common stock for cash.  These inflows were partially offset by $122,756 in outflows representing monthly payments on outstanding notes for automobile and business insurance loans, and other short-term promissory note payables to third-party financiers, as well as $3,730 in payments on capitalized lease obligations and $15,000 related to the three year 50% notes.

We had a working capital deficiency of $5,326,926 on June 30, 2015, compared to a deficiency of $3,484,825 on December 31, 2014.  However, on June 30, 2015, our current liabilities included $2,315,601 in net deferred revenues attributable

to future performance obligations under prepaid customer contracts, the actual future costs of which we believe will not represent a majority of this amount.

Plan of Operation for the Next Twelve Months

We expect our liquidity position to improve as we proceed through fiscal 2015, thus enabling us to support our planned operating expenses.  In the first six months of 2015, we continued our efforts to manage our liquidity, to avoid default on any third-party obligations and to continue growing our business towards cash-flow break-even, and ultimately profitability, including the following:

1)  Booked orders for new customer contracts executed in the second quarter of 2015 were approximately $1,452,000, which is an increase of 222% over the first quarter of 2015, and represents the highest quarterly sales orders since the second quarter of 2013.  We expect this higher level of sales orders to continue in 2015 as a result of personnel and process changes we made in our sales organization during the second quarter of 2015.  The timeline between receiving a sales order and when we recognize revenue and cost of revenue performance normally ranges from thirty days to four months, depending upon the contract value, the type of funding involved, and scope of work involved.

2)  We raised$514,315inthe first six months of 2015 pursuant to the issuance of convertible notes.  The notes have a three-year term, which bears interest at the rate of two percent simple interest per year, payable in cash.  The principal amount of each note is convertible into shares of stock at a price of $0.22 per share.  The notes may be prepaid by under certain conditions.

3)  Holders of warrants to purchase 538,000 shares of our common stock exercised those warrants in the first six months of 2015, for an aggregateexercise price of $107,600.

4)  Two holders of promissory notes representing an aggregate of $563,477 in principal have expressed their willingness to extend the due dates of their respective notes, one holder whose notes matured during the second quarter totaling $313,477 and another holder whose $250,000 note will mature in the third quarter of 2015.  Both note holders have previously extended their respective notes.  We are working with each lender to document these extensions as of the date of this report.

5)  We raised $350,000 pursuant to bridge loan arrangements consisting of a $300,000 six-month loan executed in early May 2015 and a $50,000 four-month loan executed in June 2015.  The repayment of these loans was personally guaranteed by the Company’s chief executive officer.

6)  We have commenced the process of applying for listing on the NASDAQ Capital Market, which we hope to accomplish by the end of 2015.  We have plans to raise additional capital in connection with our listing on the NASDAQ Capital Market in order to meet the minimum shareholder equity listing standard.

7)  We raised net proceeds of $1,308,350 during the month of July 2015 pursuant to a private placement of convertible notes and warrants with accredited individual and institutional investors, as part of a plan previous approved by our board of directors to raise $2,000,000 in capital funding.  The convertible notes will be converted into shares of our common stock in connection with our listing on the NASDAQ Capital Market, as discussed above.  We will use the proceeds from this financing to repay the remaining balances on the two bridge loans discussed above and for general working capital purposes.

8)  We continue to employ “just in time” principles in our procurement processes for third party hardware, meaning that we attempt to schedule delivery to the customer of the third party hardware we sell immediately after it receives the hardware.  We also continue attempts to collect customer prepayments for the third party hardware sold at or about the time the hardware is ordered, which has helped manage working capital needs.

9)  Key vendors continue to work with us by providing extended payment terms for outstanding payables balances, which has also helped manage working capital needs.

10)  We believe we have the capability to further reduce operating expenses, should circumstances require such actions.

11)  We are no longer attempting to raise funds pursuant to an EB-5 economic development arrangement, as previously reported and are in discussions with the City of Pharr, which previously loaned the Company $475,000 in connection with the proposed EB-5 economic development arrangement, about converting the loan to an economic development grant.

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The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have accumulated significant losses as we have developed our product and service offerings.  We have had recurring losses and expect to report losses for fiscal 2015.  We believe that cash flow from operations, together with the potential sources of debt and equity above will be sufficient to fund our anticipated operations for the next twelve months.

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 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, 2015, 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, 2015, we issued a total of 479,900 shares of our common stock as described below:

1)   We issued 48,000 shares of our common stock upon the exercise of a single outstanding warrant, for an aggregate purchase price of $9,600.

2)   We issued 40,000 shares of our common stock upon the exercise of a single outstanding warrant, for an aggregate purchase price of $8,000, which was associated with a deposit received in the first quarter of 2015.

3) We issued 325,000 shares of common stock to a single investor who elected to convert his $65,000 convertible promissory note.

 4) We issued 50,000 shares of common stock and associated warrants with an exercise price of $0.10 per share for $5,000 of cash received from an individual investor.  The cash was received in a prior period and previously reported as a stock-related deposit.

5)   We issued 16,900 shares of common stock and associated warrants with an exercise price of $0.19 per share for $1,690 of cash received from two individual investors.

The shares of common stock issued upon the exercise of warrants were offered and sold without registration under the Securities Act, or the securities laws of certain states, in reliance on the exemptions provided by Section 3(9) of the Securities Act, and in reliance on similar exemptions under applicable state laws, for exchanges of securities with existing security holders.  The shares of common stock and warrants issued during the period were offered primarily to a single individual that we reasonably believed to be an “accredited investor,” 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 investor 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.

28

Item 6.  Exhibits

Exhibit Number	Description
3.1*	Amended and Restated Bylaws
10.1*	Form of Registration Rights Agreement issued pursuant to the Company’s 2015 Private Placement Offering
10.2*	Form of Securities Purchase Agreement issued pursuant to the Company’s 2015 Private Placement Offering
10.3*	Form of Convertible Promissory Note issued pursuant to the Company’s 2015 Private Placement Offering
10.4*	Form of Stock Purchase Warrant issued pursuant to the Company’s 2015 Private Placement Offering
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.

29

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 11, 2015	By:	/s/ Barry W. Wilson
		Barry W. Wilson
		Chief Financial Officer

30

EX-3.1

Exhibit 3.1

BY-LAWS OF

COPSYNC, INC.

As amended on July 6, 2015

* * * * *

A Delaware Corporation

ARTICLE I

OFFICES

Section 1

The registered office of the Corporation in the State of Delaware shall be located in the City and State designated in the Certificate of Incorporation.

Section 2

The corporation may also have offices at such other places both within and without the state of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUALMEETINGSOFSHAREHOLDERS

Section 1

All meetings of shareholders for the election of directors shall be held at such time and at such places, either within or without the State of Delaware, as may be fixed from time to time by the board of directors.

Section 2

Annual meetings of shareholders, commencing with the year 2007, shall be held on the third Thursday of April of each year if not a legal holiday, and if a legal holiday, then on the next secular day following, or at such other date as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote, a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3

Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGSOFSHAREHOLDERS

Section 1

Special meetings of shareholders may be held at such time and place within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2

Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the chairman or the president or vice president.

Section 3

Written or printed notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of, the chairman or the president or vice president, to each shareholder of record entitled to vote at such meeting.  The notice should also indicate what it is being issued by, or at the direction of, the person calling the meeting.

Section 4

The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

Section 5

After fixing a record date for a meeting, the officer who has charge of the stock ledger of the Corporation, shall prepare an alphabetical list of the names of all its shareholders entitled to notice of the meeting, arranged by voting group with the address of and the number, class, and series, if any, of shares held by each shareholder.  The stock ledger shall be the only evidence as to who are the shareholders entitled to examine the stock ledger, the list required by Section 219 of the Delaware General Corporation Law or the books of the Corporation, or to vote in person or by proxy at any shareholders' meeting.

ARTICLE IV

QUORUMAND VOTING OF STOCK

Section 1

The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2

If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders, unless the vote of a greater or lesser number of share of stock is required by law or the certificate of incorporation.

Section 3

Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

Section 4

The board of directors in advance of any shareholders' meeting may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders' meeting may, and, on the request of any shareholder entitled to vote there-at, shall appoint one or more inspectors. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by the board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

Section 5

ConsentsinLieuofMeeting. Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation, unless the Board approves in advance the taking of such action by means of written consent of stockholders, in which case such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum voting power that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation to its registered office in the State of Delaware, the Corporation’s principal place of business, or the Secretary of the Corporation. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take such action are delivered to the Corporation by delivery to the Corporation’s registered office in the State of Delaware, the Corporation’s principal place of business, or the Secretary. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  An electronic transmission consenting to the action to be taken and transmitted by a stockholder, proxyholder or a person or persons authorized to act for a stockholder or proxyholder shall be deemed to be written, signed and dated for purposes hereof if such electronic transmission sets forth or is delivered with information from which the Corporation can determine that such transmission was transmitted by a stockholder or proxyholder (or by a person authorized to act for a stockholder or proxyholder) and the date on which such stockholder, proxyholder or authorized person transmitted such transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and delivered to the Corporation by delivery either to the Corporation’s registered office in the State of Delaware, the Corporation’s principal place of business, or the Secretary of the Corporation. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.  Notwithstanding the limitations on delivery in the previous sentence, consents given by electronic transmission may be otherwise delivered to the Corporation’s principal place of business or to the Secretary if, to the extent, and in the manner provided by resolution of the Board.  Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders were delivered to the Corporation as provided in this section.

ARTICLE V

DIRECTORS

Section 1

The first Board of Directors and all subsequent Boards of the Corporation shall consist of at least one person, unless and until otherwise determined by vote of a majority of the entire Board of Directors. Directors shall be at least eighteen years of age and need not be residents of the State of Delaware nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

Section 2

Any or all of the directors may be removed, with or without cause, at any time by the vote of the shareholders at a special meeting called for that purpose. Any director may be removed for any cause by the action of the directors at a special meeting called for that purpose. If elected by cumulative voting, a director may be removed only by the shareholders and then only when the votes cast against his removal would not be sufficient to elect him if voted cumulatively at an election at which the same total number of votes were cast and the entire board or the entire class of directors of which he is a member were then being elected. If the director being removed was elected by the holders of the shares of any class or series he cannot be removed by the directors and may be removed only by the applicable vote of the holders of shares of that class or series, voting as a class.

Section 3

Unless otherwise provided in the certificate of incorporation, newly created directorships resulting from an increase in the board of directors and all vacancies occurring in the board of directors, including vacancies caused by removal without cause, may be filled by the affirmative vote of a majority of the board of directors, however, if the number of directors then in office is less than a quorum then such newly created directorships and vacancies may be filled by a vote of a majority of the directors then in office. A director elected to fill a vacancy shall hold office until the next meeting of shareholders at which election of directors is the regular order of business, and until his successor shall have been elected and qualified. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

Section 4

The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

Section 5

The compensation of the officers of the Corporation shall be fixed from time to time by the board of directors.

ARTICLE VI

MEETINGS OF THE BOARDOFDIRECTORS

Section 1

Meetings of the board of directors, regular or special, may be held either within or without the State of Delaware.

Section 2

The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

Section 3

Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4

Special meetings of the board of directors may be called by the chairman or the president on eight (8) days notice to each director personally or by mail, or on two (2) days notice to each director by telegram, telefax, telecopier or telephone; special meetings shall be called by the chairman, the president or secretary in like manner and on like

notice on the written request of two directors.

Section 5

Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 6

A majority of the directors shall constitute a quorum for the transaction of business unless a great or lesser number is required by law or by the certificate of incorporation. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the vote of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7

Unless the certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if a consent in writing to the adoption of resolution authorizing the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

Section 8

Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any equipment by means of which all persons participating in a meeting shall constitute presence in person at the meeting.

ARTICLE VII

EXECUTIVECOMMITTEE

Section 1

The board of directors, by resolution adopted by a majority of the entire board, may designate, from among its members, an executive committee and other committees, each consisting of three or more directors, and each of which, to the extent provided in the resolution, shall have all the authority of the board, except as otherwise required by law.

Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

Section 1

Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, telefax, telecopier or telephone.

Section 2

Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time state therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1

The officers of the corporation shall be chosen by the board of directors and shall be a chief executive officer, a president, a secretary and a treasurer. The board of directors in its discretion may also elect a Chairman of the board of directors. The board of directors or chief executive officer may also choose one or more vice-presidents, and one or more assistance secretaries and assistant treasurers.

Section 2

The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, a secretary and a treasurer, none of whom need be a member of the board. Any two or more offices may be held by the same person, except the offices of president and secretary. Notwithstanding the above, when all the issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices.

Section 3

The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 4

The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5

The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

CHAIRMAN OFTHE BOARDOFDIRECTORS

Section 6

The Chairman of the board of directors shall be a director and shall preside at all meetings of the board of directors at which he shall be present, and shall have such power and perform such duties as may from time to time be assigned to him by the board of directors.

THEPRESIDENT

Section 7

The chief executive officer shall be the chief executive officer of the corporation and shall preside at all meetings of the shareholders and, in the absence of the Chairman of the board of directors,. The chief executive officer shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. The chief executive officer shall have the power to call special meetings of the stockholders or of the board of directors or of the Executive Committee at any time.

Section 7a

President. The President shall have such power and perform such duties as may from time to time be assigned to such officer by the chief executive officer.

Section 8

The chief executive officer shall execute bonds, mortgages and other contracts, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THEVICE-PRESIDENTS

Section 9

The vice-president or, if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THESECRETARY AND ASSISTANT SECRETARIES

Section 10

The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.

Section 11

The assistant secretary or, if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to

time prescribe.

THETREASURER ANDASSISTANT TREASURERS

Section 12

The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of

directors.

Section 13

He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the

corporation.

Section 14

If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 15

The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1

The shares of the corporation shall be represented by certificates signed by the chairman or vice-chairman of the board of the president or a vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation. When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the board of directors to designate and fix the relative rights, preferences and limitations of other series.

Section 2

The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

LOST CERTIFICATES

Section 3

The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issued of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERSOFSHARES

Section 4

Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

FIXING RECORDDATE

Section 5

For the purpose  of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders.  Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

Section 6

The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

LISTOF SHAREHOLDERS

Section 7

A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or be a transfer agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

ARTICLE XI

GENERALPROVISIONS

DIVIDENDS

Section 1

Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in shares of the capital stock or in the corporation's bonds or its property, including the shares or bonds of other corporations subject to any provisions of law and of the certificate of incorporation.

Section 2

Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3

All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCALYEAR

Section 4

The fiscal year of the corporation shall be fixed by resolution of the board of directors.

ARTICLE XII

AMENDMENTS

These by-laws may be amended or repealed or new by laws may be adopted at any regular or special meeting of shareholders at which a quorum is present or represented, by the vote of the holders of shares entitled to vote in the election of any directors, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting.

ARTICLE XIII

No contract or transaction shall be void or void-able if such contract or transaction is between the Corporation and one or more of its Directors or Officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors of Officers, are Directors of Officers, or have a financial interest, when such Director or Officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction or his/her votes are counted for such purpose, if:

(a)	the material facts as to his/her relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(b)	the material facts as to his/her relationship or relationships or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or
(c)	the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the shareholders. Such interested directors may be counted when determining the presence of a quorum at the board of directors or committee meeting authorizing the contract or transaction.

EX-10.1

Exhibit 10.1

COPSYNC, INC.

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 14, 2015, is made and entered into by and between COPsync, Inc., a Delaware corporation with headquarters located at 16415 Addison Road, Suite 300, Addison, Texas 75001 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Purchasers”).

WHEREAS, in connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue and sell to the Purchasers:  (i) Convertible Promissory Notes for an aggregate purchase price of $2,000,000 (the “Notes”), and (ii) warrants to purchase shares of the Company's common stock, $0.001 par value (the “Common Stock”) of the Company (the “Warrants”); and

WHEREAS, in order to induce the Purchasers to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Purchaser hereby agree as follows:

1.           Definitions.

As used in this Agreement, the following capitalized terms shall have the following meanings.  Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.

(a)           “Business Day” means any day other than Saturday, Sunday or a federal holiday.

(b)           “Closing Date” shall have the meaning set forth in the Securities Purchase Agreement.

(c)           “Effectiveness Deadline” means (i) with respect to any Registration Statement required to be filed pursuant to Section 2(a), (A) 90 calendar days after the Filing Deadline for such initial Registration Statement, in the event that a Public Offering closes prior to October 1, 2015, or (B) December 14, 2015, in the event that a Public Offering does not close before October 1, 2015; and (ii) with respect to any additional Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier of the (A) 90th calendar day following the date on which the Company was required to file such additional Registration Statement and (B) 5th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review.

(d)           “Filing Deadline” means (i) with respect to any Registration Statement required to be filed pursuant to Section 2(a), by the earlier of: (A) the 30th calendar day after the closing of a Public Offering, or (B) October 15, 2015; and (ii) with respect to any additional Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the date on which the Company was required to file such additional Registration Statement pursuant to the terms of this Agreement.

(e)           “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency thereof.

(f)            “Public Offering” means a firm commitment underwritten public offering of the Company’s common stock that raises at least $6 million in gross proceeds.

(g)           “Purchasers” means the Purchasers and any transferee or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 9 hereof.

(h)           “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness of such Registration Statement by the SEC; provided, however, if the Required Holders in good faith determine that under applicable SEC interpretations, rules or policies a Rule 415 registration would not, in light of the circumstances of the Company or the proposed offering, permit the resale of all of the Registrable Securities immediately after effectiveness, or material limitations would be imposed on any such resale, then the registration shall be on Form S-1 or such other form that permits the maximum ability of holders of Registrable Securities to effectuate an unrestricted resale of such securities.

(i)            “Registrable Securities” means (i) the Common Stock into which the Principal Amount, together with any accrued interest and any other amounts payable under the Notes may be converted and (ii) the shares of Common Stock issuable upon exercise or otherwise pursuant to the Warrants (without regard to any limitations on exercise set forth therein) (the "Warrant Shares"), and (iii) any shares of capital stock issued or issuable in exchange for or otherwise with respect to the foregoing.

(i)            “Registration Statement” means a registration statement of the Company under the Securities Act which the Company may or is obligated to file hereunder.

(j)            “Required Holders” means the holders of at least a majority of the Notes.

(k)           “Rule 144” means Rule 144 promulgated by the SEC under the Securities Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation of the SEC that may at any time permit the Purchasers to sell securities of the Company to the public without registration.

(l)            “Rule 415” means Rule 415 promulgated by the SEC under the Securities Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation of the SEC providing for offering securities on a continuous or delayed basis.

(m)          “SEC” means the United States Securities and Exchange Commission or any successor thereto.

2.           Registration.

(a)           Mandatory Registration.  Subject to the terms and conditions, and in accordance with the provisions of Section 3 and Section 4 hereof, and subject to the limitations of this Section 2, the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC an initial Registration Statement on Form S-1 (or if applicable, then a Form S-3) covering the resale of all of such Registrable Securities.  The Company shall use reasonable best efforts to have such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline for such Registration Statement.

(b)           Piggy-Back Registrations.  Subject to the terms and conditions, and in accordance with the provisions of, Section 4 hereof, in the event that all Registrable Securities are not registered for resale, should the Company at any time prior to the expiration of the Registration Period (as hereinafter defined), determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide employee benefit plans), the Company shall send to each Purchaser who is entitled to registration rights under this Section 2(b) written notice of such determination and, if within 20 days after the effective date of such notice (as provided for in Section 11(b) hereof), such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Purchaser requests to be registered.  Notwithstanding any other provision of this Agreement, the Company may withdraw any registration statement referred to in this Section 2(b) without incurring any liability to the Purchasers.

(c)           Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Purchasers participating therein (or as otherwise may be acceptable to each Purchaser) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Registration Statement by all Purchasers until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid.  In making such reduction, the Company shall reduce the number of shares to be included by all Purchasers on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Purchaser) unless the inclusion of shares by a particular Purchaser or a particular set of Purchasers are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Purchaser or set of Purchasers shall be the only shares subject to reduction (and if by a set of Purchasers on a pro rata basis by such Purchasers or on such other basis as would result in the exclusion of the least number of shares by all such Purchasers); provided, that, with respect to such pro rata portion allocated to any Purchaser, such Purchaser may elect the allocation of such pro rata portion among the Registrable Securities of such Purchaser.  In addition, in the event that the Staff or the SEC requires any Purchaser seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Purchaser does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Purchaser, until such time as the Staff or the SEC does not require such identification or until such Purchaser accepts such identification and the manner thereof.

(d)           Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Purchasers based on the number of Registrable Securities held by each Purchaser at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC.  In the event that a Purchaser sells or otherwise transfers any of such Purchaser’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Purchaser shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Purchasers, pro rata based on the number of Registrable Securities then held by such Purchasers which are covered by such Registration Statement.

(e)           Allocation of Other Securities.  If for any reason the SEC or its Staff requires the Company to reduce the number of securities to be included on any Registration Statement in which the Registrable Securities are included (the “SEC Cutback”), then the Company shall reduce the number of securities to be included in such Registration Statement to the extent of the SEC Cutback as follows: first, for any securities other than the Registrable Securities; and second, for any Registrable Securities held by the Purchasers on a pro rata basis in accordance with Section 2(c) above.  Until all Registrable Securities are included on one or more effective Registration Statements, the Company shall not enter into any agreement providing any registration rights to any of its security holders without the consent of the Required Holders.

(f)           Termination.  All registration rights under this Section 2 shall terminate and be of no further force and effect upon repayment of the Notes (with respect to each Note).

(g)           Late Fees. If for any reason the Company does not file a Registration Statement by the Filing Deadline ("Filing Default") or if for any reason it is unable to have that registration statement declared effective by the SEC as of the Effectiveness Deadline ("Effectiveness Default"), then the Company shall pay promptly an amount that is determined by (A) multiplying (i) the aggregate principal amount of the Notes sold, by (ii) 0.03, and then (iii) dividing by 30, followed by (B) multiplying the result by the number of elapsed days needed to cure the Filing Default or the Effectiveness Default. By way of example if the Company cured the Filing Default or the Effectiveness Default 10 days after the Filing Deadline or 10 days after the Effectiveness Deadline, then it would be required to pay assuming the sale of an aggregate principal amount of $2,000,000 in Notes the Purchasers as a group an aggregate of $20,000, according to their respective interests, no later than the earlier of (x) 10 business days after cure of the Filing Default or of the Effectiveness Default, or (ii) 10 business days after the month in which the Filing Default or the Effectiveness Default has occurred.

3.           Obligations of the Company.  In connection with the registration of the Registrable Securities, the Company shall have the following obligations:

(a)           On or prior to the Filing Deadline the Company will use reasonable best efforts to file a Registration Statement with the SEC on Form S-1 covering the Public Offering on or prior to the Filing Deadline and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable after such filing (but in no event later than the Effectiveness Date).  Subject to the Grace Period, upon effectiveness, the Company shall use its reasonable best efforts to keep such Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of:  (i) the date on which all of the Registrable Securities covered by the Registration Statement have been sold and (ii) the date on which the Registrable Securities (in the opinion of counsel to the Purchasers reasonably acceptable to the Company) may be immediately sold to the public by non-affiliates without registration or restriction (including, without limitation, as to volume by each holder thereof) under the Securities Act (the “Registration Period”).  Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement (1) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading and (2) will disclose (whether directly or through incorporation by reference to other SEC filings to the extent permitted) all material information regarding the Company and its securities. The Company shall submit to the SEC, within five Business Days after the later of the date that (i) the Company learns that no review of a particular Registration Statement will be made by the Staff or that the Staff has no further comments on a particular Registration Statement (as the case may be) and (ii) the consent of legal counsel is obtained pursuant to Section 3(c) (which consent shall be immediately sought), a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request.

(b)           The Company shall use its reasonable best efforts to prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statements and the prospectus used in connection with the Registration Statements, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep the Registration Statements effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statements; provided, however, by 8:30 a.m. (New York time) on the Business Day immediately following each Effective Date, the Company shall file with the SEC in accordance with Rule 424(b) under the Securities Act the final prospectus to be used in connection with sales pursuant to the applicable Registration Statement (whether or not such a prospectus is technically required by such rule).

(c)           If requested by a Purchaser, the Company shall furnish to each Purchaser whose Registrable Securities are included in a Registration Statement promptly (but in no event more than three Business Days) after the Registration Statement is declared effective by the SEC, such number of copies of a final prospectus and all amendments and supplements thereto and such other documents as such Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Purchaser.  The Company will promptly notify each Purchaser of the effectiveness of each Registration Statement or any post-effective amendment.  The Company will, as promptly as reasonably practical, respond to any and all comments received from the SEC (which comments relating to such Registration Statement that pertain to the Purchasers as “Selling Shareholders” shall promptly be made available to the Purchasers upon request; provided that, the Company shall not be obligated to make available any comments that would result in the disclosure to the Purchasers of material and non-public information concerning the Company or that contain information for which the Company has sought confidential treatment), with a view towards causing each Registration Statement or any amendment thereto to be declared effective by the SEC as soon as practicable, shall promptly file an acceleration request as soon as practicable following the resolution or clearance of all SEC comments or, if applicable, following notification by the SEC that any such Registration Statement or any amendment thereto will not be subject to review and, if required by law, shall promptly file with the SEC a final prospectus as soon as practicable following receipt by the Company from the SEC of an order declaring the Registration Statement effective.

(d)           The Company shall use reasonable best efforts to:  (i) register and qualify the Registrable Securities covered by the Registration Statements under such other securities or “blue sky” laws of such jurisdictions in the United States as the Purchasers who hold a majority-in-interest of the Registrable Securities being offered reasonably request (not to exceed 10 states), (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to:  (a) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (b) subject itself to general taxation in any such jurisdiction, (c) file a general consent to service of process in any such jurisdiction, (d) provide any undertakings that cause the Company undue expense or burden, or (e) make any change in its charter or bylaws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its shareholders.

(e)           The Company shall promptly notify each Purchaser (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective amendment has become effective, and when the Company receives written notice from the SEC that a Registration Statement or any post-effective amendment will be reviewed by the SEC, (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt of any request by the SEC or any other federal or state governmental authority for any additional information relating to the Registration Statement or any amendment or supplement thereto or any related prospectus. The Company shall respond as promptly as practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto.

(f)           The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement, and, if such an order is issued, to obtain the withdrawal of such order at the earliest possible moment and to notify each Purchaser who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof.

(g)           The sections of such Registration Statement covering information with respect to the Purchasers, the Purchaser’s beneficial ownership of securities of the Company or the Purchasers intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Purchasers.

(h)           In connection with an underwritten offering only, at the request of the Required Holders, the Company shall furnish, on the date that Registrable Securities are delivered to an underwriter for sale in connection with any Registration Statement:  (i) an opinion, dated as of such date, from counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the underwriters, if any, and the Purchasers and (ii) a letter, dated such date, from the Company’s independent registered public accounting firm in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and the Purchasers.

(i)           The Company shall take all reasonable efforts to cause all the Registrable Securities covered by the Registration Statement to be quoted on the NASDAQ Capital Market (or equivalent reasonably acceptable to the Required Holders) or listed on a national exchange.

(j)           The Company shall provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement.

(k)           The Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

(l)           The Company shall use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

(m)           Notwithstanding anything to the contrary herein (but subject to the last sentence of this Section 3(m)), at any time after the Effective Date of a particular Registration Statement, the Company may delay the disclosure of material, non-public information concerning the Company or any of its subsidiaries, the disclosure of which at the time is not, in the good faith opinion of the board of directors of the Company, in the best interest of the Company and is not otherwise required to be disclosed under applicable law (a “Grace Period”), provided that the Company shall promptly notify the Purchasers in writing of the existence of material, non-public information giving rise to a Grace Period (provided that in each such notice the Company shall not disclose the content of such material, non-public information to any of the Purchasers) and the date on which such Grace Period will begin and end.

4.           Underwriting Requirements.  In connection with any Registration Statement involving an underwritten offering of shares of the Company’s Common Stock, the Company shall not be required to include any of the Purchasers' Registrable Securities in such underwriting unless the Purchaser accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriter in its sole discretion determines will not jeopardize the success of the offering by the Company.  If the total number of Registrable Securities to be included in such offering (the “Requested Securities”) exceeds the number of securities to be sold (other than by the Company) that the underwriter in its reasonable discretion determines is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Requested Securities which the underwriter, in its sole discretion, determines will not jeopardize the success of the offering.  If the underwriter determines that less than all of the Requested Securities requested to be registered can be included in such offering, then the securities to be registered that are included in such offering shall be allocated among the holders of the Registrable Securities (the “Holders”) in proportion (as nearly as practicable to) the number of Requested Securities owned by each Holder.  To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 10 shares.  For purposes of the provision in this Section 4 concerning apportionment, for any Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, shareholders, and affiliates of such Holder, or the estates and immediate family members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing persons, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate number of Requested Securities owned by all persons included in such “Holder,” as defined in this sentence.  The Purchasers understand that the underwriter may determine that none of the Registrable Securities can be included in the offering.

5.           Obligations of the Purchasers. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations:

(a)           It shall be a condition precedent to the obligations of the Company to include any Purchaser’s Registrable Securities in any Registration Statement that such Purchaser shall timely furnish to the Company such information regarding itself, the Registrable Securities held by it, the intended method of disposition of the Registrable Securities held by it and any other information as shall be reasonably required to effect the registration of such Registrable Securities and shall provide such information and execute such documents in connection with such registration as the Company may reasonably request.  At least three Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Purchaser of the information the Company requires from each such Purchaser.

(b)           Each Purchaser, by such Purchaser’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements hereunder, unless such Purchaser has notified the Company in writing of such Purchaser’s election to exclude all of such Purchaser’s Registrable Securities from the Registration Statements.

(c)           In the event that Purchasers holding a majority-in-interest of the Registrable Securities being registered determine to engage the services of an underwriter, each Purchaser agrees to enter into and perform such Purchaser’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Purchaser has notified the Company in writing of such Purchaser’s election to exclude all of such Purchaser’s Registrable Securities from such Registration Statement.

(d)           Each Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event of which the Company has knowledge as a result of which the prospectus included in any Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or of the issuance of a stop order or other suspension of effectiveness of any Registration Statement, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Purchaser’s receipt of the copies of the supplemented or amended prospectus and, if so directed by the Company, such Purchaser shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Purchaser’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

(e)           No Purchaser may participate in any underwritten registration hereunder unless such Purchaser:  (i) agrees to sell such Purchaser’s Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 6 below.

(f)           Each Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with the offer and sale of Registrable Securities pursuant to any Registration Statement.

6.           Expenses of Registration.  All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of legal counsel to the underwriter (if any) shall be borne by the Company.

7.           Indemnification.

(a)           To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Purchaser and each of its directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls such Purchaser within the meaning of the Securities Act or the Exchange Act and each of the directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Indemnified Person”), against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to Section 7(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.  Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of such Registration Statement or any such amendment thereof or supplement thereto and (ii) shall not be available to a particular Purchaser to the extent such Claim is based on a failure of such Purchaser to deliver or to cause to be delivered the prospectus made available by the Company (to the extent applicable), including, without limitation, a corrected prospectus, if such prospectus or corrected prospectus was timely made available by the Company and then only if, and to the extent that, following the receipt of the corrected prospectus no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person.

(b)           In connection with any Registration Statement in which a Purchaser is participating, such Purchaser agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 7(a), the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Purchaser expressly for use in connection with such Registration Statement; and, subject to Section 7(c) and the below provisos in this Section 7(b), such Purchaser will reimburse promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, the indemnity agreement contained in this Section 7(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Purchaser, which consent shall not be unreasonably withheld or delayed, provided further that such Purchaser shall be liable under this Section 7(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Purchaser as a result of the applicable sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party.

(c)           Promptly after receipt by an Indemnified Person or Indemnified Party (as the case may be) under this Section 7 of notice of the commencement of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 7, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party (as the case may be); provided, however, an Indemnified Person or Indemnified Party (as the case may be) shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Indemnified Person or Indemnified Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Indemnified Person or Indemnified Party and the indemnifying party, and such Indemnified Person or such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Person or such Indemnified Party and the indemnifying party (in which case, if such Indemnified Person or such Indemnified Party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party, provided further that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses of more than one separate legal counsel for such Indemnified Person or Indemnified Party). The Indemnified Party or Indemnified Person shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably withhold, delay or condition its consent.  No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 7, except to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action.

(d)           No Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable Securities who is not guilty of fraudulent misrepresentation.

(e)           The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

8.           Amendment of Registration Rights.  The terms and provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with written consent of the Company and the Required Holders.  Any amendment or waiver effected in accordance with this Section 8 shall be binding upon each Purchaser and the Company; provided that no such amendment shall be effective to the extent that it (1) applies to less than all of the holders of Registrable Securities or (2) imposes any obligation or liability on any Purchaser without such Purchaser’s prior written consent (which may be granted or withheld in such Purchaser’s sole discretion). No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.  No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

9.           Miscellaneous.

(a)           A person or entity is deemed to be a holder of Registrable Securities whenever such person or entity owns of record such Registrable Securities.  If the Company receives conflicting instructions, notices or elections from two or more persons or entities with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

(b)           Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party.  The addresses for such communications shall be:

If to the Company:

COPsync, Inc.

16415 Addison Road, Suite 300

Addison, Texas 75001

Telephone: 972-865-6192

Facsimile No.:

With a copy (not constituting notice) to:

Harter Secrest & Emery LLP

1600 Bausch & Lomb Place

Rochester, New York 14534

Attention: Alexander McClean, Esq.

Telephone: 585-232-6500

Facsimile No.: 585-232-2152

If to a Purchaser:

To the address set forth on the signature page of this Agreement.

With a copy (not constituting notice) to:

Maxim Group LLC

405 Lexington Avenue

New York, NY 10174

Each party shall provide notice to the other party of any change in address.

(c)           Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

(d)           This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof.  Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby.  Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement.  Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

(e)           In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

(f)           This Agreement and the other Transaction Documents (including all schedules and exhibits thereto) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.  This Agreement and the other Transaction Documents (including all schedules and exhibits thereto) supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

(g)           This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.  This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto or their respective permitted successors and assigns.

(h)           The headings in this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.  Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(i)           This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.  This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission or electronic mail delivery of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

(j)           Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k)           Except as otherwise provided herein, all consents and other determinations to be made by the Purchasers pursuant to this Agreement shall be made by the Required Holders.

(l)           The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(m)           The obligations of each Purchaser under this Agreement and the other Transaction Documents are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement or any other Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as, and the Company acknowledges that the Purchasers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Purchasers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement or any of the other the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

[Remainder of page intentionally left blank; signature pages follow.]

IN WITNESS WHEREOF, the undersigned Purchasers and the Company have caused this Registration Rights Agreement to be duly executed as of the date first above written.

COPSYNC, INC.
By:
	Name: Ronald A. Woessner
	Title : Chief Executive Officer
PURCHASERS:
The Purchasers executing the Signature Page in the form attached hereto as Annex A and delivering the same to the Company or its agents shall be deemed to have executed this Agreement and agreed to the terms hereof.

Annex A

Registration Rights Agreement

Purchaser Counterpart Signature Page

The undersigned, desiring to: enter into this Registration Rights Agreement dated as of June __, 2015 (the “Agreement”), between the undersigned, COPsync, Inc., a Delaware corporation (the “Company”), and the other parties thereto, in or substantially in the form furnished to the undersigned, hereby agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof.

IN WITNESS WHEREOF, the undersigned has executed the Agreement as of June __, 2015.

PURCHASER:

Name and Address, Fax No. and Social Security No./EIN of Purchaser:

______________________________________

______________________________________

______________________________________

______________________________________

Fax No.: _______________________________

Soc. Sec. No./EIN: _______________________

If a partnership, corporation, trust or other business entity:

By:

___________________________________                                              

       Name:

       Title:

If an individual:

_____________________________________

Signature

EX-10.2

Exhibit 10.2

COPsync, Inc.

Securities Purchase Agreement

Investor Package

July 14, 2015

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INSTRUCTIONS FOR INVESTING

If you wish to purchase the offered securities of COPsync, Inc., please:

(1) Review this Securities Purchase Agreement, Registration Rights Agreement, Convertible Promissory Note, Warrant, and Escrow Agreement.

(2) Indicate where appropriate, in Exhibit A to the Securities Purchase Agreement, your status as an Accredited Investor by initialing the appropriate accreditation categories.

(3) Type or print all information required in the blank sections in Exhibit A of the Securities Purchase Agreement, including your requested subscription amount and your federal taxpayer identification number.

(4) Execute the signature pages to the Securities Purchase Agreement, Registration Rights Agreement and Escrow Agreement.

(5) If you are an individual, complete and execute, or cause to be executed, the enclosed Spousal Consent included as Exhibit B by either (i) having your spouse execute such consent or (ii) if  you are not married, by confirming your status as single on such consent.

(6) Along with the full amount of your investment paid by means of a check made payable to “COPsync 2015 Private Placement Escrow Account” or a wire transfer to the following:

JP Morgan Chase Bank NA

4 Metro Tech Center, 14th Floor

Brooklyn, NY 11245

ABA #021000021

Swift Code: CHASUS33

A/C Name: Continental Stock Transfer & Trust Co A/A/F COPsync 2015 Private Placement Escrow Account

A/C No:530402165

You must send the completed and executed signature pages to this Securities Purchase Agreement, the Registration Rights Agreement, the completed Purchaser Information  (Exhibit A)and the Spousal Consent (Exhibit B) to Maxim Group LLC, preferably by email or fax:

Maxim Group LLC

Attn: Eddie Grossman

405 Lexington Avenue

New York, New York 10174

Fax: (212) 895-3783

Email: egrossman@maximgrp.com

    The Company may choose not to accept all or some of any investor’s subscription for any reason (regardless of whether any check or wire transfer relating to this subscription is deposited in a bank or trust account).  The Company will send to you a fully executed copy of the transaction documents if your subscription is accepted.  If you have any questions in completing the transaction documents, please contact Eddie Grossman at (212) 895-3511.

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COPSYNC, INC.

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (the “Agreement”) is entered into by and between COPsync, Inc., a Delaware corporation (the “Company”), and the undersigned purchasers (each, a “Purchaser”, and collectively, the “Purchasers”) as of the latest date set forth on the signature page hereto.

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Purchasers hereby agree as follows:

1.    Purchase of Securities.  (Capitalized terms used below and not otherwise defined are defined in Section 2 of the Agreement.)

(a)    Subject to the terms and conditions of this Agreement, the undersigned Purchaser hereby subscribes for (i) a 8% convertible promissory note with a term of three years in the form attached as Exhibit C (“Note”), and (ii) a warrant with a term of five years for the purchase of shares of the Company's common stock, $0.0001 par value (the "Common Stock") equal to the principal amount of the Note by the closing price of the Company’s Common Stock on the OTCQB on the Closing Date (as defined below), in the form attached as Exhibit D (“Warrant”) (the Note and the Warrant are collectively referred to as the “Securities”).  The total amount to be paid for the Securities shall be the amount accepted by the Company in connection with this investment, which may be less than or equal to the amount indicated by the undersigned Purchaser on the signature page hereto (the “Subscription Amount”).  The offering, purchase and sale of the Securities is referred to herein as the “Offering.”

(b)    The Purchasers will have certain registration rights relating to the Common Stock underlying the Securities, which rights are set forth in the Registration Rights Agreement, a form of which is attached hereto as Exhibit E (“Registration Rights Agreement”).

 (c)    Maxim Group LLC has been retained by the Company as the sole placement agent for the Offering (the “Placement Agent”).

2.    Closing.

(a)    On or prior to the applicable Closing Date (as defined below), the Purchaser shall deliver or cause to be delivered to the Placement Agent the following in accordance with the subscription procedures described in Section 2(b) below:

 (i)            a completed and duly executed signature page of this Agreement;

 (ii)           the completed Purchaser Questionnaire included in Exhibit A, attached hereto;

 (iii)          a spousal consent substantially in the form of Exhibit B, attached hereto (the “Spousal Consent”);

 (iv)duly executed signature pages of the Registration Rights Agreement; and

 (v)          the Subscription Amount by check or wire transfer.

(b)    The Purchaser shall deliver or cause to be delivered, preferably by fax or e-mail, the closing deliveries described above to the Placement Agent at the following address:

Maxim Group LLC

Attn: Eddie Grossman

405 Lexington Avenue

New York, New York 10174

Fax: (212) 895-3783

Email: egrossman@maximgrp.com

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The Subscription Amount if paid by check will be mailed to the Placement Agent at the address above.  If the Subscription amount is paid by wire transfer it shall be wired to the following account:

JP Morgan Chase Bank NA

4 Metro Tech Center, 14th Floor

Brooklyn, NY 11245

ABA #021000021

Swift Code: CHASUS33

A/C Name: Continental Stock Transfer & Trust Co A/A/F COPsync 2015 Private Placement Escrow Account

A/C No:530402165

Immediately following receipt of the deliverables from all of the Purchasers and acceptance by the Company in accordance with subsection (c) below, the Subscription Amount will be delivered to the Company.

(c)    This Agreement sets forth various representations, warranties, covenants and agreements of the Company and of the Purchaser, as the case may be, all of which shall be deemed made, and shall be effective without further action by the Company and the Purchaser, immediately upon the Company’s acceptance of the Purchaser’s subscription and shall thereupon be binding upon the Company and the Purchaser.  Acceptance shall be evidenced only by execution of this Agreement by the Company on its signature page attached hereto.  Upon the Company's acceptance of the Purchaser's subscription and receipt of the Subscription Amount, on the applicable Closing Date, the Placement Agent shall deliver to the Purchaser a duly executed copy of each of the Agreement, the Note, the Warrant, the Registration Rights Agreement and the Escrow Agreement.

(d)    The purchase and sale of the Securities shall first be consummated on July 13, 2015 (the “Initial Closing Date”) and shall thereafter occur in one or more additional purchases and sales in increments of at least $250,000 consummated on or before July 30, 2015; provided, however, that the Company reserves the right to extend the Offering for up to an additional 30 days beyond the Initial Closing Date (the “Final Closing Date”) (each, a “Closing,” and each date of Closing, together with the Initial Closing Date and Final Closing Date, the “Closing Date” or the “Closing Dates”, depending on the context used).

3.    Company Representations and Warranties.  The Company hereby represents and warrants that, as of the Closing Date applicable to the Purchaser:

(a)    Organization and Business.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted.  The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.  As used in this Agreement, the term “Material Adverse Effect” means any material adverse effect on the business, operations, assets (including intangible assets), liabilities (actual or contingent), financial condition, or prospects of the Company, if any, taken as a whole, or on the transactions contemplated hereby or by the Transaction Documents (as defined below).  

(b)    Capitalization.

 (i)            As of June 1, 2015, the Company has two classes of authorized capital stock consisting of 500,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which 203,035,444 shares of Common Stock are issued and outstanding and 475,000 shares of Preferred Stock are issued and outstanding.  Schedule 3(b)(i) includes a detailed schedule of the Company's capitalization as of June 1, 2015.

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 (ii)           Except as disclosed in Schedule 3(b)(ii) to this Agreement, the Company’s private placement memorandum dated June 16, 2015 (the “PPM”) or in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2015 (“Form 10-K”) and its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2015 (the “SEC Reports”), as of the applicable Closing Date: (A) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any capital stock of the Company, or arrangements by which the Company is or may become bound to issue additional capital stock, (B) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its or their securities under the Securities Act of 1933, as amended (the “Securities Act”) and (C) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Securities.

 (iii)          Except as disclosed in Schedule 3(b)(iii) to this Agreement, no shares of capital stock of the Company are subject to preemptive rights or any other similar rights of anyone or any lien, title claim, encumbrance, security interest, adverse claim, contract of sale, restriction on use or transfer (other than restrictions on transfer under applicable state and federal securities laws or “blue sky” or other similar laws (collectively, the “Securities Laws”)) or other defect of title of any kind (each, a “Lien”) imposed through the actions or failure to act of the Company.

(c)    Authorization; Enforceability.  All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of the Transaction Documents (as defined in subsection (f) below), the performance of all obligations of the Company under the Transaction Documents, and the authorization, issuance, sale and delivery of the Securities has been taken, and each Transaction Document constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable or legal remedies.

(d)    Valid Issuance.  The Securities being acquired by the Purchasers hereunder, are duly authorized for issuance and sale to the Purchasers and, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration, will be validly issued and free from all Liens.  The shares of Common Stock to be issued pursuant to the conversion of the Notes and exercise of the Warrants are duly authorized and reserved for issuance and, upon conversion of the Note or exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all Liens.

(e)    Litigation.  Except as set forth in Schedule 3(e), there is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened against the Company.  The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.  There is no action, suit, proceeding or investigation by the Company currently pending or that the Company intends to initiate.

(f)     No Conflict.  The execution, delivery and performance of this Agreement, the Note, the Warrant, the Registration Rights Agreement, the Escrow Agreement, and the other agreements entered into by the Company in connection with the Offering (the “Transaction Documents”) and the consummation by the Company of the transactions contemplated hereby and thereby will not: (i) conflict with or result in a violation of any provision of the charter or by-laws of the Company or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or by which any property or asset of the Company is bound or affected, except where such conflict, violation or breach, individually or in the aggregate, would not have a Material Adverse Effect.  The Company is not in violation of its charter, bylaws, or other organizational documents.  The business of the Company is not being conducted in violation of any law, rule, ordinance or regulation of any governmental entity, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect.  Except for filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been made or will be made by the Company in the required time thereunder, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement or any Transaction Document in accordance with the terms hereof or thereof or to issue and sell the Securities in accordance with the terms hereof.

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(g)    Intellectual Property.  Other than inventions of the Company whose patent applications have yet to be filed, Schedule 3(g) to this Agreement sets forth a complete and accurate listing of all of the Company’s patents and patent applications (“Patents”). The Company owns valid title, free and clear of any Liens, or possesses the requisite valid and current licenses or rights, free and clear of any Liens, to use the Patents, copyrights, trademarks, service marks, trade names, Internet domain names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property in connection with the conduct of its business as now operated, and to the best of the Company’s knowledge, as presently contemplated to be operated in the future (collectively, the “Intellectual Property”).  Other than as set forth on Schedule 3(g) to this Agreement, none of the Intellectual Property is unenforceable or invalid; none of the Company has received any notice of violation or conflict with (and none of the Company knows of any basis for violation or conflict with) rights of others with respect to the Intellectual Property; there are no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that allege any of the Company is infringing any patent, trade secret, trademark, service mark, copyright or other intellectual property or proprietary right.  Other than as set forth on Schedule 3(g) to this Agreement, the Company’s current and intended products, services and processes do not violate or conflict with any intellectual property or proprietary right of any third party, or any discovery, invention, product or process that is the subject of a patent application filed by any third party; no officer, director or employee of the Company is in or has ever been in violation of any term of any patent non-disclosure agreement, invention assignment agreement, or similar agreement relating to the protection, ownership, development use or transfer of the Intellectual Property or, to the Company’s knowledge, any other intellectual property, except where any violation would not, individually or in the aggregate, have a Material Adverse Effect.  The Company is not in breach of, and has complied in all material respects with all terms of, any license or other agreement relating to the Intellectual Property.  The Company is not subject to any non-competition or other similar restrictions or arrangements relating to any business or service anywhere in the world.  The Company has taken all necessary and appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property (“Confidential Information”).  All use or disclosure of Confidential Information owned by the Company by or to a third party has been pursuant to a written agreement between the Company and such third party.  All use or disclosure of Confidential Information not owned by the Company has been pursuant to the terms of a written agreement between the Company and the owner of such Confidential Information, or is otherwise lawful. It will not be necessary to use any inventions of any of its employees or consultants (or persons it currently intends to hire) made prior to their employment by the Company.  Each employee and consultant of the Company has assigned to the Company all intellectual property rights he or she owns that are related to the Company’s business as now conducted and as presently proposed to be conducted.

(h)    Management.  As of the date of this Agreement, the Company's Board of Directors and named executive officers consists of the individuals identified in the SEC Reports.

(i)     Financial Statements.  The financial statements included in the SEC Reports fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments.  Except as set forth in the financial statements, the Company has no material liabilities or obligations, contingent or otherwise, other than liabilities incurred in connection with the consummation of the transactions contemplated under the Offering and those incurred in the ordinary course of business subsequent to March 31, 2015.  Since March 31, 2015, nothing has occurred which would have a Material Adverse Effect.

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 (j)    Tax Matters.  The Company has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject and has paid all taxes and other governmental assessments and charges, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.  All such tax returns and reports filed on behalf of the Company were complete and correct in all material respects and were prepared in good faith without willful misrepresentation.  There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.  The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax.  The Company has not received notice that any of its tax returns is presently being audited by any taxing authority.

(k)    Certain Transactions.  Except as set forth in the PPM or SEC Reports, there are no loans, leases, royalty agreements or other transactions between: (i) the Company or any of its respective customers or suppliers, and (ii) any officer, employee, consultant or director of the Company or any person owning 5% or more of the ownership interests of the Company or any member of the immediate family of such officer, employee, consultant, director, shareholder or owner or any corporation or other entity controlled by such officer, employee, consultant, director, shareholder or owner, or a member of the immediate family of such officer, employee, consultant, director, shareholder or owner.

(l)     Material Agreements.   Except as disclosed on Schedule 3(l) to this Agreement or as listed on the exhibit indexes to the SEC Reports (each contract, agreement, commitment or understanding disclosed on Schedule 3(l) being hereinafter referred to as a “Material Agreement”) or as contemplated by this Agreement or any Transaction Document, there are no agreements, understandings, commitments, instruments, contracts, employment agreements, proposed transactions or judgments to which the Company is a party or by which it is bound which may involve obligations (contingent or otherwise), or a related series of obligations (contingent or others), of or to, or payment, or a related series of payments, by or to the Company in excess of $50,000 in any one year.  All Material Agreements are in full force and effect and constitute legal, valid and binding obligations of the Company, and to the Company's knowledge, the other parties thereto, and are enforceable in accordance with their respective terms.   Neither the Company nor, to the Company’s knowledge, any person is in default under the terms of any Material Agreement, and no circumstance exists that would, with the giving of notice or the passage of time, constitute a default under any Material Agreement.

(m)   Title to Assets.  The Company has good and marketable title to all real and personal property owned by it that is material to the business of the Company, in each case free and clear of all liens and encumbrances, except those, if any, disclosed in the PPM or SEC Reports or incurred in the ordinary course of business consistent with past practice.  Any real property and facilities held under lease by the Company are held by it under valid, subsisting and enforceable leases (subject to laws of general application relating to bankruptcy, insolvency, reorganization, or other similar laws affecting creditors' rights generally and other equitable remedies) with which the Company is in compliance in all material respects.

(n)    Subsidiaries; Joint Ventures.  Except for the subsidiaries described in the PPM or SEC Reports, the Company has no subsidiaries and except as described in the PPM or SEC Reports (i) does not otherwise own or control, directly or indirectly, any other Person and (ii) does not hold equity interests, directly or indirectly, in any other Person.  Except as described in the PPM or SEC Reports, the Company is not a participant in any joint venture, partnership, or similar arrangement material to its business.  "Person" means an individual, entity, partnership, limited liability company, corporation, association, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereof.

(o)    No General Solicitation. Neither the Company nor any officer, director or employee or other agent of the Company other than the Placement Agent, in the transactions contemplated hereby, has conducted any “general solicitation,” as such term is defined in Regulation D promulgated under the Securities Act, with respect to any securities offered in the Offering.

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(p)    No Integrated Offering.  Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the Securities.  The issuance of the Securities will not be integrated (as defined in Rule 502 of the Securities Act) with any other issuance of the Company’s securities (past, current or future) that would require registration under the Securities Act of the issuance of the Securities.  

(q)    No Brokers.  The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby, other than to the Placement Agent, whose fee is described in the PPM.

(r)     Offering.  Subject to the accuracy of the Purchaser’s representations and warranties in Section 4 of this Agreement, and the accuracy of other purchasers’ representations and warranties in their respective Securities Purchase Agreements, the offer, sale and issuance of the Securities in the Offering, constitute transactions exempt from the registration requirements of Section 5 of the Securities Act and from the registration or qualification requirements of applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

  4.Purchaser Acknowledgements and Representations.  In connection with the purchase of the Securities, Purchaser represents and warrants as of the Closing Date applicable to the Purchaser and/or acknowledges, to the Company, the following:

(a)    Acceptance.  The Company may accept or reject this Agreement and the number of Securities subscribed for hereunder, in whole or in part, in its sole and absolute discretion.  The Company has no obligation to issue any of the Securities to any person who is a resident of a jurisdiction in which the issuance of the Securities would constitute a violation of the Securities Laws.

(b)    Irrevocability.  This Agreement is and shall be irrevocable, except that the Purchaser shall have no obligations hereunder to the extent that this Agreement is rejected by the Company.

(c)    Binding.  This Agreement and the rights, powers and duties set forth herein shall be binding upon the Purchaser, the Purchaser's heirs, estate, legal representatives, successors and assigns and shall inure to the benefit of the Company, its successors and assigns.

(d)    No Governmental Review.  No federal or state agency has made any finding or determination as to the fairness of the Offering for investment, or any recommendation or endorsement of the Securities.

(e)    No Preemptive or Voting Rights.  Unless and until the entire Principal Amount or a portion of it is converted into Common Stock or the Warrant exercised and the Common Stock issued, the Purchaser is not entitled to voting rights.  The Securities do not entitle the Purchaser to preemptive rights.

(f)    Professional Advice; Investment Experience.  The Company has made available to the Purchaser, or to the Purchaser's attorney, accountant or representative, all documents that the Purchaser has requested, and the Purchaser has requested all documents and other information that the Purchaser has deemed necessary to consider respecting an investment in the Company.  The Company has provided answers to all questions concerning the Offering and an investment in the Company.  The Purchaser has carefully considered and has, to the extent the Purchaser believes necessary, discussed with the Purchaser's professional technical, legal, tax and financial advisers and his/her/its representative (if any) the suitability of an investment in the Company for the Purchaser's particular tax and financial situation.  All information the Purchaser has provided to the Company concerning the Purchaser and the Purchaser's financial position is, to Purchaser’s knowledge, correct and complete as of the date set forth below, and if there should be any material adverse change in such information prior to the acceptance of this Agreement by the Company, the Purchaser will immediately provide such information to the Company.  The Purchaser has such knowledge, skill, and experience in technical, business, financial, and investment matters so that he/she/it is capable of evaluating the merits and risks of an investment in the Securities.  To the extent necessary, the Purchaser has retained, at his/her/its own expense, and relied upon, appropriate professional advice regarding the technical, investment, tax, and legal merits and consequences of this Agreement and owning the Securities.  The Purchaser acknowledges and understands that the proceeds from the sale of the Securities will be used as described in the PPM.

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(g)    Brokers and Finders; Placement Agent Services.  The PPM includes information regarding the compensation to be paid to the Placement Agent for various services rendered or to be rendered to the Company.

(h)    Investment Purpose.  Purchaser is purchasing the Securities for investment for his, her or its own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act in violation of such act.  Purchaser further represents that he/she/it does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.  If the Purchaser is an entity, the Purchaser represents that it has not been formed for the specific purpose of acquiring the Securities.  Purchaser acknowledges that an investment in the Securities is a high-risk, speculative investment.

(i)    Reliance on Exemptions.  Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Purchaser set forth herein and in Exhibit A in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities.

(j)     Restricted Securities.  Purchaser understands that the Securities are “restricted securities” under applicable Securities Laws and that, pursuant to these laws, Purchaser must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available.  Purchaser acknowledges that the Company has no obligation to register or qualify the Securities or Common Stock underlying the Securities for resale, except as set forth in the Registration Rights Agreement.  

(k)    Professional Advice.  The Company has not received from its legal counsel, accountants or professional advisors any independent valuation of the Company or any of its equity securities, or any opinion as to the fairness of the terms of the Offering or the adequacy of disclosure of materials pertaining to the Company or the Offering.

(l)     Risk of Loss.  The Purchaser has adequate net worth and means of providing for his/her/its current needs and personal contingencies to sustain a complete loss of the investment in the Securities at the time of investment, and the Purchaser has no need for liquidity in the investment in the Securities.  The Purchaser understands that an investment in the Securities is highly risky and that he/she/it could suffer a complete loss of his/her/its investment.

(m)   Information.  The Purchaser understands that any plans, estimates and projections, provided by or on behalf of the Company, involve significant elements of subjective judgment and analysis that may or may not be correct; that there can be no assurance that such plans, projections or goals will be attained; and that any such plans, projections and estimates should not be relied upon as a promise or representation of the future performance of the Company.  The Purchaser acknowledges that neither the Company, the Placement Agent nor anyone acting on the Company’s behalf makes any representation or warranty, express or implied, as to the accuracy or correctness of any such plans, estimates and projections, and there are no assurances that such plans, estimates and projections will be achieved.  The Purchaser understands that the Company’s technology and products are new, and not all of the technology and/or products may be tested and commercialized, and that there is no guarantee that the technology and products will be commercially successful.  The Purchaser understands that all of the risks associated with the technology are not now known.  Before investing in the Offering, the Purchaser has been given the opportunity to ask questions of the Company about the technology and the Company’s business and the Purchaser has received answers to those questions.

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(n)    Authorization; Enforcement.  Each Transaction Document to which a Purchaser is a party: (i) has been duly and validly authorized, (ii) has been duly executed and delivered on behalf of the Purchaser, and (iii) will constitute, upon execution and delivery by the Purchaser thereof and the Company, the valid and binding agreements of the Purchaser enforceable in accordance with their terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable or legal remedies.

(o)    Residency.  If the Purchaser is an individual, then Purchaser resides in the state or province identified in the address of such Purchaser set forth in the Purchaser Questionnaire; if the Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of the Purchaser in which its principal place of business is identified in the address or addresses of the Purchaser set forth in the Purchaser Questionnaire.

(p)    Communication of Offer. The Purchaser was contacted by either the Company or the Placement Agent with respect to a potential investment in the Securities.  The Purchaser is not purchasing the Securities as a result of any “general solicitation” or “general advertising,” as such terms are defined in Regulation D of the Securities Act, which includes, but is not limited to, any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the internet or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.

(q)    No Conflicts.  The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Purchaser (if the Purchaser is an entity), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Purchaser.

(r)Organization.  If the Purchaser is an entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.  If the Purchaser is an entity, the execution, delivery and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or, if the Purchaser is not a corporation, such partnership, limited liability company or other applicable like action, on the part of the Purchaser.

(s)    PPM.  The Purchaser received a copy of the PPM and the Purchaser had an opportunity to review and evaluate the disclosure in the PPM and the Purchaser does not have any questions or requests for additional information.

(t)     No Other Representations.  Other than the representations and warranties contained in the Transaction Documents, the Purchaser has not received and is not relying on any representation, warranties or assurances as to the Company, its business or its prospects from the Company or any other person or entity.

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4.           Covenant.  In addition to the other agreements and covenants set forth herein, as long as a Note is outstanding, without the consent of a majority in interest of the Purchasers, the Company agrees that it will use the net proceeds from the Offering for the purposes set forth in the PPM.

5.           Restrictive Legends and Stop-Transfer Orders.

(a)    Legends.  The certificate or certificates representing the Securities shall bear the following legends (as well as any legends required by applicable state corporate law and the Securities Laws):

(i)   THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (OR OTHER EVIDENCE) IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

(ii)   THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE SECURITY HOLDER DATED JULY 14, 2015, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

(iii)   Any legend required to be placed thereon by any appropriate securities commissioner.

(b)    Stop-Transfer Notices.  The Purchaser agrees that, to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

6.           Conditions to Closing.

(a)    Conditions to the Company’s Obligation to Sell.  The obligation of the Company hereunder to issue and sell the Securities to the Purchaser is subject to the satisfaction, at or before the applicable Closing Date of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

 (i)            The Purchaser shall have complied with Section 2(a);

 (ii)           The representations and warranties of the Purchaser shall be true and correct in all material respects; and

 (iii)           No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 (b)   Conditions to Each Purchaser’s Obligation to Purchase.  The obligation of the Purchaser hereunder to purchase the Securities is subject to the satisfaction, at or before the applicable Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in his/her/its sole discretion:

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 (i)            The Company shall have complied with Section 2(c);

 (ii)           The representations and warranties of the Company shall be true and correct as of the applicable Closing Date, and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date.  The Purchaser shall have received a certificate or certificates, executed by the Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to, certificates with respect to the Company’s charter, by-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby;

                                 (iii)           No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement;

 (iv)          The Company shall have caused its legal counsel, Harter Secrest & Emery LLP, to deliver a legal opinion addressed to the Purchasers and to the Placement Agent at the Initial Closing with respect to the corporate and securities matters set forth on Exhibit F attached hereto, and its patent law counsel, Fish & Richardson P.C. and its trademark and copyright counsel, Christensen O'Connor Johnson Kindness PLLC, to deliver legal opinions addressed to the Purchasers and to the Placement Agent at the Initial Closing with respect to the intellectual property matters set forth on Exhibit G attached hereto; and 

 (v)           No event shall have occurred which would reasonably be expected to have a Material Adverse Effect; and

 (vi)          The Company shall have provided such other documents as the Placement Agent may reasonably request, each in form and substance satisfactory to the Placement Agent.

7.           Miscellaneous.

(a)    Governing Law.  This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

(b)    Entire Agreement; Enforcement of Rights.  This Agreement and the PPM together with the exhibits and schedules attached hereto, set forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes any and all prior agreements or discussions between them, including any term sheet, letter of intent or other document executed by the parties prior to the date hereof relating to such subject matter.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement; provided, however, that the Purchaser acknowledges and agrees that the Placement Agent may, in its sole discretion acting by prior written consent on behalf of Purchaser, waive any condition described in Section 6(b).  The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

 (c)   Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  If the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

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(d)    Separate Agreement.  The Company’s agreement with each of the Purchasers is a separate agreement and the sale of the Securities to each of the Purchasers is a separate sale. Unless otherwise expressly provided herein, the rights of each Purchaser hereunder are several rights, not rights jointly held with any of the other Purchasers. Any invalidity, illegality or limitation on the enforceability of any of the Transaction Documents or any part thereof, by any Purchaser whether arising by reason of the law of the respective Investor’s domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of the Transaction Documents with respect to other Investors.

(e)    Construction.  This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(f)     Notices.  Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally (including two business days after deposit with a reputable overnight courier service, properly addressed to the party to receive the same) or sent by fax or 72hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address or fax number as set forth herein or as subsequently modified by written notice.

(g)    Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

(h)    Successors and Assigns.  The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company's successors and assigns.  The covenants and obligations of the Company hereunder shall inure to the benefit of, and be enforceable by the Purchaser against the Company, its successors and assigns, including any entity into which the Company is merged.  The rights and obligations of Purchasers under this Agreement may only be assigned with the prior written consent of the Company.

(i)     Third Party Beneficiary.  This Agreement is intended for the benefit of the undersigned parties and their respective permitted successors and assigns, and the Placement Agent, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

(j)     Further Assurances.  Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k)    Expenses.  The Company shall pay all costs and expenses incurred by the Company and the Placement Agent with respect to the negotiation, execution, delivery and performance of the Agreement, except the Company’s obligation to pay all costs and expenses of the Placement Agent shall be capped at $50,000.

                        (l)     Survival.  The representations, warranties, covenants and agreements made herein shall survive the closing of the transaction contemplated hereby.  All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument.  The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Purchaser, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Purchasers or any of their representatives.

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(m)   Attorneys’ Fees.  In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

(n)   Remedies.  All remedies afforded to any party by law or contract, shall be cumulative and not alternative and are in addition to all other rights and remedies a party may have, including any right to equitable relief and any right to sue for damages as a result of a breach of this Agreement.  Without limiting the foregoing, no exercise of a remedy shall be deemed an election excluding any other remedy.

(o)    Consent of Spouse.  If the Purchaser is married on the date of this Agreement, such Purchaser’s spouse shall execute and deliver to the Company the Spousal Consent, effective on the date hereof.  Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the spouse any rights in such Purchaser’s Securities that do not otherwise exist by operation of law or the agreement of the parties.  If any Purchaser should marry or remarry subsequent to the date of this Agreement, such Purchaser shall within 30 days thereafter obtain his/her new spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such spouse to execute and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Agreement and agreeing and consenting to the same.

[Remainder of Page Intentionally Left Blank]

-14-

The Purchaser, by his or her signature below, or by that of its authorized representative, confirms that Purchaser has carefully reviewed and understands this Agreement.

IN WITNESS WHEREOF, the Purchaser has executed this Agreement as of [     ].

PURCHASER (if individual): Signature Name (type or print)	PURCHASER (if entity): Name of Entity By:
Signature of Co-Signer (if any) Name of Co-Signer (type or print)	Name:                                                            Its:

AGREED AND ACCEPTED as of __________, 2015.

COPSYNC, INC.

By: ___________________________________

      [     ]

      [     ]

Subscription Amount (as accepted by the Company):

$________________________

-15-

EXHIBIT A

Purchaser Questionnaire

[see attached]

-16-

EXHIBIT B

SPOUSAL CONSENT

I, ________________________________, spouse of ____________, have read and hereby approve the foregoing Agreement.  In consideration of the Company's granting my spouse the right to purchase the Securities as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or similar interest that I may have in the Securities shall be similarly bound by the Agreement.  I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement.

Spouse of ___________________________

OR

I hereby represent and warrant that I am unmarried as of the date of this Agreement.

Signature

-17-

EXHIBIT C

FORM OF NOTE

[see attached]

-18-

EXHIBIT D

FORM OF WARRANT

[see attached]

-19-

EXHIBIT E

FORM OF REGISTRATION RIGHTS AGREEMENT

[see attached]

-20-

EXHIBIT F

FORM OF LEGAL OPINION

(CORPORATE AND SECURITIES)

[see attached]

-21-

EXHIBIT G

FORM OF LEGAL OPINION

(INTELLECTUAL PROPERTY)

[see attached]

-22-

Schedules

[see attached]

-23-

EX-10.3

Exhibit 10.3

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION.  BY ACQUIRING THIS NOTE, THE HOLDER REPRESENTS THAT THE HOLDER WILL NOT SELL OR OTHERWISE DISPOSE OF THIS NOTE WITHOUT REGISTRATION OR COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE AFORESAID ACTS AND THE RULES AND REGULATIONS THEREUNDER.

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE MAKER AND THE SECURITY HOLDER DATED JULY [   ], 2015, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE MAKER.

COPSYNC, INC.

CONVERTIBLE PROMISSORY NOTE

$___________  [   ], 2015

FOR VALUE RECEIVED, COPsync, Inc. (the “Maker”) hereby promises to pay to the order of __________________ or its successors or assigns (the “Holder”) the principal amount of __________________ Dollars ($________) (the "Principal Amount").  This Convertible Promissory Note shall be referred to herein as the “Note”.

1.           Purpose.  This Note is made and delivered by the Maker to the Holder pursuant to the terms of that certain Securities Purchase Agreement, dated as of July [   ], 2015 (the “Original Issue Date”), by and among the Maker, the Holder, and the other Purchasers of the Maker’s Notes (the “Purchase Agreement”).  This Note is one of a series of substantially identical Notes issued by the Maker under the Purchase Agreement.  All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

2.           Interest.  Simple interest on the Principal Amount from time-to-time remaining unpaid shall accrue from the date of this Note at the rate of eight percent (8%) per annum.  Interest shall be computed on the basis of a 360 day year and a 30 day month.

3.           Maturity Date.  All amounts payable hereunder shall be due and payable on the earlier to occur of (i) July [   ], 2018 (the "Calendar Due Date"), (ii) the occurrence of an Event of Default (as defined below) or (iii) the closing of a Public Offering (as defined below).

4.           Method of Repayment.

4.1           Mandatory Conversion Upon Public Offering.  If, prior to the Calendar Due Date, the Maker closes a firm commitment underwritten public offering of its common stock that raises at least $6 million (the "Public Offering"), the amounts payable hereunder shall be repaid with shares of the Maker's Common Stock in accordance with the terms of Section 5.1 of this Note.

4.2           Optional Conversions.  

4.2.1           Optional Conversion Upon Change of Control.  At any time prior to the Calendar Due Date, in the event that the Maker consummates a Change of Control, at the option of the Holder, all or a portion of any amounts payable under this Note may be converted into shares of the Maker’s Common Stock in accordance with the terms of Section 5.2 of this Note. 

4.2.2           Other Optional Conversions.  At any time on or after October 1, 2015 and prior to the Calendar Due Date, at the option of the Holder, all or a portion of any amounts payable under this Note may be converted into shares of the Maker’s Common Stock in accordance with the terms of Section 5.3 of this Note, provided that, an optional conversion in connection with a Change of Control shall be governed by terms of Section 4.2.1.

4.3           Repayment Election.  If this Note is not repaid prior to the Calendar Due Date in accordance with Sections 4.1 or 4.2 above, the Holder may elect to be repaid on the Calendar Due Date in one of the following ways: (i) the Holder may elect to receive, and the Maker shall repay, all amounts payable hereunder in a lump sum, in lawful money of the United States, which payment shall be equal to the Principal Amount and all accrued interest or (ii) the Holder may elect to receive the lump sum payment in shares of the Maker's Common Stock in accordance with Section 5.3 below.

4.4           Prepayment Right.  The Maker has the right to prepay this Note in lawful money of the United States with the consent of the Holder.  If this Note is prepaid in lawful money of the United States prior to a Public Offering, the payment amount shall equal 110% of the Principal Amount.

5.           Conversion of Note.  The following provisions shall govern the conversion of any and all amounts due under this Note.

5.1           Conversion in Conjunction with a Public Offering.  In the event of a Public Offering which closes prior to the Calendar Due Date, the Note shall have a conversion price equal to 0.80 times the Public Offering Price (the "Public Offering Conversion Price").  The Public Offering Price means the price per share paid by public investors in the Public Offering, without regard to any underwriting discount or expense (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof).

5.2           Conversion in Conjunction with Optional Conversion upon Change of Control. In the event that the Holder elects to receive payment of this Note in shares of the Maker's Common Stock in accordance with Section 4.2.1 above, the Note shall have a conversion price as follows:

5.2.1           If a Change of Control is consummated prior to October 1, 2015, then the Note shall have a conversion price equal to 80% of the greater of the per share consideration paid (A) in the Change of Control or (B) in the most recent Private Equity Financing to occur prior to the Holder's election (as appropriately adjusted to  reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) (the “Change in Control Conversion Price”).

5.2.2           If a Change of Control is consummated on or after October 1, 2015, then the Note shall have a conversion price equal to the lesser of (i) the Optional Conversion Price or (ii) the Change of Control Conversion Price.

5.3           Conversion in Conjunction with Other Optional Conversion or Election.  In the event that the Holder elects to receive payment of this Note in shares of the Maker's Common Stock in accordance with Section 4.2.2 or Section 4.3(ii) above, the Note shall have a conversion price of $0.10 (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) (the "Optional Conversion Price").

5.4           Conversion Rate.  The number of shares of Common Stock issuable upon conversion pursuant to Sections 5.1, 5.2 or 5.3 shall be determined by dividing (x) the Principal Amount and accrued interest (the "Conversion Amount") by (y) the Public Offering Conversion Price, the Change of Control Conversion Price, or the Optional Conversion Price, as applicable.

5.5           No Fractional Shares.  The Maker shall not issue any fraction of a share of Common Stock upon any conversion.  If the issuance would result in the issuance of a fraction of a share of Common Stock, the Maker shall round up such fraction of a share of Common Stock up to the nearest whole share.  The Maker shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion.

5.6           Mechanics of Conversion.

5.6.1           Mandatory Conversion.  The closing of a Public Offering prior to the Calendar Due Date will be the "Conversion Date".  Within 20 days of the Conversion Date, the Maker shall transmit to the Holder a certificate for the number of shares of Common Stock representing full repayment of the Conversion Amount on the Conversion Date, together with an explanation of the calculation.  Upon receipt of such notice, the Holder shall surrender this Note to a common carrier for delivery to the Maker as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction).  The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

5.6.2           Voluntary Conversion.  If this Note is voluntarily converted pursuant to Sections 4.2 or 4.3, the Holder shall give written notice to the Maker notifying the Maker of its election to convert.   Before the Holder shall be entitled to voluntarily convert this Note, the Holder shall surrender this Note at the Maker’s principal executive office, or, if this Note has been lost, stolen, destroyed or mutilated, then, in the case of loss, theft or destruction, the Holder shall deliver an indemnity agreement reasonably satisfactory in form and substance to the Maker (without the requirement of a bond) or, in the case of mutilation, the Holder shall surrender and cancel this Note.  The Maker shall, as soon as practicable thereafter, issue and deliver to such Holder at such principal executive office a certificate or certificates for the number of shares of Common Stock to which the Holder shall be entitled upon such conversion (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Maker), together with a replacement Note (if any principal amount or interest is not converted).  Such conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note or the delivery of an indemnification agreement (or such later date requested by the Holder or such earlier date agreed to by the Maker and the Holder).  The person or persons entitled to receive securities issuable upon such conversion shall be treated for all purposes as the record holder or holders of such securities on such date.

5.7           Reservation of Common Stock.  Until the Notes are paid in full, the Maker shall at all times keep reserved for issuance under this Note a number of shares of Common Stock as shall be necessary to satisfy the Maker’s obligation to issue shares of Common Stock hereunder, assuming that the Notes are convertible of a price per share of $0.10 or higher (without regard to any limitation otherwise contained herein with respect to the number of shares of Common Stock that may be acquirable upon exercise of this Note).  If, notwithstanding the foregoing, and not in limitation thereof, at any time while any of the Notes remain outstanding the Maker does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of the Notes at least a number of shares of Common Stock equal to the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Notes then outstanding, assuming that the Notes are convertible of a price per share of $0.10 or higher (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Maker shall immediately take all action necessary to increase the Maker’s authorized shares of Common Stock to an amount sufficient to allow the Maker to maintain the Required Reserve Amount for all the Notes then outstanding.  Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than 60 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in the number of authorized shares of Common Stock.  In connection with such meeting, the Maker shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the shareholders that they approve such proposal.

5.8           Adjustments.  The applicable Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 5 hereof, shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

5.8.1           Merger, Sale of Assets, etc.  If the Maker at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid Principal Amount thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance.  The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser.  Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

5.8.2           Reclassification, etc.  If the Maker at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change.

5.8.3           Notice of Adjustment.  Whenever the applicable Conversion Price is adjusted pursuant to this Section 5.8, the Maker shall promptly mail to the Holder a notice setting forth the applicable Conversion Price after such adjustment and setting forth a statement of the facts requiring such adjustment.

6.           Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the names and addresses of the holders of each Note and the Principal Amount of the Notes held by such holders (the “Registered Notes”).  The entries in the Register shall be conclusive and binding for all purposes absent manifest error.  The Maker and the holders of the Notes shall treat each person whose name is recorded in the Register as the owner of a Note for all purposes, including, without limitation, the right to receive payments of the Principal Amount and interest, if any, hereunder, notwithstanding notice to the contrary.  A Registered Note may be assigned or sold in whole or in part only in accordance with the terms of Section 12.3 of this Note and by registration of such assignment or sale on the Register.

7.           Defaults; Remedies.

7.1           Events of Default.  The occurrence of any one or more of the following events shall constitute an event of default hereunder (each, an “Event of Default”):

7.1.1           The Maker fails to make any payment when due under this Note;

7.1.2           The Maker fails to observe and perform any of its covenants or agreements on its part to be observed or performed under the Purchase Agreement or any other Transaction Document, and such failure shall continue for more than 30 days after notice of such failure has been delivered to the Maker;

7.1.3           Any representation or warranty made by the Maker in the Purchase Agreement or any other Transaction Document is untrue in any material respect as of the date of such representation or warranty except, in the case of a breach of a representation or warranty which is curable, only if such breach continues for a period of at least 10 consecutive Business Days;

7.1.4           The Maker admits in writing its inability to pay its debts generally as they become due, files a petition in bankruptcy or a petition to take advantage of any insolvency act, makes an assignment for the benefit of its creditors, consents to the appointment of a receiver of itself or of the whole or any substantial part of its property, on a petition in bankruptcy filed against it be adjudicated a bankrupt, or files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof;

7.1.5           A court of competent jurisdiction enters an order, judgment, or decree appointing, without the consent of the Maker, a receiver of the Maker or of the whole or any substantial part of its property, or approving a petition filed against the Maker seeking reorganization or arrangement of the Maker under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, and such order, judgment, or decree shall not be vacated or set aside or stayed within 60 days from the date of entry thereof;

7.1.6           Any court of competent jurisdiction assumes custody or control of the Maker or of the whole or any substantial part of its property under the provisions of any other law for the relief or aid of debtors, and such custody or control is not be terminated or stayed within 60 days from the date of assumption of such custody or control;

7.1.7.          The Notes shall cease to be, or be asserted by the Maker not to be, a legal, valid and binding obligation of the Maker enforceable in accordance with their terms;

7.1.8           A judgment or judgments for the payment of money aggregating in excess of $250,000 are rendered against the Maker which judgments are not, within 60 days after the entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; provided, however, that any judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $250,000 amount set forth above so long as the Maker certifies that it has not received a written statement from such insurer or indemnity provider denying such coverage (which written statement shall be reasonably satisfactory to the Holder) and if the Maker will receive the proceeds of such insurance or indemnity within 30 days of the issuance of such judgment;

7.1.9           Any Event of Default occurs with respect to any of the other Notes;

7.1.10         A default by the Maker under one or more obligations in an aggregate monetary amount in excess of $250,000 for more than 30 days after the due date, unless the Maker is contesting the validity of such obligation in good faith and has segregated cash funds equal to not less than one-half of the disputed amount;

7.1.11         The Maker fails to deliver the shares of Common Stock to the Holder pursuant to and in the form required by this Note or, if required, a replacement Note more than five Business Days after the required delivery date of such Common Stock or Note; or

7.1.12         The Maker fails to have reserved for issuance upon conversion of the Notes the amount of Common Stock as set forth in this Note assuming a conversion price of $0.10 or more per share.

7.2           Notice by the Maker.  The Maker shall notify the Holder in writing as soon as reasonably practicable but in no event more 5 Business Days after the occurrence of any Event of Default of which the Maker acquires knowledge.

7.3           Remedies.  Upon the occurrence of any Event of Default, all other sums due and payable to the Holder under this Note shall, at the option of the Holder, become due and payable immediately without presentment, demand, notice of nonpayment, protest, notice of protest, or other notice of dishonor, all of which are hereby expressly waived by the Maker.  Any payment under this Note (i) not paid within 10 days following the Calendar Due Date or (ii) due immediately following acceleration by the Holder shall bear interest at the rate of 15% from the date of the Note until paid, subject to Section 7.5.  To the extent permitted by law, the Maker waives the right to and stay of execution and the benefit of all exemption laws now or hereafter in effect.  In addition to the foregoing, upon the occurrence of any Event of Default, the Holder may forthwith exercise singly, concurrently, successively, or otherwise any and all rights and remedies available to the Holder by law, equity, or otherwise.

7.4           Remedies Cumulative, etc.  No right or remedy conferred upon or reserved to the Holder under this Note, or now or hereafter existing at law or in equity or by statute or other legislative enactment, is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and concurrent, and shall be in addition to every other such right or remedy, and may be pursued singly, concurrently, successively, or otherwise, at the sole discretion of the Holder, and shall not be exhausted by any one exercise thereof but may be exercised as often as occasion therefor shall occur.  No act of the Holder shall be deemed or construed as an election to proceed under any one such right or remedy to the exclusion of any other such right or remedy; furthermore, each such right or remedy of the Holder shall be separate, distinct, and cumulative and none shall be given effect to the exclusion of any other.

7.5           Usury Compliance.  All agreements between the Maker and the Holder are expressly limited, so that in no event or contingency whatsoever, whether by reason of the consideration given with respect to this Note, the acceleration of maturity of the unpaid Principal Amount and interest thereon, or otherwise, shall the amount paid or agreed to be paid to the Holder for the use, forbearance, or detention of the indebtedness which is the subject of this Note exceed the highest lawful rate permissible under the applicable usury laws.  If, under any circumstances whatsoever, fulfillment of any provision of this Note shall involve transcending the highest interest rate permitted by law which a court of competent jurisdiction deems applicable, then the obligations to be fulfilled shall be reduced to such maximum rate, and if, under any circumstances whatsoever, the Holder shall ever receive as interest an amount that exceeds the highest lawful rate, the amount that would be excessive interest shall be applied to the reduction of the unpaid Principal Amount under this Note and not to the payment of interest, or, if such excessive interest exceeds the unpaid balance of the Principal Amount under this Note, such excess shall be refunded to the Maker.  This provision shall control every other provision of all agreements between the Maker and the Holder.

8.           Replacement of Note.  Upon receipt by the Maker of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Note and (in case of loss, theft, or destruction) of indemnity satisfactory to it, and upon surrender and cancellation of this Note, if mutilated, the Maker will make and deliver a new Note of like tenor in lieu of this Note.

9.           Maker's Covenants.

9.1           Restricted Payments.  The Maker shall not, and the Maker shall not permit any of its subsidiaries (if any) to, directly or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any capital stock or all or any portion of any indebtedness, whether by way of payment in respect of principal of (or premium, if any) or interest on, such indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment, an event constituting, or that with the passage of time and without being cured would constitute, an Event of Default has occurred and is continuing.

9.2           Valid Issuance of Securities.  The Maker covenants that the securities issuable upon the conversion of this Note will, upon conversion of this Note, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof.

9.3           Timely Notice.  The Maker shall give the Holder at least 10 days’ advance written notice prior to the closing of a Change of Control, provided that the Holder agrees to be bound by any applicable confidentiality agreement or agreements as the Maker shall deem necessary or appropriate.

10.           Certain Definitions.

10.1         “Business Days" shall mean any day that is not a Saturday, Sunday or a federal holiday.

10.2         “Change of Control” means any liquidation, dissolution or winding up of the Maker, either voluntary or involuntary, and shall be deemed to be occasioned by, or to include, (i) the acquisition of the Maker by another entity by means of any transaction or series of related transactions (including, without limitation, any stock acquisition, reorganization, merger or consolidation) unless the Maker’s shareholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Maker’s acquisition or sale or otherwise) hold at least a majority of the voting power of the surviving or acquiring entity, or its direct or indirect parent entity (except that any bona fide equity or debt financing transaction for capital raising purposes shall not be deemed a Change of Control for this purpose) or (ii) a sale, exclusive license or other disposition of all or substantially all of the assets of the Maker, including a sale, exclusive license or other disposition of all or substantially all of the assets of the Maker’s subsidiaries, if such assets constitute substantially all of the assets of the Maker and such subsidiaries taken as a whole.

10.3         “Private Equity Financing” means a privately marketed equity financing resulting in gross proceeds in excess of $250,000 which closes before the Calendar Due Date; provided, however, that none of the following issuances of securities shall constitute a “Private Equity Financing”: (i) the offering of these Notes and any subsequent offerings of convertible promissory notes or any other debt offering; (ii) securities issued without consideration in connection with any stock or unit split of, or stock or unit dividend on, Maker’s Common Stock; (iii) securities issued to Maker’s employees, officers, directors, consultants, advisors or service providers pursuant to any plan, agreement or similar arrangement unanimously approved by Maker’s board of directors; (iv) securities issued to banks or equipment lessors; (v) securities issued in connection with a bona fide business acquisition of or by the Company (whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise); or (vi) any right, option or warrant to acquire any security convertible into or exercisable for the securities listed in clauses (i) through (v) above.

11.           Amendments, Waivers, and Consents.

11.1         Amendment and Waiver by the Holders.  The Notes, including this Note, may be amended, modified, or supplemented, and waivers or consents to departures from the provisions of the Notes may be given, if the Maker and holders of an aggregate majority of the Principal Amount of the Notes then outstanding, consent to the amendment; provided, however, that no term of this Note may be amended or waived in such a way as to adversely affect the Holder disproportionately to the holder or holders of any other Notes without the written consent of the Holder and neither the principal balance or interest rate of the Note may be amended or modified without the consent of the Holder.  Such consent may not be effected orally, but only by a signed statement in writing.  Any such amendment or waiver shall apply to and be binding upon the Holder of this Note, upon each future holder of this Note, and upon the Maker, whether or not this Note shall have been marked to indicate such amendment or waiver.  No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon.

11.2         Severability.  In the event that for any reason one or more of the provisions of this Note or their application to any person or circumstance shall be held to be invalid, illegal, or unenforceable in any respect or to any extent, such provision shall nevertheless remain valid, legal, and enforceable in all such other respects and to such extent as may be permissible.  In addition, any such invalidity, illegality, or unenforceability shall not affect any other provisions of this Note, but this Note shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

11.3         Assignment; Binding Effect.  The Maker may not assign this Note without the prior written consent of the Holder.  Any attempted assignment in violation of this Section 11.3 shall be null and void.  Subject to the foregoing, this Note inures to the benefit of the Holder, its successors and assigns, and binds the Maker, and their respective successors and permitted assigns, and the words “Holder” and “Maker” whenever occurring herein shall be deemed and construed to include such respective successors and assigns.

11.4         Notice Generally.  All notices required to be given to any of the parties hereunder shall be given as set forth in the Purchase Agreement.

11.5         Governing Law; Jurisdiction; Jury Trial. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.  The Maker hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  The Maker hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address it set forth on the signature page hereto and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note.  Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Maker in any other jurisdiction to collect on the Maker’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder.  THE MAKER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.  This Note shall be deemed an unconditional obligation of Maker for the payment of money and, without limitation to any other remedies of Holder, may be enforced against Maker by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought.  For purposes of such rule or statute, any other document or agreement to which Holder and Maker are parties or which Maker delivered to Holder, which may be convenient or necessary to determine Holder’s rights hereunder or Maker’s obligations to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was executed apart from this Note.

11.6         Section Headings, Construction.  The headings of paragraphs in this Note are provided for convenience only and will not affect its construction or interpretation.  All words used in this Note will be construed to be of such gender or number as the circumstances require.  Unless otherwise expressly provided, the words “hereof” and “hereunder” and similar references refer to this Note in its entirety and not to any specific section or subsection hereof.

11.7         Payment of Collection, Enforcement and Other Costs.  If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note, or (b) there occurs any bankruptcy, reorganization, receivership of the Maker or other proceedings affecting the Maker's creditors’ rights and involving a claim under this Note, then the Maker shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, reasonable attorneys’ fees and disbursements.

11.8         Delays or Omissions.  No delay or omission to exercise any right, power, or remedy accruing to the Holder, upon any breach or default of the Maker under this Note shall impair any such right, power, or remedy of the Holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default therefore or thereafter occurring.  Any waiver, permit, consent, or approval of any kind or character on the part of the Holder of any breach or default under this Note or any waiver on the part of the Holder of any provisions or conditions of this Note must be made in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Note or by law or otherwise afforded to the Holders, shall be cumulative and not alternative.

[EXECUTION PAGE FOLLOWS]

IN WITNESS WHEREOF, COPsync, Inc. has caused this Convertible Promissory Note to be executed and delivered on the date set forth above on the cover page of this Note.

COPSYNC, INC.

By:                                                               

     Name:

     Title:

By:                                                               

     Name:

     Title:

EX-10.4

Exhibit 10.4

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE SECURITY HOLDER DATED JUNE [   ], 2015, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

COPSYNC, INC.

STOCK PURCHASE WARRANT

THIS CERTIFIES that __________________ (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth in this Warrant (this “Warrant”), at any time on or after (except as otherwise limited below) the date of the applicable event specified below and on or prior to the Expiration Date, but not thereafter, to subscribe for and to purchase from COPsync, Inc., a Delaware corporation (the “Company”), shares of the Company's common stock, 0.0001 par value (the “Common Stock”).

This Warrant is issued pursuant to a Securities Purchase Agreement and in connection with the issuance to the Holder of a Convertible Promissory Note (the “Note”) of even date herewith, and is one of the Warrants (collectively, the “Warrants”) being issued in connection with the issuance of a series of Convertible Promissory Notes of like tenor (collectively, “Notes”) being issued by the Company to raise interim financing of up to $2 million (the “Offering”).  Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Securities Purchase Agreement.

The following is a statement of the rights of the Holder of this Warrant and the conditions to which this Warrant is subject, to which the Holder, by the acceptance of this Warrant, agrees:

1.             Certain Definitions.

1.1           “Change of Control” means any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, and shall be deemed to be occasioned by, or to include, (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any stock acquisition, reorganization, merger or consolidation) unless the Company’s shareholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Company’s acquisition or sale or otherwise) hold at least a majority of the voting power of the surviving or acquiring entity, or its direct or indirect parent entity (except that the sale by the Company of shares of its capital stock to investors in bona fide equity financing transactions shall not be deemed a Change of Control for this purpose) or (ii) a sale, exclusive license or other disposition of all or substantially all of the assets of the Company, including a sale, exclusive license or other disposition of all or substantially all of the assets of the Company’s subsidiaries, if such assets constitute substantially all of the assets of the Company and such subsidiaries taken as a whole.

1.2           “Exercise Price” means (i) the Public Offering Price, if a Public Offering closes prior to October 1, 2015, or (ii) $0.15, if a Public Offering does not close prior to October 1, 2015.

1.3           “Expiration Date” means that date that is five years after the issue date set forth above.

1.4           “Public Offering” means a firm commitment underwritten public offering of the Company’s Common Stock pursuant to a registration statement declared effective by the Securities and Exchange Commission which closes before October 1, 2015 and results in gross proceeds to the Company of at least $6 million.

1.5            “Public Offering Price” means the price per share of the Company's Common Stock offered to public investors in a Public Offering, without regard to any underwriting discount or expense (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Company’s capital stock after the date hereof).

1.6           “Shares” means the shares of Common Stock issuable under this Warrant, computed in accordance with Section 2 below.

2.             Number of Shares and Exercise Price

2.1           This Warrant shall be exercisable for [•] Shares at the Exercise Price.

2.2           This Warrant may be exercised on or prior to the Expiration Date at any time upon the earlier of: (i) the closing of a Public Offering; or (ii) October 1, 2015.

3.             Exercise of Warrant

3.1           The purchase rights represented by this Warrant are exercisable by the Holder, in whole or in part, by the surrender of this Warrant and the Notice of Exercise annexed hereto duly executed at the Company’s principal executive office (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), and upon payment of the aggregate Exercise Price of the Shares thereby purchased (by cash or by check or bank draft payable to the order of the Company); whereupon the Holder shall be entitled to receive a certificate for the number of Shares so purchased. The Company agrees that if at the time of the surrender of this Warrant and purchase of the Shares, the Holder shall be entitled to exercise this Warrant, the Shares so purchased shall be issued to the Holder as the record owner of such Shares as of the close of business on the date on which this Warrant shall have been exercised as aforesaid or on such later date requested by the Holder or on such earlier date agreed to by the Holder and the Company.

3.2           In lieu of exercising this Warrant by payment of cash or check or bank draft payable to the order of the Company pursuant to subsection 3.1 above, the Holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof being exercised), at any time after the date hereof and before the close of business on the Expiration Date, by surrender of this Warrant at the principal executive office of the Company, together with the Notice of Cashless Exercise annexed hereto, in which event the Company will issue to the Holder Shares in accordance with the following formula:

                  Y(A-B)

X     =            A

Where,	X	=	The number of Shares to be issued to Holder;
	Y	=	The number of Shares for which the Warrant is being exercised;
	A	=	The fair market value of one Share; and
	B	=	The Exercise Price.

(a) For purposes of this subsection 3.2, the fair market value of a Share is defined as follows:

(i) if the Holder exercises within three days of the closing of the Public Offering, then the fair market value shall be the Public Offering Price;

(ii) if the Holder exercises after receipt of a notice of a Change of Control but before a Change of Control, then the fair market value shall be the value to be received in such Change of Control by the holders of the Company's Common Stock;

(iii) if the exercise occurs more than three days after the closing of the Public Offering, and:

(1) if the Common Stock is traded on a national securities exchange, the fair market value shall be the last sale price on the trading day immediately prior to the Company's receipt of the Notice of Conversion or, if no sale of the Company's Common Stock took place on the trading day immediately prior to the receipt of the Notice of Conversion, then the fair market value shall be the last sale price on the most recent day prior to the receipt of the Notice of Conversion on which trades were made and reported; or

(2) if the Common Stock is traded over-the-counter, the value shall be deemed to be the last sale price on the trading day immediately prior to the Company's receipt of the Notice of Conversion or, if no sale of the Company's Common Stock took place on the trading day immediately prior to the receipt of the Notice of Conversion, then the fair market value shall be the last sale price on the most recent day prior to the receipt of the Notice of Conversion on which trades were made and reported;

(iv) if there is no active public market for the Common Stock, the fair market value thereof shall be determined in good faith by the Company’s Board of Directors.

3.3           The exercise or conversion of this Warrant in connection with a Change of Control may, at the election of the Holder, be conditioned upon the closing of such Change of Control, in which event the Holder shall not be deemed to have exercised or converted this Warrant until immediately prior to the closing of such Change of Control.

4.             Nonassessable

The Company covenants that all Shares which may be issued upon the exercise of this Warrant will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof.  Certificates for Shares purchased hereunder shall be delivered to the Holder promptly after the date on which this Warrant shall have been exercised.

5.             Fractional Shares

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  With respect to any fraction of a share called for upon the exercise of this Warrant, such fractional share shall be rounded down to the nearest whole share, and the Company shall pay to the Holder the amount of such fractional share multiplied by an amount equal to such fraction multiplied by the then current fair market value (determined in accordance with Section 3.2(a)) of a Share shall be paid in cash to the Holder.

6.             Charges, Taxes and Expenses

Issuance of certificates for Shares upon the exercise of this Warrant shall be made without charge to the Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder.

7.             No Rights as Shareholders

This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.

8.             Saturdays, Sundays, Holidays, etc.

If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, a Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day that is not a Saturday, Sunday or legal holiday.

9.             Adjustments

The Exercise Price and the number of Shares purchasable hereunder are subject to adjustment from time to time as set forth in this Section 9.

9.1       Reclassification, etc.  If the Company, at any time while this Warrant, or any portion hereof, remains outstanding and unexpired by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities or any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 9.

9.2       Subdivision or Combination of Shares.  In the event that the Company shall at any time subdivide the outstanding securities as to which purchase rights under this Warrant exist, or shall issue a stock dividend on the securities as to which purchase rights under this Warrant exist, the number of securities as to which purchase rights under this Warrant exist immediately prior to such subdivision or to the issuance of such stock dividend shall be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the Company shall at any time combine the outstanding securities as to which purchase rights under this Warrant exist, the number of securities as to which purchase rights under this Warrant exist immediately prior to such combination shall be proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on the date of such subdivision, stock dividend or combination, as the case may be.

9.3       Cash Distributions.  No adjustment on account of cash dividends or interest on the securities as to which purchase rights under this Warrant exist will be made to the Exercise Price under this Warrant.

10.           Notice of Certain Events

The Company will provide notice to the Holder with at least 20 days notice prior to the closing of a Change of Control or a Public Offering.  Such notice shall be in accordance with the notice provision included at Section 7(f) of the Securities Purchase Agreement of even date herewith.

11.           Purchase Rights; Fundamental Transactions.  In addition to any adjustments pursuant to Section 9 above, if at any time the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of Common Stock (“Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

12.           Miscellaneous

12.1         Loss, Theft, Destruction or Mutilation of Warrant.  Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new Warrant executed in the same manner as this Warrant and of like tenor and amount.

12.2         Waivers and Amendments.  This Warrant and the obligations of the Company and the rights of the Holder under this Warrant may be amended, waived, discharged or terminated (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) with the written consent of the Company (which shall not be required in connection with a waiver of rights in favor of the Company) and the holders of at least a majority of the then-outstanding aggregate principal amount under the Notes; provided, however, that no such amendment or waiver shall reduce the number of Shares represented by this Warrant without the consent of the Holder hereof; and provided further, however, that nothing shall prevent the Holder from individually agreeing to waive the observation of any term of this Warrant.  Any amendment, waiver, discharge or termination effected in accordance with this Section12.2 shall be binding upon the Company, the Holder, and except pursuant to a waiver by an individual holder of another Warrant pursuant to the final proviso in the immediately preceding sentence, each other holder of Warrants.

12.3         Notices.  Any notice, request or other communication required or permitted hereunder shall be given in accordance with the Purchase Agreement.

12.4         Severability.  If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Warrant and the balance of this Warrant shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

12.5         Successors and Assigns.  Neither this Warrant nor any rights hereunder are transferable without the prior written consent of the Company.  Notwithstanding the foregoing, the Holder shall be permitted to transfer this Warrant to any affiliate (as that term is defined in the Securities Act of 1933) of the Holder.  If a transfer is permitted pursuant to this Section, the transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices, and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer.  In the event of a partial transfer, the Company shall issue to the holders one or more appropriate new warrants.  Subject to the foregoing, the provisions of this Warrant shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Company and the Holder.

12.6         Delays or Omissions.  No delay or omission to exercise any right, power, or remedy accruing to the Holder, upon any breach or default of the Company under this Warrant shall impair any such right, power, or remedy of the Holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default therefore or thereafter occurring.  Any waiver, permit, consent, or approval of any kind or character on the part of the Holder of any breach or default under this Warrant or any waiver on the part of the Holder of any provisions or conditions of this Warrant must be made in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Warrant or by law or otherwise afforded to the Investors, shall be cumulative and not alternative.

12.7         Titles and Subtitles.  The titles of the paragraphs and subparagraphs of this Warrant are for convenience of reference only and are not to be considered in construing this Warrant.

12.8         Construction.  The language used in this Warrant will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

12.9         Governing Law.  THIS WARRANT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF NEW YORK AS SUCH LAWS ARE APPLIED TO AGREEMENTS BETWEEN NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.

COPSYNC, INC.

By: 

       Name:

       Title:

NOTICE OF EXERCISE

TO:         COPsync, Inc.

[Address]

Attn:  Secretary

The undersigned hereby elects to purchase ______________ shares (the “Shares”) of the Common Stock of COPsync, Inc. pursuant to the terms of the attached Warrant and tenders herewith payment of the purchase price in full.

Please issue a certificate or certificates representing the Shares in the name of the undersigned or in such other name as is specified below:

______________________

(Print Name)

Address:____________________

___________________________

The undersigned confirms that the undersigned is an “accredited investor,” and that the Shares are being acquired for the account of the undersigned for investment only and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of distributing or selling the Shares.

______________________                                     ______________________

(Date)                                                                              (Signature)

______________________

(Print Name)

NOTICE OF CASHLESS EXERCISE

TO: COPsync, Inc.

[Address]

Attn:  Secretary

The undersigned hereby elects to purchase ______________ shares (the “Shares”) of the Common Stock of COPsync, Inc. pursuant to the cashless exercise provision of Section 3 of the attached Warrant.

Please issue a certificate or certificates representing the Shares in the name of the undersigned or in such other name as is specified below:

______________________

(Print Name)

Address:____________________

___________________________

The undersigned represents that the undersigned is an “accredited investor,” and that the Shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares.

______________________                                     ______________________

(Date)                                                                              (Signature)

______________________

(Print Name)

EX-31.1

Exhibit 31.1

I, Ronald A. Woessner, certify that:

1.           I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2015, of COPsync, Inc.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedure, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   August 11, 2015	By:	/s/ RONALD A. WOESSNER
		Ronald A. Woessner
		Chief Executive Officer

EX-31.2

Exhibit 31.2

I, Barry W. Wilson, certify that:

1.           I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2015, of COPsync, Inc.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedure, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2015	By:	/s/ BARRY W. WILSON
		Barry W. Wilson
		Chief Financial Officer

EX-32

Exhibit 32

COPSYNC, INC.

CERTIFICATION OF CORPORATE OFFICERS

(Furnished Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of COPsync, Inc. (the "Company"), does hereby certify, to such officer’s knowledge, that:

The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

Date: August 11, 2015	By:	/s/ RONALD A. WOESSNER
		Ronald A. Woessner
		Chief Executive Officer
	By:	/s/ BARRY W. WILSON
		Barry W. Wilson
		Chief Financial Officer

The forgoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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NOTE 7 - PREPAID EXPENSES AND OTHER ASSETS (Details) - Schedule of Prepaid Expenses and Other Assets - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Schedule of Prepaid Expenses and Other Assets [Abstract]
Prepaid Insurance	$ 43,595	$ 44,101
Subscriptions	11,428	24,050
Vendor Prepayments	54,650	103,044
Deferred Charges	163,603	98,953
Total Prepaid Expenses and Other Assets	$ 273,276	$ 270,148

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NOTE 15 - EMPLOYEE OPTIONS (Details) - Summary of Stock Option Activity - Jun. 30, 2015 - USD ($)	Total
Summary of Stock Option Activity [Abstract]
Options (in Shares)	10,244,999
Weighted average exercise price	$ 0.12
Aggregate Intrinsic Value (in Dollars)	$ 981,500
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2	6 years 211 days
Options vested and exercisable at period end (in Shares)	8,212,496
Options vested and exercisable at period end	$ 0.09
Options vested and exercisable at period end (in Dollars)	$ 793,108
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1	6 years 98 days
Weighted average grant-date fair value of options granted during the period	$ 0.26
Granted (in Shares)	430,000
Granted	$ 0.37
Exercised	$ 0.00
Exercised (in Shares)	0
Forfeited/ Cancelled (in Shares)	0
Forfeited/ Cancelled	$ 0.00

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NOTE 12 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued (Parentheticals) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Stock to be Issued for Cash at $0.10 [Member]
NOTE 12 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued (Parentheticals) [Line Items]
Per share	$ 0.10	$ 0.10
Stock to be Issued for Cash at $0.20 [Member]
NOTE 12 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued (Parentheticals) [Line Items]
Per share	$ 0.20	$ 0.20

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NOTE 15 - EMPLOYEE OPTIONS (Details) - Summary of Outstanding and Exercisable Options - Jun. 30, 2015 - $ / shares	Total
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding (in Shares)	10,244,999
Options Exercisable (in Shares)	8,212,496
Options, Range of Exercise Prices $0.00-0.08 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price, Lower Limit	$ 0.00
Exercise Price, Upper Limit	$ 0.08
Options Outstanding (in Shares)	2,500,000
Options Outstanding, Weighted Average Remaining Life	5 years 124 days
Options Outstanding, Weighted Average Exercise Price	$ 0.08
Options Exercisable (in Shares)	2,437,500
Options Exercisable, Weighted Average Exercise Price	$ 0.08
Options, Range of Exercise Prices $0.09-$0.39 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price, Lower Limit	0.09
Exercise Price, Upper Limit	$ 0.42
Options Outstanding (in Shares)	7,744,999
Options Outstanding, Weighted Average Remaining Life	6 years 109 days
Options Outstanding, Weighted Average Exercise Price	$ 0.12
Options Exercisable (in Shares)	5,774,996
Options Exercisable, Weighted Average Exercise Price	$ 0.10

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NOTE 12 - COMMON STOCK TO BE ISSUED (Details) - USD ($)	1 Months Ended			12 Months Ended
	Jun. 30, 2015	May. 31, 2015	Mar. 31, 2015	Dec. 31, 2014
NOTE 12 - COMMON STOCK TO BE ISSUED (Details) [Line Items]
Proceeds from Issuance or Sale of Equity	$ 1,690		$ 5,000
Warrants, Term of Warrants		4 years
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.38	$ 0.20
Sale of Stock and Warrant to be Issued [Member]
NOTE 12 - COMMON STOCK TO BE ISSUED (Details) [Line Items]
Proceeds from Issuance or Sale of Equity				$ 3,000
Common Stock, Shares Subscribed but Unissued				30,000
Warrants, Term of Warrants				4 years
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 0.10

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NOTE 15 - EMPLOYEE OPTIONS (Tables)

6 Months Ended

Jun. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

The summary activity for the six-months ended June 30, 2015 under the Company’s 2009 Long-Term Incentive Plan is as follows:

	June 30, 2015
	Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life
Outstanding at beginning of period		9,814,999	$	0.09	$	981,500
Granted		430,000	$	0.37	$	–
Exercised		–	$	0.00	$	–
Forfeited/ Cancelled		–	$	0.00	$	–
Outstanding at period end		10,244,999	$	0.12	$	981,500		6.58
Options vested and exercisable at period end		8,212,496	$	0.09	$	793,108		6.27
Weighted average grant-date fair value of options granted during the period			$	0.26

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block]

The following table summarizes significant ranges of outstanding and exercisable options as of June 30, 2015:

		Options Outstanding						Options Exercisable
Range of Exercise Prices		Options Outstanding		Weighted Average Remaining Contractual  Life (in years)		Weighted Average Exercise Price		Number Outstanding		Weighted Average Exercise Price
$	0.00 – $ 0.08		2,500,000		5.34	$	0.08		2,437,500	$	0.08
$	0.09 – $ 0.42		7,744,999		6.30	$	0.12		5,774,996	$	0.10
			10,244,999						8,212,496

Schedule of Nonvested Share Activity [Table Text Block]

A summary of the status of the Company’s non-vested option shares as of June 30, 2015 is as follows:

Non-vested Shares	Shares			Weighted Average Grant-Date Fair Value
Non-vested at January 1, 2015		2,291,676		$	0.020
Granted		430,000		$	0.26
Forfeited		-		$	0.00
Vested		(689,174	)	$	(0.13	)
Non-vested		2,032,503		$	0.23

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NOTE 16 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
NOTE 16 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Capital contributed through forfeiture of conractual compensation	$ 39,500	$ 39,500
Purchase Commitment [Member]
NOTE 16 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Purchase Commitment, Amount	$ 433,130
Other Commitments, Description	The purchase obligation required a 10% down payment at the time of order placement.
Purchase Obligation, Inventory Received, Value	$ 87,000
Advance from the City of Pharr, TX [Member]
NOTE 16 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Proceeds from Issuance of Other Long-term Debt	475,000
Board of Directors Chairman [Member]
NOTE 16 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Capital contributed through forfeiture of conractual compensation	20,000
President [Member]
NOTE 16 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Capital contributed through forfeiture of conractual compensation	$ 19,500

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Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

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.

There have been no significant changes to the summary of significant accounting policies disclosed in Note 2 to the financial statements as of December 31, 2014 included in the Form 10-K filed on March 31, 2015.

Reclassification, Policy [Policy Text Block]

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.

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NOTE 14 - OUTSTANDING WARRANTS (Details)	1 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2015 USD ($) $ / shares shares	May. 31, 2015 $ / shares shares	Mar. 31, 2015 USD ($) $ / shares shares	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($) $ / shares shares
NOTE 14 - OUTSTANDING WARRANTS (Details) [Line Items]
Warrants Increase (Decrease), Net				(324,620)
Class of Warrant or Rights, Granted				453,380
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares		$ 0.38	$ 0.20
Stock Issued During Period, Shares, New Issues	16,900	50,000		1,199,900
Proceeds from Issuance or Sale of Equity (in Dollars) | $	$ 1,690		$ 5,000
Warrants, Term of Warrants		4 years
Debt Conversion, Original Debt, Amount (in Dollars) | $				$ 65,000		$ 474,477
Warrants, Fair Value of Warrants, Granted (in Dollars) | $				$ 19,164	$ 0
Class of Warrant or Rights, Exercised			40,000	538,000
Proceeds from Warrant Exercises (in Dollars) | $			$ 8,000	$ 107,600	$ 0
Stock and Warrants Issued for Cash [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) [Line Items]
Stock Issued During Period, Shares, New Issues				150,000
Proceeds from Issuance or Sale of Equity (in Dollars) | $				$ 15,000
Warrants Issued in Connection with Debt Conversion [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) [Line Items]
Class of Warrant or Rights, Granted				65,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares	$ 0.40			$ 0.40
Warrants, Term of Warrants				4 years
Debt Conversion, Original Debt, Amount (in Dollars) | $				$ 65,000
Warrants Expired [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares	0.20			$ 0.20
Class of Warrant or Rights, Expired				240,000
Number of Warrant Holders				7
Consulting Agreement with Public Relations Services [Member] | Equity Issued for Services [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) [Line Items]
Class of Warrant or Rights, Granted				300,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares	0.22			$ 0.22
Warrants, Term of Warrants				5 years
Class of Warrant or Right, Vesting Terms				The warrants shall vest on a 1/12th basis during a twelve-month period.
Warrants, Fair Value of Warrants, Granted (in Dollars) | $				$ 52,639
Consulting Agreement with Advisory Services [Member] | Equity Issued for Services [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) [Line Items]
Class of Warrant or Rights, Granted						45,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares						$ 0.10
Class of Warrant or Right, Vesting Terms						The warrants vest in tranches of 15,000 per qualifying event
Warrants, Expiration Date						Dec. 31, 2015
Class of Warrant or Rights, Warrants Exercisable, Fair Value (in Dollars) | $						$ 17,453
Warrants Exercisable at $0.10 [Member] | Stock and Warrants Issued for Cash [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) [Line Items]
Class of Warrant or Rights, Granted				30,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares	0.10			$ 0.10
Stock Issued During Period, Shares, New Issues				150,000
Proceeds from Issuance or Sale of Equity (in Dollars) | $				$ 15,000
Warrants, Term of Warrants				4 years
Warrants Exercisable at $0.19 [Member] | Stock and Warrants Issued for Cash [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) [Line Items]
Class of Warrant or Rights, Granted				3,380
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares	$ 0.19			$ 0.19
Stock Issued During Period, Shares, New Issues				16,900
Proceeds from Issuance or Sale of Equity (in Dollars) | $				$ 1,690
Warrants, Term of Warrants				4 years

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NOTE 9 - CONVERTIBLE NOTES PAYABLE (Details)		3 Months Ended		6 Months Ended		12 Months Ended
	Feb. 06, 2015 USD ($) $ / shares shares	Jun. 30, 2015 USD ($) $ / shares	Mar. 31, 2015 USD ($) $ / shares	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)	May. 31, 2015 $ / shares	Oct. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
NOTE 9 - CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Convertible Notes Payable		$ 577,504		$ 577,504		$ 398,786			$ 873,263
Proceeds from Convertible Debt				514,315	$ 0	0
Debt Instrument, Convertible, Beneficial Conversion Feature				270,597		0
Amortization of Debt Discount (Premium)				96,558	$ 0
Debt Conversion, Original Debt, Amount				$ 65,000		$ 474,477
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares				325,000
Class of Warrant or Rights, Granted (in Shares) | shares				453,380
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares			$ 0.20				$ 0.38
Convertible Debt [Member]
NOTE 9 - CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Convertible Notes Payable		577,504		$ 577,504
Debt Instrument, Increase (Decrease), Net				178,718
Debt Instrument, Face Amount								$ 750,000
Proceeds from Convertible Debt		$ 30,000	$ 484,315	$ 514,315
Debt Instrument, Interest Rate, Stated Percentage		2.00%		2.00%
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares	$ 0.22	$ 0.22		$ 0.22
Debt Instrument, Convertible, Beneficial Conversion Feature			367,155
Amortization of Debt Discount (Premium)				$ 96,558
Debt Conversion, Original Debt, Amount	$ 65,000
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares	325,000
Shares Issued, Price Per Share (in Dollars per share) | $ / shares	$ 0.20
Class of Warrant or Rights, Granted (in Shares) | shares	65,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares	$ 0.40
Reclassified As Current [Member] | Convertible Debt [Member]
NOTE 9 - CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Debt Reclassified, Amount			$ 337,532
Number of Notes Payable			8
Debt Instrument, Maturity Date			Mar. 31, 2016

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NOTE 6 - INVENTORY (Details) - USD ($)	1 Months Ended	6 Months Ended
	Dec. 31, 2014	Jun. 30, 2015	Jun. 30, 2014
Inventory Disclosure [Abstract]
Inventory, Finished Goods, Net of Reserves	$ 246,077	$ 305,693
Increase (Decrease) in Inventories		59,616	$ (174,172)
Inventory Purchase Order	$ 433,000	$ 87,000
Inventory Related Text	The payment terms for this purchase order required a 10% down-payment at the time of order placement, followed by Net 30 days from invoice date once the units are delivered to the Company.

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NOTE 14 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range - $ / shares	6 Months Ended
	Jun. 30, 2015	May. 31, 2015	Mar. 31, 2015	Dec. 31, 2014
NOTE 14 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items]
Warrants, Exercise Prices		$ 0.38	$ 0.20
Warrants Outstanding, Weighted Average Exercise Price	$ 0.15			$ 0.16
Warrants Outstanding, Weighted Average Number (in Shares)	22,047,175			22,371,795
Warrants Exercisable (in Shares)	14,972,175
Warrants Exercisable, Weighted Average Exercise Price	$ 0.18
Warrant exercise price 0.10 [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items]
Warrants, Exercise Prices	0.10
Warrants Outstanding, Weighted Average Exercise Price	$ 0.10
Warrants Outstanding, Weighted Average Number (in Shares)	12,042,593
Warrants Outstanding, Remaining Life	3 years 10 days
Warrants Exercisable (in Shares)	5,242,593
Warrants Exercisable, Weighted Average Exercise Price	$ 0.10
Warrant Exercise Price $0.11 - $0.19 [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items]
Warrants Outstanding, Weighted Average Exercise Price	$ 0.15
Warrants Outstanding, Weighted Average Number (in Shares)	427,380
Warrants Outstanding, Remaining Life	3 years 83 days
Warrants Exercisable (in Shares)	427,380
Warrants Exercisable, Weighted Average Exercise Price	$ 0.15
Warrants Exercise Price $0.20-$0.45 [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items]
Warrants Outstanding, Weighted Average Exercise Price	$ 0.22
Warrants Outstanding, Weighted Average Number (in Shares)	9,577,202
Warrants Outstanding, Remaining Life	2 years 6 months
Warrants Exercisable (in Shares)	9,302,202
Warrants Exercisable, Weighted Average Exercise Price	$ 0.22
Warrants Exercise Price $0.10-$0.45 [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items]
Warrants Outstanding, Weighted Average Exercise Price	$ 0.15
Warrants Outstanding, Weighted Average Number (in Shares)	22,047,175
Warrants Outstanding, Remaining Life	2 years 292 days
Warrants Exercisable (in Shares)	14,972,175
Warrants Exercisable, Weighted Average Exercise Price	$ 0.18
Minimum [Member] | Warrant Exercise Price $0.11 - $0.19 [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items]
Warrants, Exercise Prices	0.11
Minimum [Member] | Warrants Exercise Price $0.20-$0.45 [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items]
Warrants, Exercise Prices	0.20
Minimum [Member] | Warrants Exercise Price $0.10-$0.45 [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items]
Warrants, Exercise Prices	0.10
Maximum [Member] | Warrant Exercise Price $0.11 - $0.19 [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items]
Warrants, Exercise Prices	0.19
Maximum [Member] | Warrants Exercise Price $0.20-$0.45 [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items]
Warrants, Exercise Prices	0.45
Maximum [Member] | Warrants Exercise Price $0.10-$0.45 [Member]
NOTE 14 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items]
Warrants, Exercise Prices	$ 0.45

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NOTE 12 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued - USD ($)	Jun. 30, 2015	Dec. 31, 2014
NOTE 12 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued [Line Items]
Number of shares to be issued	30,000	300,000
Value of shares to be issued	$ 3,000	$ 42,000
Stock to be Issued for Cash at $0.10 [Member]
NOTE 12 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued [Line Items]
Number of shares to be issued	30,000	180,000
Value of shares to be issued	$ 3,000	$ 18,000
Stock to be Issued for Cash at $0.20 [Member]
NOTE 12 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued [Line Items]
Number of shares to be issued	0	120,000
Value of shares to be issued	$ 0	$ 24,000
Common Stock To Be Issued [Member]
NOTE 12 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued [Line Items]
Number of shares to be issued	30,000	300,000
Value of shares to be issued	$ 3,000	$ 42,000

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICES

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

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.

There have been no significant changes to the summary of significant accounting policies disclosed in Note 2 to the financial statements as of December 31, 2014 included in the Form 10-K filed on March 31, 2015. 

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.

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NOTE 9 - CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Convertible Notes Payable - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Schedule of Convertible Notes Payable [Abstract]
Total convertible notes payable at beginning of period	$ 398,786	$ 873,263	$ 873,263
Plus: additional notes payable	514,315	$ 0	0
Less: beneficial conversion feature	(270,597)		0
Less: note conversions	(65,000)		(474,477)
Convertible notes payable, net	577,504		398,786
Less: current portion, net	(398,786)		(9,608)
Convertible notes payable, net, long-term portion	$ 178,718		$ 389,178

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NOTE 9 - CONVERTIBLE NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2015

Convertible Note Payable [Abstract]

Convertible Debt [Table Text Block]

The following table shows the components of convertible notes payable at June 30, 2015 and December 31, 2014, respectively:

	June 30,			December 31,
	2015			2014
Total convertible notes payable at beginning of period	$	398,786		$	873,263
Plus:  additional notes payable		514,315			-
Less:  beneficial conversion feature		(270,597	)		-
Less:  note conversions		(65,000	)		(474,477	)
Convertible notes payable, net		577,504			398,786
Less: current portion, net		(398,786	)		(9,608	)
Convertible notes payable, net, long-term portion	$	178,718		$	389,178

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NOTE 8 - NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

The following table shows the components of notes payable, including three-year, 50% notes payable at June 30, 2015 and December 31, 2014, respectively:

	June 30,			December 31,
Loan Type	2015			2014
Bank	$	57,977		$	84,406
Insurance		36,725			40,300
Other term notes		1,352,243			1,014,340
Total notes payable		1,446,945			1,139,046
Less: Current portion		(1,181,241	)		(791,289	)
Long-term portion	$	265,704		$	347,757

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NOTE 15 - EMPLOYEE OPTIONS (Details) - Summary of Non-vested Shares - $ / shares	6 Months Ended
	Jun. 30, 2015
Summary of Non-vested Shares [Abstract]
Non-vested at January 1, 2015	2,291,676
Non-vested at January 1, 2015	$ 0.020
Granted	430,000
Granted	$ 0.26
Forfeited	0
Forfeited	$ 0.00
Vested	(689,174)
Vested	$ (0.13)
Non-vested	2,032,503
Non-vested	$ 0.23

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NOTE 10 - PREFERRED STOCK (Details) - USD ($)	1 Months Ended			3 Months Ended		6 Months Ended		15 Months Ended	24 Months Ended
	Jun. 30, 2015	May. 31, 2015	Apr. 30, 2008	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Mar. 31, 2010	Dec. 31, 2010
NOTE 10 - PREFERRED STOCK (Details) [Line Items]
Stock Issued During Period, Shares, New Issues (in Shares)	16,900	50,000				1,199,900
Preferred Stock, Accretion of Redemption Discount				$ 23,625	$ 25,048	$ 34,125	$ 25,048
Series A Preferred Stock [Member]
NOTE 10 - PREFERRED STOCK (Details) [Line Items]
Stock Issued During Period, Shares, Acquisitions (in Shares)			100,000
Noncash or Part Noncash Acquisition, Interest Acquired			100.00%
Convertible Preferred Stock, Shares Issued upon Conversion (in Shares)			1
Preferred Stock, Voting Rights			voting rights on a basis of 750 votes per share
Series B Preferred Stock [Member]
NOTE 10 - PREFERRED STOCK (Details) [Line Items]
Stock Issued During Period, Shares, New Issues (in Shares)								375,000
Proceeds from Issuance of Private Placement								$ 1,500,000
Convertible Preferred Stock, Terms of Conversion						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			convertible into a total of 15,000,000 shares of the Company’s common stock
Preferred Stock, Dividend Payment Terms								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.
Preferred Stock, Dividend Rate, Percentage						7.00%
Preferred Stock, Election Rights						right to elect one member of the Company’s Board of Directors
Dividends, Preferred Stock						$ 52,068	52,068
Preferred Stock, Accretion of Redemption Discount						34,125	27,020
Dividends Payable	$ 17,943			$ 17,943	$ 25,048	$ 17,943	$ 25,048

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NOTE 12 - COMMON STOCK TO BE ISSUED (Tables)

6 Months Ended

Jun. 30, 2015

Common Stock To Be Isssued [Abstract]

Schedule of Common Stock to Be Issued [Table Text Block]

The following table provides a reconciliation of the transactions, number of shares and associated common stock values for the common stock to be issued at June 30, 2015 and December 31, 2014, respectively.

	At June 30, 2015				At December 31, 2014
Common stock to be issued per:	# of Shares		$ Value		# of Shares		$ Value
Deposits received for common stock to be issued at $0.10 per share		30,000		3,000		180,000		18,000
Deposits received for common stock to be issued at $0.20 per share		-		-		120,000		24,000
Total number of shares and value		30,000	$	3,000		300,000	$	42,000

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NOTE 13 - BASIC AND FULLY DILUTED LOSS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

The Company's common stock equivalents, at June 30, 2015 and 2014, respectively, which are not included in the calculation of fully diluted loss per share because they are anti-dilutive, consisted of the following:

	2015		2014
Convertible promissory notes outstanding		6,097,099		6,053,831
Warrants outstanding		22,047,175		18,244,842
Stock options outstanding		10,244,999		9,970,554
Preferred stock outstanding		15,100,000		15,100,000
Common stock to be issued		30,000		15,000
Dividends on preferred stock outstanding		5,989,315		5,804,867
Total Common Stock Equivalents		59,508,588		55,189,094

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NOTE 2 - NATURE OF ORGANIZATION AND LIQUIDITY AND MANAGEMENT PLANS

6 Months Ended

Jun. 30, 2015

Disclosure Text Block [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 2 – NATURE OF ORGANIZATION AND LIQUIDITY AND MANAGEMENT PLANS

The Company operates what it believes to be the only real-time, law enforcement mobile data information system in the United States.  The Company refers to this real-time, in-car information sharing, communication and data interoperability network as the “COPsync Network.” The COPsync Network, delivered via software as a service, is designed for the purpose of:

· Connecting state and local law enforcement officers, regardless of agency jurisdiction, to a common communications system, enabling them to share mission critical, actionable information and communicate in real-time between and among themselves, as if they were one law enforcement agency;

· Allowing officers to query, in real time, various local, state and federal law enforcement databases, including (i) the FBI Criminal Justice Information Service (CJIS) database, (ii) the law enforcement telecommunications system databases for the States of Texas, Mississippi and Massachusetts, (iii)the historical databases of the Company’s agency subscribers who have provided other subscribers with such access; (iv) the Department of Homeland Security’s El Paso Intelligence Center (EPIC) database, which collects information relating to persons crossing the United States border, and (v) the COPsync Network database, and, as the Company expands the scope of its operations to states others than noted above, it anticipates being able to provide access to the law enforcement telecommunications databases in those states as well, subject to approvals from the applicable governing state agencies;

· Allowing dispatchers and officers to send, in real-time, BOLO (be on the lookout) and other alerts of kidnappings, robberies, car thefts, police pursuits, and other crimes in progress to all officers connected to the COPsync Network, regardless of agency jurisdiction;

· Allowing officers to write tickets, offense reports, crash reports and other reports and electronically and seamlessly send, in real-time or near real-time, the information in those reports to the COPsync Network database and local court and agency databases; and

· Informing officers of certain outstanding misdemeanor warrants at the point of a traffic stop and allowing the officers toprovide the violator notice of the outstanding warrant, or collect payment for the warrant with a credit card, through a specific feature enhancement that the Company sometimes refers to as the WARRANTsync system.

The Company also offers the COPsync911 threat alert service for use in schools, hospitals, day care facilities, government office buildings, energy infrastructure and other facilities with a high level of concern about security. The Company expects its COPsync911 service to reduce emergency law enforcement response times in those circumstances when seconds and minutes count.

When used in schools, the COPsync911 service enables school personnel to instantly and silently send emergency alerts directly to the closest law enforcement officers in their patrol vehicles, and to the local 911 dispatch center, with the mere click of an icon, from any computer within the facility and from any cell phones and other mobile devices associated with the facility.  The alert is also sent to the cell phones of all law enforcement officers in the area and to all teachers, administrators, and other staff at the school, alerting them of imminent danger.  

Once the alert is sent, a “crisis communication portal” is established among the person(s) sending the alert, the responding patrol vehicles and the local law enforcement 911 dispatch center.  This allows the person(s) initiating the alert to silently communicate with responding officers and the 911 dispatch center about the nature of the threat, whether it is an active gunman, fire, suspicious person or other emergency.  The crisis communication portal also provides a link to a diagram of the school or other facility and a map to its location. 

The Company also augments its other services with its proprietary law enforcement in-car video system, named VidTac.

Liquidity and Management Plans

At June 30, 2015, the Company had cash and cash equivalents of $142,604, a working capital deficit of $5,326,926 and an accumulated deficit of $24,957,953.  The following factors are helping theCompany manage its liquidity, avoid default with respect to any material third-party obligations and enable it to progress its business towards cash-flow break-even, and ultimately profitability:  

1)  Booked orders for new customer contracts executed in the second quarter of 2015 were approximately $1,452,000, which is an increase of 222% over the first quarter of 2015, and represents the highest quarterly sales orders since the second quarter of 2013.  The Company expects this higher level of sales orders to continue in 2015 as a result of personnel and process changes the Company made in its sales organization during the second quarter of 2015.  The timeline between receiving a sales order and when the Company recognizes revenue and cost of revenue performance normally ranges from thirty days to four months, depending upon the contract value, the type of funding involved, and scope of work involved.

2)  The Company raised$514,315inthe first six months of 2015 pursuant to the Company’s issuance of convertible notes.  The notes have a three-year term, which bears interest at the rate of two percent simple interest per year, payable in cash.  The principal amount of each note is convertible into shares of the Company’s common stock at a price of $0.22 per share.  The notes may be prepaid by the Company under certain conditions.

3)  Holders of warrants to purchase 538,000 shares of the Company’s common stock exercised those warrants in the first six months of 2015, for an aggregateexercise price of $107,600.

4)  Two holders of promissory notes representing an aggregate of $563,477 in principal have expressed their willingness to extend the due dates of their respective notes, one holder whose notes matured during the second quarter totaling $313,477 and another holder whose $250,000 note will mature in the third quarter of 2015.  Both note holders have previously extended their respective notes.  The Company is working with each lender to document these extensions at the date of this report.

5)  The Company raised $350,000 pursuant to a $300,000 six-month bridge loan executed in early May 2015 and a $50,000 four-month bridge loan executed in June 2015.  The Company’s chief executive officer personally guaranteed the repayment of these loans.

6)  The Company has commenced the process of applying to list on the NASDAQ Capital Market, as discussed below.  The Company plans to raise additional capital in connection with its listing on the NASDAQ Capital Market in order to meet the minimum stockholder equity listing standard.

7)  The Company raised net proceeds of $1,308,350 during the month of July 2015 pursuant to a private placement of convertible notes and warrants with accredited individual and institutional investors, as part of a plan previously approved by the Board to raise $2,000,000 in capital funding.  The convertible notes will be converted into shares of the Company’s common stock upon its listing with the NASDAQ Capital Market, as discussed above.  The proceeds from this financing will be used by the Company for repaying the remaining balances of the two bridge loans discussed above and for general working capital purposes.

8)  The Company continues to employ “just in time” principles in its procurement processes for third party hardware, meaning that it attempts to schedule delivery to the customer of the third party hardware that the Company sells immediately after it receives the hardware.  The Company also continues its attempts to collect customer prepayments for the third party hardware it sells at or about the time it orders the hardware, which has helped the Company manage its working capital needs.

9)  The Company’s key vendors continue to work with it by providing extended payment terms for its outstanding payables balances, which has also helped the Company manage its working capital needs.

10)  The Company believes that it has the capability to reduce operating expenses, should circumstances require such actions.

11)  The Company is no longer attempting to raise funds pursuant to an EB-5 economic development arrangement, as previously reported, and the Company is now in discussions with the City of Pharr, which previously loaned the Company $475,000 in connection with the proposed EB-5 economic development arrangement, about converting the loan to an economic development grant.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has accumulated significant losses, which is common for companies at this stage of the Company’s maturity,as it has been developing its current and recently added offerings. The Company has had recurring losses and expects to report losses for fiscal 2015. The Company believes that cash flow from operations, together with other potential sources of cash, will be sufficient to fund the Company’s anticipated operations for the next twelve months.

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NOTE 14 - OUTSTANDING WARRANTS (Tables)

6 Months Ended

Jun. 30, 2015

Disclosure Text Block Supplement [Abstract]

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

A summary of the status of the Company’s outstanding warrants, and the changes during the six months ended June 30, 2015, is as follows:

2015
				Weighted
				Average
Description	Shares			Exercise Price
Outstanding, January 1, 2015		22,371,795		$	0.16
Granted		453,380			0.15
Expired/Cancelled		(240,000	)		(0.20	)
Exercised		(538,000	)		(0.20	)
Outstanding, June 30, 2015		22,047,175		$	0.15
Exercisable, June 30, 2015		14,972,175		$	0.18

Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Table Text Block]

The following is a summary of the Company’s outstanding and exercisable warrants at June 30, 2015:

		Outstanding					Exercisable
Exercise Prices		Weighted Average Number Outstanding at 6/30/15	Remaining Life (in yrs.)		Weighted Average Exercise Price		Number Exercisable at 6/30/15		Weighted Average Exercise Price
$	0.10	12,042,593		3.03	$	0.10		5,242,593	$	0.10
$	0.11 - 0.19	427,380		3.23	$	0.15		427,380	$	0.15
$	0.20 - 0.45	9,577,202		2.50	$	0.22		9,302,202	$	0.22
$	0.10 - 0.45	22,047,175		2.80	$	0.15		14,972,175	$	0.18

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NOTE 8 - NOTES PAYABLE (Details)						1 Months Ended			3 Months Ended	6 Months Ended
	Aug. 11, 2015 USD ($)	Aug. 10, 2015 USD ($)	Jun. 29, 2015 USD ($)	May. 06, 2015 USD ($)	Jul. 11, 2014 USD ($)	Jun. 30, 2015 USD ($)	May. 31, 2014 USD ($)	Nov. 30, 2013	Mar. 31, 2015 USD ($)	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)
NOTE 8 - NOTES PAYABLE (Details) [Line Items]
Notes Payable						$ 1,446,945				$ 1,446,945		$ 1,139,046
Proceeds from Insurance Settlement, Investing Activities									$ 11,254
Amortization of Debt Discount (Premium)										96,558	$ 0
Repayments of Notes Payable										15,000	$ 0
Notes Payable, Other Payables [Member]
NOTE 8 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Term									11 months
Debt Instrument, Face Amount									$ 33,319
Debt Instrument, Interest Rate, Stated Percentage									7.50%
Debt Issuance Cost										$ 10,166
Director [Member] | Notes Payable, Other Payables [Member]
NOTE 8 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Term						90 days				90 years
Debt Instrument, Face Amount						$ 50,000				$ 50,000
Debt Instrument, Interest Rate, Stated Percentage						8.00%				8.00%
Proceeds from Short-term Debt						$ 50,000
Number of Notes Payable								2
Notes Payable, Other Payables [Member]
NOTE 8 - NOTES PAYABLE (Details) [Line Items]
Notes Payable						1,446,945				$ 1,446,945
Debt Instrument, Increase (Decrease), Net										(307,899)
Debt Issued May 6, 2015 [Member] | Notes Payable, Other Payables [Member]
NOTE 8 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Term				6 months
Debt Instrument, Face Amount				$ 300,000
Debt Instrument, Interest Rate, Stated Percentage				35.00%
Debt Instrument, Fee Amount				$ 999
Debt Instrument, Payment Terms				early payment options: 1-30 days - $360,000, 31-60 days - $366,000, 61-90 days - $375,000 and 91+ days - $405,000
Repayments of Short-term Debt										39,375
Debt Issued May 6, 2015 [Member] | Notes Payable, Other Payables [Member] | Subsequent Event [Member]
NOTE 8 - NOTES PAYABLE (Details) [Line Items]
Repayments of Short-term Debt		$ 245,000
Debt Issued May 6, 2015 [Member] | Notes Payable, Other Payables [Member] | Debt Instrument, Frequency of Payment, Tranche One [Member]
NOTE 8 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Frequency of Payment, Term				20 days
Debt Instrument, Periodic Payment				$ 2,000
Debt Instrument, Frequency of Periodic Payment				daily
Debt Issued May 6, 2015 [Member] | Notes Payable, Other Payables [Member] | Debt Instrument, Frequency of Payment, Tranche Two [Member]
NOTE 8 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Frequency of Payment, Term				100 days
Debt Instrument, Periodic Payment				$ 3,650
Debt Instrument, Frequency of Periodic Payment				daily
Debt Issued June 29, 2015 [Member] | Notes Payable, Other Payables [Member]
NOTE 8 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Term			4 months
Debt Instrument, Face Amount			$ 50,000
Debt Instrument, Interest Rate, Stated Percentage			40.00%
Debt Instrument, Frequency of Payment, Term			88 days
Debt Instrument, Periodic Payment			$ 795
Debt Instrument, Frequency of Periodic Payment			daily
Debt Instrument, Fee Amount			$ 1,000
Debt Instrument, Payment Terms			early payment options: 1-30 days - $59,950 and 31+ days - $69,950
Repayments of Short-term Debt										568
Debt Issued June 29, 2015 [Member] | Notes Payable, Other Payables [Member] | Subsequent Event [Member]
NOTE 8 - NOTES PAYABLE (Details) [Line Items]
Repayments of Short-term Debt	$ 42,718
Debt Issued May 2014 [Member] | Notes Payable, Other Payables [Member]
NOTE 8 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Term							36 months
Debt Instrument, Face Amount							$ 607,500
Debt Instrument, Interest Rate, Stated Percentage							50.00%
Debt Instrument, Frequency of Periodic Payment							requires a specific repayment amount be made by the Company every six months, commencing six months after the date the note was issued
Debt Instrument, Payment Terms							The Company is required to repay 10%, 30% and 60% of the aggregate repayment amount in years one, two and three of the notes’ term, respectively.
Repayments of Short-term Debt										15,000
Proceeds from Short-term Debt							$ 405,000
Number of Notes Payable							8
Debt Instrument, Unamortized Discount							$ 202,500
Amortization of Debt Discount (Premium)										33,756
Short-term Debt						$ 30,375				30,375
Debt Issued July 2014 [Member] | Notes Payable, Other Payables [Member]
NOTE 8 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount					$ 60,000
Debt Instrument, Interest Rate, Stated Percentage					15.00%
Repayments of Short-term Debt										30,745
Debt Instrument, Maturity Date					Apr. 11, 2015
Debt Issued July 2014 [Member] | Notes Payable, Other Payables [Member] | Debt Instrument, Frequency of Payment, Tranche One [Member]
NOTE 8 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Frequency of Periodic Payment					monthly
Debt Instrument, Periodic Payment, Interest					$ 750
Debt Issued July 2014 [Member] | Notes Payable, Other Payables [Member] | Debt Instrument, Frequency of Payment, Tranche Two [Member]
NOTE 8 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Frequency of Payment, Term					8 months
Debt Instrument, Periodic Payment					$ 7,028
Debt Instrument, Frequency of Periodic Payment					monthly
Debt Issued July 2014 [Member] | Notes Payable, Other Payables [Member] | Automobiles [Member]
NOTE 8 - NOTES PAYABLE (Details) [Line Items]
Repayments of Notes Payable										$ 149,001

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NOTE 15 - EMPLOYEE OPTIONS (Details)		3 Months Ended			6 Months Ended
	Sep. 02, 2009 shares	Jun. 30, 2015 USD ($) $ / shares shares	Mar. 31, 2015 USD ($) $ / shares shares	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2014 USD ($)	Dec. 31, 2014 $ / shares shares
NOTE 15 - EMPLOYEE OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in Shares)		10,244,999			10,244,999		9,814,999
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in Shares)		8,212,496			8,212,496
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Dollars per share) | $ / shares		$ 0.12			$ 0.12		$ 0.09
Share-based Compensation (in Dollars) | $					$ 95,832	$ 112,201
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares)					430,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares					$ 0.37
2009 Long Term Incentive Plan [Member]
NOTE 15 - EMPLOYEE OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares)	20,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in Shares)		10,244,999			10,244,999
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in Shares)		8,212,496			8,212,496
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Dollars per share) | $ / shares		$ 0.09			$ 0.09
Share-based Compensation (in Dollars) | $		$ 49,822		$ 78,642	$ 95,832	$ 112,201
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $		$ 468,196			$ 468,196
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition					1 year 270 days
Options Issued to Each Director [Member] | 2009 Long Term Incentive Plan [Member]
NOTE 15 - EMPLOYEE OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares)			60,000
Options Issued to Directors [Member] | 2009 Long Term Incentive Plan [Member]
NOTE 15 - EMPLOYEE OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period		10 years	10 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			24 months
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares)		50,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares		$ 0.22	$ 0.10
Number of Directors			3
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount (in Dollars) | $		$ 6,646	$ 55,179
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights			for a three-year period, with 33% vesting on the one-year anniversary of the grant date, and the remainder vesting ratably over the next eight quarters
Options Issued to New Employees [Member] | 2009 Long Term Incentive Plan [Member]
NOTE 15 - EMPLOYEE OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period			10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares)			200,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares			$ 0.10
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount (in Dollars) | $			$ 50,281
Share-based Compensation Award, Tranche Three [Member] | 2009 Long Term Incentive Plan [Member]
NOTE 15 - EMPLOYEE OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
Share-based Compensation Award, Tranche One [Member] | 2009 Long Term Incentive Plan [Member]
NOTE 15 - EMPLOYEE OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	5 years
Share-based Compensation Award, Tranche One [Member] | Options Issued to Directors [Member] | 2009 Long Term Incentive Plan [Member]
NOTE 15 - EMPLOYEE OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		3 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage		33.00%
Share-based Compensation Award, Tranche One [Member] | Options Issued to New Employees [Member] | 2009 Long Term Incentive Plan [Member]
NOTE 15 - EMPLOYEE OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			3 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights			three year vesting period, 33% vesting on the one-year anniversary of the grant date, and the remainder vesting ratably over the next eight quarters
Share-based Compensation Award, Tranche Two [Member] | Options Issued to Directors [Member] | 2009 Long Term Incentive Plan [Member]
NOTE 15 - EMPLOYEE OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		24 months
Share-based Compensation Award, Tranche Two [Member] | Options Issued to New Employees [Member] | 2009 Long Term Incentive Plan [Member]
NOTE 15 - EMPLOYEE OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			24 months

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Balance Sheets - USD ($)	Jun. 30, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$ 142,604	$ 587,459
Accounts receivable, net	225,349	223,622
Inventories	305,693	246,077
Prepaid expenses and other current assets	273,276	270,148
Deferred loan costs	0	50,000
Total Current Assets	946,922	1,377,306
PROPERTY AND EQUIPMENT
Leased property under capital lease	35,098	35,098
Computer hardware	80,475	72,070
Computer software	36,936	36,936
Fleet vehicles	142,059	174,094
Furniture and fixtures	10,467	10,467
Total Property and Equipment	305,035	328,665
Less: Accumulated Depreciation	(167,447)	(152,789)
Net Property and Equipment	137,588	175,876
TOTAL ASSETS	1,084,510	1,553,182
CURRENT LIABILITIES
Accounts payable and accrued expenses	2,370,238	1,526,612
Deferred revenues	2,315,601	2,526,990
Obligation under capital lease, current portion	7,982	7,632
Convertible notes payable, current portion	398,786	9,608
Three Year, 50% notes payable	197,625	121,500
Notes payable, current portion	983,616	669,789
Total Current Liabilities	6,273,848	4,862,131
LONG-TERM LIABILITIES
Deferred revenues	887,164	1,142,437
Obligation under capital lease	23,386	27,466
Convertible notes payable	178,718	389,178
Three Year, 50% notes payable, net of $198,263 discount, non-current portion	233,749	291,118
Notes payable, non-current portion	31,955	56,639
Total Long-Term Liabilities	1,354,972	1,906,838
Total Liabilities	$ 7,628,820	$ 6,768,969
COMMITMENTS AND CONTINGENCIES (Note 14)
STOCKHOLDERS' DEFICIT
Common stock, par value $0.0001 per share, 500,000,000 shares authorized; 203,052,344 and 201,852,444 issued and outstanding, respectively	$ 20,301	$ 20,184
Common stock to be issued, 30,000 and 300,000 shares, respectively	3,000	42,000
Additional paid-in-capital	18,390,295	17,630,254
Accumulated deficit	(24,957,953)	(22,908,272)
Total Stockholders' Deficit	(6,544,310)	(5,215,787)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	1,084,510	1,553,182
Series A Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred stock, value issued	10	10
Series B Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred stock, value issued	$ 37	$ 37

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NOTE 11 - COMMON STOCK (Details) - USD ($)	1 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2015	May. 31, 2015	Mar. 31, 2015	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
NOTE 11 - COMMON STOCK (Details) [Line Items]
Stock Issued During Period, Shares, New Issues	16,900	50,000		1,199,900
Proceeds from Warrant Exercises			$ 8,000	$ 107,600	$ 0
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.38	$ 0.20
Proceeds from Issuance or Sale of Equity	$ 1,690		$ 5,000
Debt Conversion, Converted Instrument, Shares Issued				325,000
Debt Conversion, Original Debt, Amount				$ 65,000		$ 474,477
Class of Warrant or Rights, Exercised			40,000	538,000
Warrants, Term of Warrants		4 years
Sale of Stock, Price Per Share	$ 0.19			$ 0.19
Capital contributed through forfeiture of conractual compensation				$ 39,500	$ 39,500
Stock Issued for Exercise of Warrants [Member]
NOTE 11 - COMMON STOCK (Details) [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities				498,000
Proceeds from Warrant Exercises				$ 99,600
Stock Issued for Prior Warrant Exercises [Member]
NOTE 11 - COMMON STOCK (Details) [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities				120,000
Proceeds from Warrant Exercises						$ 24,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.20			$ 0.20
Stock and Warrants Issued for Cash [Member]
NOTE 11 - COMMON STOCK (Details) [Line Items]
Stock Issued During Period, Shares, New Issues				150,000
Proceeds from Issuance or Sale of Equity				$ 15,000

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Statements of Cash Flows (Unaudited) (Parentheticals) - shares	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Non-cash issuance of shares of common stock to third party for services performed and to be performed		60,000
Conversion of convertible notes into shares of common stock	325,000
Convertible Notes and Accrued Interest [Member]
Conversion of convertible notes into shares of common stock	325,000	200,000

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NOTE 17 - RELATED PARTY TRANSACTIONS (Details)					1 Months Ended				3 Months Ended		6 Months Ended		12 Months Ended
	Feb. 28, 2014 USD ($)	Nov. 30, 2013 USD ($) $ / shares	Aug. 31, 2013 USD ($) $ / shares	Dec. 31, 2012 USD ($) $ / shares	Jun. 30, 2015 USD ($) $ / shares	Mar. 31, 2015 USD ($) $ / shares shares	Dec. 31, 2014 USD ($)	Nov. 30, 2013 USD ($) $ / shares	Mar. 31, 2015 USD ($) $ / shares	Dec. 31, 2014 USD ($)	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2014 USD ($)	Dec. 31, 2012 USD ($) $ / shares	May. 31, 2015 $ / shares
NOTE 17 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Capital Lease Obligations					$ 31,368						$ 31,368
Repayments of Notes Payable											$ 15,000	$ 0
Class of Warrant or Rights, Exercised (in Shares) | shares						40,000					538,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares						$ 0.20			$ 0.20					$ 0.38
Notes Payable, Other Payables [Member]
NOTE 17 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Instrument, Face Amount						$ 33,319			$ 33,319
Debt Instrument, Term									11 months
Debt Instrument, Interest Rate, Stated Percentage						7.50%			7.50%
Director [Member] | Notes Payable, Other Payables [Member]
NOTE 17 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Instrument, Face Amount					$ 50,000						$ 50,000
Debt Instrument, Term					90 days						90 years
Debt Instrument, Interest Rate, Stated Percentage					8.00%						8.00%
Number of Notes Payable								2
Director [Member] | Automobiles [Member] | Capital Lease Arrangement [Member]
NOTE 17 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Instrument, Term							4 years
Number of Automobiles Under Capital Lease							2
Capital Lease Obligations							$ 35,098			$ 35,098
Debt Instrument, Interest Rate, Effective Percentage							9.00%			9.00%
Chief Executive Officer [Member]
NOTE 17 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Class of Warrant or Rights, Exercised (in Shares) | shares											100,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares					$ 0.20						$ 0.20
Chief Executive Officer [Member] | Notes Payable, Other Payables [Member]
NOTE 17 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Instrument, Face Amount	$ 25,000			$ 120,000									$ 120,000
Debt Instrument, Term	60 days
Debt Instrument, Interest Rate, Stated Percentage	3.00%			3.00%									3.00%
Repayments of Notes Payable										$ 17,500
Notes Payable, Related Parties							$ 7,500			$ 7,500
Debt Instrument, Maturity Date	Jul. 01, 2015
Debt Instrument, Portion used to Pay for Exercise of Warrants											$ 7,500
Debt Instrument, Description				The demand note, including accrued interest, was replaced with a convertible promissory note
Chief Executive Officer [Member] | Convertible Notes Payable [Member]
NOTE 17 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Instrument, Face Amount			$ 40,000	$ 120,534									$ 120,534
Debt Instrument, Interest Rate, Stated Percentage			3.00%	3.00%									3.00%
Debt Instrument, Maturity Date			Mar. 31, 2016										Mar. 31, 2016
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares			$ 0.10	$ 0.10									$ 0.10
Immediate Family Member of Management or Principal Owner [Member] | Notes Payable, Other Payables [Member]
NOTE 17 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Instrument, Face Amount		$ 60,000						$ 60,000
Debt Instrument, Interest Rate, Stated Percentage		3.00%						3.00%
Debt Instrument, Description		The demand note was replaced shortly thereafter with a convertible promissory note
Immediate Family Member of Management or Principal Owner [Member] | Convertible Notes Payable [Member]
NOTE 17 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Instrument, Face Amount		$ 60,000						$ 60,000
Debt Instrument, Interest Rate, Stated Percentage		3.00%						3.00%
Debt Instrument, Maturity Date								Mar. 31, 2016
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares		$ 0.10						$ 0.10
Affiliated Entity [Member] | Notes Payable, Other Payables [Member]
NOTE 17 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Instrument, Face Amount		$ 313,477						$ 313,477
Debt Instrument, Interest Rate, Stated Percentage		16.00%						16.00%
Debt Instrument, Maturity Date									Jun. 25, 2015
Debt Instrument, Maturity Date, Description								May 2014
Debt Instrument, Collateral								collateralized by the third-party equipment being procured

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NOTE 2 - NATURE OF ORGANIZATION AND LIQUIDITY AND MANAGEMENT PLANS (Details)	1 Months Ended				2 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 31, 2015 USD ($)	Jun. 30, 2015 USD ($) $ / shares	May. 31, 2015 USD ($)	Mar. 31, 2015 USD ($) shares	Jun. 30, 2015 USD ($) $ / shares	Jun. 30, 2015 USD ($) $ / shares	Mar. 31, 2015 USD ($)	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)	Feb. 06, 2015 $ / shares	Oct. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
NOTE 2 - NATURE OF ORGANIZATION AND LIQUIDITY AND MANAGEMENT PLANS (Details) [Line Items]
Cash and Cash Equivalents, at Carrying Value		$ 142,604			$ 142,604	$ 142,604		$ 142,604	$ 109,736	$ 587,459			$ 414,051
Working Capital (Deficit)		(5,326,926)			(5,326,926)	(5,326,926)		(5,326,926)
Retained Earnings (Accumulated Deficit)		$ (24,957,953)			$ (24,957,953)	(24,957,953)		(24,957,953)		(22,908,272)
Booked Orders for New Customer Contracts Executed						$ 1,452,000
Booked Orders for New Customer Contracts Executed, Percentage Increase Over Prior Period						222.00%
Proceeds from Convertible Debt								$ 514,315	0	$ 0
Class of Warrant or Rights, Exercised (in Shares) | shares				40,000				538,000
Proceeds from Warrant Exercises				$ 8,000				$ 107,600	0
Proceeds from Issuance of Debt								389,834	$ 700,000
Subsequent Event [Member]
NOTE 2 - NATURE OF ORGANIZATION AND LIQUIDITY AND MANAGEMENT PLANS (Details) [Line Items]
Proceeds from Convertible Debt	$ 1,308,350
Additional Funding Attempting to Secure	$ 2,000,000
Convertible Debt [Member]
NOTE 2 - NATURE OF ORGANIZATION AND LIQUIDITY AND MANAGEMENT PLANS (Details) [Line Items]
Proceeds from Convertible Debt						$ 30,000	$ 484,315	$ 514,315
Debt Instrument, Term								3 years
Debt Instrument, Interest Rate, Stated Percentage		2.00%			2.00%	2.00%		2.00%
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares		$ 0.22			$ 0.22	$ 0.22		$ 0.22			$ 0.22
Debt Instrument, Face Amount												$ 750,000
Convertible Debt [Member] | Subsequent Event [Member]
NOTE 2 - NATURE OF ORGANIZATION AND LIQUIDITY AND MANAGEMENT PLANS (Details) [Line Items]
Debt Instrument, Description	The proceeds from this financing will be used by the Company for repaying the remaining balances on the two bridge loans (See Note 8) and for general working capital purposes.
Proceeds from Issuance of Debt	$ 1,308,350
Potential Extension of Notes Payable [Member]
NOTE 2 - NATURE OF ORGANIZATION AND LIQUIDITY AND MANAGEMENT PLANS (Details) [Line Items]
Number of Notes Payable								2
Debt Instrument, Description								Two holders of promissory notes representing an aggregate of $563,477 in principal have expressed their willingness to extend the due dates of their respective notes, one holder whose notes matured during the second quarter totaling $313,477 and another holder whose $250,000 note will mature in the third quarter of 2015. Both note holders have previously extended their respective notes. The Company is working with each lender to document these extensions at the date of this report.
Debt Instrument, Amount, Potential Modification of Maturity		$ 563,477			$ 563,477	$ 563,477		$ 563,477
Debt the Company is Attempting to Extend Maturity on [Member]
NOTE 2 - NATURE OF ORGANIZATION AND LIQUIDITY AND MANAGEMENT PLANS (Details) [Line Items]
Proceeds from Issuance of Debt					350,000
Note Payable #1 [Member] | Bridge Loan [Member]
NOTE 2 - NATURE OF ORGANIZATION AND LIQUIDITY AND MANAGEMENT PLANS (Details) [Line Items]
Debt Instrument, Term			6 months
Debt Instrument, Face Amount			$ 300,000
Note Payable #2 [Member] | Bridge Loan [Member]
NOTE 2 - NATURE OF ORGANIZATION AND LIQUIDITY AND MANAGEMENT PLANS (Details) [Line Items]
Debt Instrument, Term		4 months
Debt Instrument, Face Amount		$ 50,000			50,000	50,000		50,000
Advance from the City of Pharr, TX [Member]
NOTE 2 - NATURE OF ORGANIZATION AND LIQUIDITY AND MANAGEMENT PLANS (Details) [Line Items]
Debt Instrument, Face Amount		$ 475,000			$ 475,000	$ 475,000		$ 475,000

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NOTE 16 - COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

NOTE 16 – 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, 2015, as well as an estimate of the timing in which these obligations are expected to be satisfied:

	Payments Due by Period
Contractual Obligations	Total		2015			2016-2017		2018-2019	After 2019
Long-Term Debt Obligations	$	2,024,449	$	1,090,249	$	811,001	$	123,199	$	-
Capital Lease Obligations	$	31,368	$	3,902	$	17,479	$	9,987	$	-
Operating Lease Obligations	$	530,224	$	48,031	$	227,384	$	178,297	$	76,512
Purchase Obligations	$	311,850	$	311,850	$	-	$	-	$	-
Other Long-Term Liabilities	$	475,000	$	-	$	475,000	$	-	$	-
Total Contractual Obligations	$	3,372,891	$	1,454,032	$	1,530,864	$	311,483	$	76,512

With regards to purchase obligations listed above, the Company placed a demand purchase order for $433,130 with its VidTac contract manufacturer for finished units to be delivered ratably throughout an eight-month period commencing in May 2015.  The purchase obligation required a 10% down payment at the time of order placement. At June 30, 2015, the Company had taken delivery of units related to this purchase obligation valued at approximately $87,000.

The Company’s purchase order placed with the contract manufacturer is non-cancellable; however, there are some relief provisions: (1) the Company may change the original requested delivery dates if it gives sufficient advance notice to the contract manufacturer; and (2) should the Company elect to cancel the purchase order in total or in part, it would only be financially responsible for any materials that could not be returned by the contract manufacturer to its source suppliers.

With regards to other long-term liabilities above, on February 3, 2014, the Company received a $475,000 advance from the City of Pharr, Texas in connection with a proposed EB-5 economic development program.   Loan documents related to this advance were never finalized.  Because the formal loan documents have not been executed as of the date of this report, the advance has been classified as an accrued expense on the Company’s Balance Sheet.  The Company is now in discussions with the City of Pharr about converting the loan into an economic development grant.

Compensation

See ITEM 2, “Executive Compensation,” “Employment Contracts, Termination of Employment and Change in Control,” contained in the Company’s Schedule 14C Information Statement for the year ended December 31, 2014 and filed on March 2, 2015, which discusses the employment agreements involving Mr. Russell Chaney and Mr. Shane Rapp, co-founders of the Company.  One element contained in those discussions involves the voluntary elections by Mr. Chaney and Mr. Rapp to forego certain specified salary increases until the Company becomes profitable or the Company secures sufficient funding to sustain operations.  The value of each person’s foregone salary for each of the six months ended June 30, 2015 and 2014 totaled $20,000 for Mr. Chaney and $19,500 for Mr. Rapp and was recorded as contributed capital in Additional Paid-in Capital on the Company’s Balance Sheet.

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 that is adverse to it, the Company’s financial position and prospects could be harmed.

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NOTE 5 - ACCOUNTS RECEIVABLE (Details) - Schedule of Accounts, Notes, Loans and Financing Receivable - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Schedule of Accounts, Notes, Loans and Financing Receivable [Abstract]
Trade receivables	$ 1,045,271	$ 1,101,279
Other receivables	21,937	53,227
Elimination of unpaid deferred revenue	(627,470)	(716,495)
Allowance for doubtful accounts	(214,389)	(214,389)
Accounts Receivable, net	$ 225,349	$ 223,622

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NOTE 18 - SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 18 – SUBSEQUENT EVENTS

The Company has commenced the process of applying to be listed on the NASDAQ Capital Market, which it hopes to accomplish by the end of 2015.  To that end, on July 6, 2015, the Company’s Board of Directors approved and submitted for the approval of the Company’s stockholders an amendment to its Amended and Restated Certificate of Incorporation, to effect a reverse stock split of its common stock by a ratio of not less than 1-for-25 and not more than 1-for-50 (the “Reverse Split”). On July 7, 2015, stockholders of record of approximately 50.8% of the Company’s outstanding voting stock executed and delivered to the Company a written consent in lieu of a stockholders’ meeting approving the Reverse Split.  The Reverse Split can be effected at any time prior to December 31, 2015, at a ratio to be set at a whole number within the above range, as determined by the Board of Directors in its sole discretion.  Further, the Board of Directors may, in its sole discretion, determine to not effect the Reverse Split.  The Company believes that the Reverse Split will enhance its ability to obtain an initial listing on The NASDAQ Capital Market. The NASDAQ Capital Market requires, among other items, an initial bid price of at least $4.00 per share and following initial listing, maintenance of a continued price of at least $1.00 per share.

The Company raised net proceeds of $1,308,350 in a private financing from accredited individual and institutional investors during the month of July 2015, as part of a plan approved by the Board of Directors to raise $2,000,000 in capital funding.  The funding is in the form of a convertible note which will be converted into shares of the Company’s common stock in connection with its listing on the NASDAQ Capital Market as discussed above.  The proceeds from this financing will be used by the Company for repaying the remaining balances on the two bridge loans (See Note 8) and for general working capital purposes.

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NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

6 Months Ended

Jun. 30, 2015

Disclosure Text Block [Abstract]

Basis of Accounting [Text Block]

NOTE 1 – BASIS OF FINANCIAL STATEMENT PRESENTATION

These interim condensed financial statements of COPsync, Inc. (the "Company") are unaudited, but reflect, in the opinion of management, all normal recurring adjustments necessary to fairly present the financial position of the Company as of June 30, 2015, and its results of operations and cash flows for the three-month and six-month periods ended June 30, 2015.  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, 2014. The results for the three-month and six-month periods ended June 30, 2015 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2015, or any other period. The year-end condensed balance sheet data as of December 31, 2014, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States.

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Balance Sheets (Parentheticals) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	203,052,344	201,852,444
Common stock, shares outstanding	203,052,344	201,852,444
Common stock to be issued	30,000	300,000
Other Current Liabilities [Member]
Notes payable	50.00%	50.00%
Notes payable, year	3 years	3 years
Other Noncurrent Liabilities [Member]
Notes payable	50.00%	50.00%
Notes payable, year	3 years	3 years
Notes payable, discount (in Dollars)	$ 198,263
Series A Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	100,000	100,000
Preferred stock, shares outstanding	100,000	100,000
Series B Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	375,000	375,000
Preferred stock, shares issued	375,000	375,000
Preferred stock, shares outstanding	375,000	375,000

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NOTE 11 - COMMON STOCK

6 Months Ended

Jun. 30, 2015

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 11 – COMMON STOCK

During the six-months ended June 30, 2015, the Company issued a total of 1,199,900 shares of common stock as described below:

1)   The Company issued 498,000 shares of common stock upon the exercise of outstanding warrants, for an aggregate exercise price of $99,600 (See Note 14).

2)   In September 2014, the Company received a total of $24,000 from holders of warrants to purchase of 120,000 shares of common stock for the exercise of those warrants.  The exercise price of the warrants was $0.20 per share.  At the warrant holders’ request, the Company agreed to not issue the shares of common stock issuable upon such exercise for a period of six months following the date of exercise.  Accordingly, the shares were issued during the period.

3)   The Company issued 150,000 shares of common stock and associated warrants pursuant to a $15,000 deposit received in fiscal year 2014 from a single investor (See Note 14).

4) The Company issued 325,000 shares of common stock associated with the conversion of a $65,000 convertible note.

5) In March 2015, the Company received $8,000 from a single holder of a warrant to purchase 40,000 shares of common stock for the exercise of that warrant at the exercise price of $0.20 per share.  The Company issued the shares of common stock in April 2015.

6) In March 2015, the Company received a deposit from a single investor totaling $5,000 for the purchase of 50,000 shares of common stock and associated warrants.  These shares were issued in May 2015.  The term of the warrants is four years, and the exercise price is $0.38 per share, representing the average closing price of the Company’s stock for the 20 trading days preceding the deposit date.  The warrants will have no value assigned to them because the warrants are being issued as a unit with the shares of common stock.  This is consistent with the provisions of ASC 718.

7) The Company issued 16,900 shares of common stock and associated warrants for cash received of $1,690 in June 2015, at $0.19 per share.

Also, the Company recorded contributed capital of $39,500 during the period related to the forfeiture of contractual compensation involving the Company’s two co-founders.

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Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 10, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	COPsync, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		203,052,344
Amendment Flag	false
Entity Central Index Key	0001383154
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Jun. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2

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NOTE 12 - COMMON STOCK TO BE ISSUED

6 Months Ended

Jun. 30, 2015

Common Stock To Be Isssued [Abstract]

Common Stock To Be Isssued [Text Block]

NOTE 12 – COMMON STOCK TO BE ISSUED

During fiscal years 2014 and 2013, the Company received a series of small deposits from a single investor totaling $3,000 for the purchase of 30,000 shares of common stock shares and associated warrants.  The Company anticipates that these shares will be issued in fiscal 2015.  The term of the warrants is four years, and the exercise price is $0.10 per share.  The warrants will have no value assigned to them because the warrants will be issued as a unit with common stock shares.  This is consistent with the provisions of ASC 718.

The following table provides a reconciliation of the transactions, number of shares and associated common stock values for the common stock to be issued at June 30, 2015 and December 31, 2014, respectively.

	At June 30, 2015				At December 31, 2014
Common stock to be issued per:	# of Shares		$ Value		# of Shares		$ Value
Deposits received for common stock to be issued at $0.10 per share		30,000		3,000		180,000		18,000
Deposits received for common stock to be issued at $0.20 per share		-		-		120,000		24,000
Total number of shares and value		30,000	$	3,000		300,000	$	42,000

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Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
REVENUES
Hardware, installation and other revenues	$ 499,278	$ 934,916	$ 1,001,935	$ 1,839,847
Software license/subscription revenues	747,313	644,675	1,415,542	1,227,564
Total Revenues	1,246,591	1,579,591	2,417,477	3,067,411
COST OF REVENUES
Hardware and other costs	366,703	799,361	820,045	1,497,268
Software license/subscriptions	321,494	270,653	625,186	529,159
Total Cost of Revenues	688,197	1,070,014	1,445,231	2,026,427
GROSS PROFIT	558,394	509,577	972,246	1,040,984
OPERATING EXPENSES
Research and development	459,547	377,667	945,167	894,671
Sales and marketing	450,822	332,044	815,189	649,001
General and administrative	589,214	360,556	1,004,418	794,074
Total Operating Expenses	1,499,583	1,070,267	2,764,774	2,337,746
LOSS FROM OPERATIONS	(941,189)	(560,690)	(1,792,528)	(1,296,762)
OTHER INCOME (EXPENSE)
Interest expense	(170,177)	(44,829)	(238,910)	(55,531)
	0	0	0	0
Total Other Income (Expense)	(170,177)	(44,829)	(238,910)	(55,531)
NET LOSS BEFORE INCOME TAXES	(1,111,366)	(605,519)	(2,031,438)	(1,352,293)
INCOME TAXES	0	0	0	0
NET LOSS	(1,111,366)	(605,519)	(2,031,438)	(1,352,293)
Series B preferred stock dividend	(2,553)	(1,130)	(17,943)	(27,020)
Accretion of beneficial conversion feature on preferred shares dividends issued in kind	(23,625)	(25,048)	(34,125)	(25,048)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (1,137,544)	$ (631,697)	$ (2,083,506)	$ (1,404,361)
LOSS PER COMMON SHARE - BASIC & DILUTED (in Dollars per share)	$ (0.01)	$ 0.00	$ (0.01)	$ 0.01
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC & DILUTED (in Shares)	202,764,184	176,394,996	202,456,062	175,791,435

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NOTE 6 - INVENTORY

6 Months Ended

Jun. 30, 2015

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

NOTE 6 – INVENTORY

Inventory consisted entirely of finished goods and totaled $305,693 and $246,077 at June 30, 2015, and December 31, 2014, respectively.  The approximate $60,000 increase in inventory in the first six months of 2015 is due principally to an increase in the Company’s VidTac finished goods inventory.  

Total inventory at June 30, 2015 and December 31, 2014 included hardware consisting of computer laptops, printers and ancillary parts, such as electronic components, connectors, adapters and cables, as well as the Company’s propriety VidTac product and its related components.  Generally, the Company procures hardware as a result of receiving a customer order.  The hardware is procured, delivered to the Company, prepared for installation and then transported by the Company to the customer site for installation.  The Company does not procure any third-party hardware for speculative selling.  Further, the various components of hardware are all considered finished goods because the individual items may be, and are, sold in a package, or on an individual basis, normally at the same pricing structure.

The Company has contracted with a single manufacturer to produce the Company’s proprietary VidTac product.  The contract agreement calls for the Company to periodically place a demand purchase order for a fixed number of units to be manufactured and delivered as finished goods.  The Company’s purchase orders are non-cancellable; however, there are some relief provisions: (1) the Company may change the original requested delivery dates if the Company gives sufficient advance notice to the contract manufacturer; and (2) should the Company elect to cancel a purchase order in total or in part, it would be financially responsible for any materials that could not be returned by the contract manufacturer to its source suppliers.

When the VidTac product is recorded into finished goods, it consists of a kit with four basic components.  The Company records the product as a single unit of inventory.  Should a single component fail or need to be replaced, the Company will take a kit and then inventory the components, still considered finished goods.  Should a component need to be repaired, it is returned to the contract manufacturer for analysis and repair.  The repaired component is then shipped to the Company and inventoried as finished goods.

In December 2014, the Company placed a demand purchase order for $433,000 with the contract manufacturer for units to be delivered ratably in fiscal year 2015, beginning in May 2015.  This order was to cover forecasted demand for the product during the delivery period, as well as to accommodate the long-lead times required for procuring certain components from off-shore manufacturers.  The payment terms for this purchase order required a 10% down-payment at the time of order placement, followed by Net 30 days from invoice date once the units are delivered to the Company.  At June 30, 2015, the Company had taken delivery of units related to this demand purchase order valued at approximately $87,000.

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NOTE 5 - ACCOUNTS RECEIVABLE

6 Months Ended

Jun. 30, 2015

Receivables [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

NOTE 5 – ACCOUNTS RECEIVABLE

The Company's accounts receivable, net, at June 30, 2015 and December 31, 2014, respectively, consisted of the following:

Category	June 30, 2015			December 31, 2014
Trade receivables	$	1,045,271		$	1,101,279
Other receivables		21,937			53,227
Elimination of unpaid deferred revenue		(627,470	)		(716,495	)
Allowance for doubtful accounts		(214,389	)		(214,389	)
Accounts Receivable, net	$	225,349		$	223,622

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

The elimination of the unpaid deferred revenue for the respective periods represents those invoices issued for products and/or services not yet paid by the customer or services completed by the Company.  The elimination is made to prevent the “gross-up” effect on the Company’s Balance Sheet between Accounts Receivable and Deferred Revenues.

The Company’s allowance for doubtful accounts is based upon a review of outstanding receivables.  Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. 

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NOTE 17 - RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 17 – RELATED PARTY TRANSACTION

The Company received a $50,000 advance from Joe Alosa, a member of the board, in June 2015, without accompanying paperwork.  The Company has recorded this advance as a 90-day note, assuming 8% interest per annum.

In December 2014, the Company executed a capital lease involving two automobiles with an equipment financing company owned by one of the Company’s outside directors.  The total value of the transactions was $35,098, consisting of: a term of four years; monthly lease payments during the term; and an effective annual interest rate of nine percent.

On February 28, 2014, the Company executed a $25,000, sixty-day promissory note payable to its chief executive officer for a loan in the same amount.  The note bears interest at 3.0% per annum, which is due upon maturity of the promissory note.  In the fourth quarter of 2014, the Company repaid $17,500 of the principal amount of the note, leaving an outstanding balance of $7,500.  The Company’s chief executive officer elected to extend the maturity date of this note to July 1, 2015.  In July 2015, the $7,500 balance was used to partially pay for the exercise of a warrant to purchase 100,000 shares of the Company’s common stock with an exercise price of $0.20 per share, effective June 30, 2015.

In August 2013, the Company’s chief executive officer loaned the Company $40,000, which was evidenced by a convertible promissory note bearing interest at 3% annually.  The note was originally due March 31, 2014; however, the due date has been extended to March 31, 2016.  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. 

In November 2013, the spouse of the Company’s chief executive officer loaned the Company $60,000, which was evidenced by a demand promissory note bearing interest at 3% annually.  The demand note was replaced shortly thereafter with a convertible promissory note totaling $60,000, also bearing 3% annual interest and originally due March 31, 2014; however, the due date has been extended to March 31, 2016. 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. 

In November 2013, the Company executed two short-term notes payable in the aggregate of $313,477 with an equipment financing company owned by one of the Company’s outside directors for the specific purpose of financing the purchase of certain third-party equipment to be sold to contracted customers.  Both notes were to mature in May 2014, bear interest at 16% annually, are payable upon maturity, and are collateralized by the third-party equipment being procured.  The maturity dates for both notes were formally extended until June 25, 2015.  As of the date of this report, the financing company has verbally agreed to extend the term of the notes for another six-month period and is currently working with its affiliated banking partner for its documented concurrence.

In December 2012, the Company’s chief executive officer loaned the Company $120,000, which was evidenced by a demand promissory note bearing interest at 3% annually. The demand note, including accrued interest, was replaced with a convertible promissory note totaling $120,534, also bearing 3% annual interest and due one year from its issuance.  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 2013, the Company’s chief executive officer agreed to extend the due date for this convertible promissory note to March 14, 2014.  The Company’s chief executive officer subsequently extended the due date to March 31, 2016.

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NOTE 13 - BASIC AND FULLY DILUTED LOSS PER SHARE

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

NOTE 13 – BASIC AND FULLY DILUTED LOSS PER SHARE

The computations of basic 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.  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 were excluded from the loss per share attributable to common stockholders as their value is anti-dilutive.

The Company's common stock equivalents, at June 30, 2015 and 2014, respectively, which are not included in the calculation of fully diluted loss per share because they are anti-dilutive, consisted of the following:

	2015		2014
Convertible promissory notes outstanding		6,097,099		6,053,831
Warrants outstanding		22,047,175		18,244,842
Stock options outstanding		10,244,999		9,970,554
Preferred stock outstanding		15,100,000		15,100,000
Common stock to be issued		30,000		15,000
Dividends on preferred stock outstanding		5,989,315		5,804,867
Total Common Stock Equivalents		59,508,588		55,189,094

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NOTE 9 - CONVERTIBLE NOTES PAYABLE

6 Months Ended

Jun. 30, 2015

Convertible Note Payable [Abstract]

Convertible Note Payable [Text Block]

NOTE 9 – CONVERTIBLE NOTES PAYABLE

The Company’s total convertible notes payable at June 30, 2015 was $577,504, representing a net increase of $178,718 for the six-months ended June 30, 2015.  The following table shows the components of convertible notes payable at June 30, 2015 and December 31, 2014, respectively: 

	June 30,			December 31,
	2015			2014
Total convertible notes payable at beginning of period	$	398,786		$	873,263
Plus:  additional notes payable		514,315			-
Less:  beneficial conversion feature		(270,597	)		-
Less:  note conversions		(65,000	)		(474,477	)
Convertible notes payable, net		577,504			398,786
Less: current portion, net		(398,786	)		(9,608	)
Convertible notes payable, net, long-term portion	$	178,718		$	389,178

In October 2014, the Company’s Board of Directors approved a funding initiative for $750,000 to fund a software development effort for feature and function enhancements to enable the COPsync Network and COPsync911 threat alert system more readily to scale nationwide, of which $484,315 and $30,000 was raised in the first and second quarters of 2015, respectively.  The investment security is a three-year convertible promissory note, which bears interest at the rate of two percent simple interest per year, payable in cash.  The principal amount of the note is convertible into shares of the Company’s common stock at the rate of $0.22 per share.  The promissory note may be prepaid by the Company under certain conditions.

With each new issuance of convertible debt, the Company evaluates whether there is a beneficial conversion feature.   A beneficial conversion feature arises when the conversion price of a convertible instrument is below the per-share fair value, or trading price, of the underlying stock into which it is convertible.  The beneficial conversion feature is allocated between the debt and the beneficial conversion feature on relative fair value basis, and the amount allocated to beneficial conversion feature is then amortized as interest expense over the term of the note. The issuer of the convertible instrument realizes a cost based on the theory that the intrinsic value of the price difference (i.e., the price difference times the number of shares received upon conversion) represents an additional financing cost.  The Company determined the aggregate beneficial conversion feature for the convertible notes issued during the first and second quarters of 2015 was $367,155, which was recorded as a discount on non-current notes payable, offset by a benefit to paid-in capital.  For the six-months ended June 30, 2015, $96,558 of the beneficial conversion feature was amortized to interest expense.

On February 6, 2015, a single note holder elected to immediately convert his $65,000 convertible promissory note into 325,000 shares of the Company’s common stock at an exercise price of $0.20 per share, rather than $0.22 per share.  The Company offered the slightly lower exercise price as an inducement for the note holder’s decision to immediately convert the note.  Additionally, the holder was granted warrants to purchase 65,000 additional shares of the Company’s common stock at $0.40 per share (see Note 14).

At March 31, 2015, the Company reclassified $337,532 in aggregate principal amount of eight convertible notes issued in fiscal year 2011 and maturing on March 31, 2016, from Long-Term Liabilities to Current Liabilities on the Company’s Balance Sheet. 

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NOTE 18 - SUBSEQUENT EVENTS (Details) - USD ($)		1 Months Ended	6 Months Ended
	Jul. 06, 2015	Jul. 31, 2015	Jun. 30, 2015	Jun. 30, 2014	Oct. 31, 2014
NOTE 18 - SUBSEQUENT EVENTS (Details) [Line Items]
Proceeds from Issuance of Debt			$ 389,834	$ 700,000
Subsequent Event [Member]
NOTE 18 - SUBSEQUENT EVENTS (Details) [Line Items]
Stockholders' Equity, Reverse Stock Split	on July 6, 2015, the Company’s Board of Directors approved and submitted for the approval of the Company’s stockholders an amendment to its Amended and Restated Certificate of Incorporation, to effect a reverse stock split of its common stock by a ratio of not less than 1-for-25 and not more than 1-for-50 (the “Reverse Split”). On July 7, 2015, stockholders of record of approximately 50.8% of the Company’s outstanding voting stock executed and delivered to the Company a written consent in lieu of a stockholders’ meeting approving the Reverse Split. The Reverse Split can be effected at any time prior to December 31, 2015, at a ratio to be set at a whole number within the above range, as determined by the Board of Directors in its sole discretion. Further, the Board of Directors may, in its sole discretion, determine to not effect the Reverse Split. The Company believes that the Reverse Split will enhance its ability to obtain an initial listing on The NASDAQ Capital Market. The NASDAQ Capital Market requires, among other items, an initial bid price of at least $4.00 per share and following initial listing, maintenance of a continued price of at least $1.00 per share.
Convertible Debt [Member]
NOTE 18 - SUBSEQUENT EVENTS (Details) [Line Items]
Debt Instrument, Face Amount					$ 750,000
Convertible Debt [Member] | Subsequent Event [Member]
NOTE 18 - SUBSEQUENT EVENTS (Details) [Line Items]
Proceeds from Issuance of Debt		$ 1,308,350
Debt Instrument, Description		The proceeds from this financing will be used by the Company for repaying the remaining balances on the two bridge loans (See Note 8) and for general working capital purposes.
Minimum [Member] | Subsequent Event [Member]
NOTE 18 - SUBSEQUENT EVENTS (Details) [Line Items]
Stockholders' Equity, Reverse Stock Split	1-for-25
Maximum [Member] | Subsequent Event [Member]
NOTE 18 - SUBSEQUENT EVENTS (Details) [Line Items]
Stockholders' Equity, Reverse Stock Split	1-for-50
Maximum [Member] | Convertible Debt [Member] | Subsequent Event [Member]
NOTE 18 - SUBSEQUENT EVENTS (Details) [Line Items]
Debt Instrument, Face Amount		$ 2,000,000

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NOTE 7 - PREPAID EXPENSES AND OTHER ASSETS

6 Months Ended

Jun. 30, 2015

Disclosure Text Block Supplement [Abstract]

Other Current Assets [Text Block]

NOTE 7 – PREPAID EXPENSES AND OTHER ASSETS

The Company's prepaid expenses and other assets consisted of the following at June 30, 2015 and December 31, 2014, respectively:

Category	June 30, 2015		December 31, 2014
Prepaid Insurance	$	43,595	$	44,101
Subscriptions		11,428		24,050
Vendor Prepayments		54,650		103,044
Deferred Charges		163,603		98,953
Total Prepaid Expenses and Other Assets	$	273,276	$	270,148

Prepaid insurance pertains to various business insurance policies, the fees of which have been financed by a third-party service provider and are being paid over an eleven-month period.  This prepayment is amortized ratably over the twelve-month insurance coverage period.

Subscriptions principally pertain to prepaid software support and web-hosting services provided by third-party service providers.  The balance can fluctuate period-over-period based upon the timing between payment and amortization activities.  The prepayments are amortized into expense over the life of the specific service period.

Vendor prepayments principally involve two vendors: one, consisting of down-payments made to the Company’s contract manufacturer for new orders of the VidTac product, which are then applied on a unitized basis as credits on the vendor’s invoices when the finished product goes into finished goods inventory; and two, a vendor prepayment for services to be rendered.  These prepayments will be expensed as the services are rendered in 2015.

Deferred charges pertain to off-the-shelf computer aided dispatch systems (“CAD”) purchased from two outside software services companies and delivered to six contracted customers as part of their respective, executed service agreement (or contract).  The contracts involved license fees for the CAD service over a four-year period commencing with the acceptance of the service, as well as one-time implementation fees specific to each agency.  The contracts were executed in early in 2013 and the customers made prepayments totaling $285,555, which is reported in Current Deferred Revenues.  At June 30, 2015, there remains some services yet to be performed and delivered to the customers; therefore, revenue recognition is not appropriate at this time.  The Company expects to complete and deliver those services in fiscal year 2015, at which time these deferred charges will be recognized as revenues.

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NOTE 8 - NOTES PAYABLE

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

NOTE 8 – NOTES PAYABLE

The Company’s total nonconvertible notes payable at June 30, 2015 was $1,446,945, representing a net increase of $307,899 for the six-months ended June 30, 2015.  The following table shows the components of notes payable, including three-year, 50% notes payable at June 30, 2015 and December 31, 2014, respectively:

	June 30,			December 31,
Loan Type	2015			2014
Bank	$	57,977		$	84,406
Insurance		36,725			40,300
Other term notes		1,352,243			1,014,340
Total notes payable		1,446,945			1,139,046
Less: Current portion		(1,181,241	)		(791,289	)
Long-term portion	$	265,704		$	347,757

During the six months ended June 30, 2015, the Company incurred the following increases in notes payable:

1)   In the first quarter of 2015, one of the Company’s financed automobiles was involved in an accident, and sustained sufficient damage whereby the insurance company determined the vehicle to be a total loss.  The insurance company subsequently issued a payment to the Company in the amount of $11,254 for its loss.  The payment was applied in full to the related bank loan.

2)   In the first quarter of 2015, the Company executed a $33,319, eleven-month note payable pertaining to the Company’s business insurance coverage for inland marine, general and product liability risk exposures.  The note calls for monthly payments of principal and has an interest rate of 7.5% per annum.

3)   On May 6, 2015, the Company executed a $300,000 short-term promissory note payable to a third-party financier.  The purpose of the note was to assist the Company with its working capital requirements.  The term of the note was six months, was funded on May 11, 2015, required daily payments for the first 20 business days of the term of $2,000, and daily payments of $3,650 for each of the remaining 100 business days during the term, with an effective interest rate of 35%.  The note had an origination fee of $999 and the following early payment options:  1-30 days - $360,000, 31-60 days - $366,000, 61-90 days - $375,000 and 91+ days - $405,000.  As of June 30, 2015, the Company had paid $39,375 of principal on this note.  The Company paid the outstanding principal balance of $245,000 on August 11, 2015.

4)   On June 29, 2015, the Company executed a $50,000 short-term promissory note payable to a third-party financier.  The purpose of the note was also to assist the Company with its working capital requirements.  The term of the note is four months, was funded on June 30, 2015, and requires daily payments of $795 for 88 business days, with an effective interest rate of 40%.  The note has an origination fee of $1,000 and the following early payment options:  1-30 days - $59,950 and 31+ days - $69,950.  As of June 30, 2015, the Company had paid $568 of principal on this note.  The Company paid the outstanding balance of $42,718 on August 11, 2015.

5)   Closing costs for the two loans described immediately above totaled $10,166.  These costs will be amortized ratably as interest expense over the life of the respective loans.

6)   The Company received a $50,000 advance from Joe Alosa, a member of the board, in June 2015, without accompanying paperwork.  The Company has recorded this advance as a 90-day note, assuming 8% interest per annum.

7)   In May 2014, eight individuals loaned the Company an aggregate of $405,000 in cash.  The resulting promissory notes included the following terms: each note is due thirty-six months from issuance date, contemplates a 50% return by the end of the note term, and requires a specific repayment amount be made by the Company every six months, commencing six months after the date the note was issued.  The aggregate repayment amount of the notes payable is $607,500.  The repayment amounts increase on an annual basis throughout the life of the notes.  The Company is required to repay 10%, 30% and 60% of the aggregate repayment amount in years one, two and three of the notes’ term, respectively.  The aggregate discount on the notes, totaling $202,500, was recorded on the Company’s Balance Sheet at issuance as a contra-notes payable, located in long-term liabilities.  The discount is amortized ratably over the life of the respective promissory notes and is recorded as interest expense in the Company’s Statement of Operations.  During the six-months ended June 30, 2015, the Company recorded an aggregate of $33,756 in discount on the notes.  The six-month repayment scheduled for the second quarter of 2015 totaled $30,375, of which the Company paid $15,000 in that period.  The balance of the amount due for the quarter was paid in July 2015.

8)   On July 11, 2014, the Company executed a $60,000 short-term promissory note payable to a third-party financier.  The note matured on April 11, 2015.  The purpose of the note was to assist in the Company’s procurement of its VidTac products.  The note accrued interest at 15% per annum, and required an initial monthly payment of interest only in August 2014 of $750, followed by eight monthly principal and interest payments in the amount of $7,028, commencing in September 2014.  At December 31, 2014, the loan’s outstanding balance was $30,745, which was paid in full in 2015.

9)   During the first six months of 2015, the Company made total principal payments of $149,001, on notes payable financing the Company’s business insurance policies and bank notes for automobile loans.

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NOTE 10 - PREFERRED STOCK

6 Months Ended

Jun. 30, 2015

Disclosure Text Block Supplement [Abstract]

Preferred Stock [Text Block]

NOTE 10 – PREFERRED STOCK

Preferred Stock Series A

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 common stock, but has voting rights 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.

Each share of Series A Preferred Stock shall automatically be converted into fully-paid non-assessable shares of common stock at the then effective conversion rate for such share.  The events that may trigger this automatic conversion event are as follows:  1) immediately prior to the closing of a firm commitment underwriting involving an initial public offering, or 2) upon the receipt of the Company of a written request for such conversion from the holders of at least a majority of the Series A Preferred stock then outstanding, or if later, the effective date for conversion specified in such requests.  

Preferred Stock Series B

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.

For the six-months ended June 30, 2015, gross dividends on the Series B Preferred Stock were $52,068, consisting of $34,125 for accretion of the beneficial conversion feature on the preferred shares dividends issued in kind and $17,943 for net dividends.  For the comparable period in 2014, dividends on the Series B Preferred Stock were $52,068, consisting of $27,020 for accretion of the beneficial conversion feature on the preferred shares dividends issued in kind and $25,048 for net dividends.

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NOTE 16 - COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Payments for Contractual Obligations [Table Text Block]

The following table summarizes the Company’s obligations to make future payments pursuant to certain contracts or arrangements as of June 30, 2015, as well as an estimate of the timing in which these obligations are expected to be satisfied:

	Payments Due by Period
Contractual Obligations	Total		2015			2016-2017		2018-2019	After 2019
Long-Term Debt Obligations	$	2,024,449	$	1,090,249	$	811,001	$	123,199	$	-
Capital Lease Obligations	$	31,368	$	3,902	$	17,479	$	9,987	$	-
Operating Lease Obligations	$	530,224	$	48,031	$	227,384	$	178,297	$	76,512
Purchase Obligations	$	311,850	$	311,850	$	-	$	-	$	-
Other Long-Term Liabilities	$	475,000	$	-	$	475,000	$	-	$	-
Total Contractual Obligations	$	3,372,891	$	1,454,032	$	1,530,864	$	311,483	$	76,512

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NOTE 14 - OUTSTANDING WARRANTS (Details) - Schedule of Changes in Warrants - $ / shares	1 Months Ended	6 Months Ended
	Mar. 31, 2015	Jun. 30, 2015
Schedule of Changes in Warrants [Abstract]
Outstanding, January 1, 2015		22,371,795
Outstanding, January 1, 2015		$ 0.16
Outstanding, June 30, 2015		22,047,175
Outstanding, June 30, 2015		$ 0.15
Exercisable, June 30, 2015		14,972,175
Exercisable, June 30, 2015		$ 0.18
Granted		453,380
Granted		$ 0.15
Expired/Cancelled		(240,000)
Expired/Cancelled		$ (0.20)
Exercised	(40,000)	(538,000)
Exercised		$ (0.20)

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NOTE 15 - EMPLOYEE OPTIONS

6 Months Ended

Jun. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

NOTE 15 – EMPLOYEE OPTIONS

As of June 30, 2015, 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 20,000,000 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 primarily over periods ranging from three to five years.  As of June 30, 2015, options to purchase 10,244,999 shares of the Company’s common stock were outstanding under the plan, of which options to purchase 8,212,496 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 three-month and six-month periods ended June 30, 2015, the Company recorded share-based compensation expense of $49,822 and $95,832, respectively.  For the comparable periods in 2014, the Company recorded share-based compensation expense of $78,642 and $112,201, respectively. 

For the three-months ended March 31, 2015, the Company granted options to purchase 60,000 shares of its common stock with an exercise price of $0.10 per share to each of the Company’s three outside directors, who receive 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 $55,179.  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 the one-year anniversary of the grant date, and the remainder vesting ratably over the next eight quarters. 

Also, for the three-months ended March 31, 2015, the Company granted options to purchase 200,000 shares of its common stock with an exercise price of $0.10 per share to a new employee within the sales and marketing organization.  The total value of the stock options, utilizing the Black Scholes valuation method, was $50,281.  The term of the stock options is ten years, with a three year vesting period, 33% vesting on the one-year anniversary of the grant date, and the remainder vesting ratably over the next eight quarters. 

For the three-months ended June 30, 2015, the Company granted an option to purchase 50,000 shares of its common stock with an exercise price of $0.22 per share to a new member of the Company’s Board of Directors.  The total value of the stock options, utilizing the Black Scholes valuation method, was $6,646, which will be recorded ratably during the related vesting period as a general and administrative expense in the Company’s Statement of Operations   The term of the stock option grant is ten years, with a three year vesting period, 33% vesting on the one-year anniversary of the grant date, and the remainder vesting ratably over the next eight quarters. 

The summary activity for the six-months ended June 30, 2015 under the Company’s 2009 Long-Term Incentive Plan is as follows: 

	June 30, 2015
	Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life
Outstanding at beginning of period		9,814,999	$	0.09	$	981,500
Granted		430,000	$	0.37	$	–
Exercised		–	$	0.00	$	–
Forfeited/ Cancelled		–	$	0.00	$	–
Outstanding at period end		10,244,999	$	0.12	$	981,500		6.58
Options vested and exercisable at period end		8,212,496	$	0.09	$	793,108		6.27
Weighted average grant-date fair value of options granted during the period			$	0.26

The following table summarizes significant ranges of outstanding and exercisable options as of June 30, 2015:

		Options Outstanding						Options Exercisable
Range of Exercise Prices		Options Outstanding		Weighted Average Remaining Contractual  Life (in years)		Weighted Average Exercise Price		Number Outstanding		Weighted Average Exercise Price
$	0.00 – $ 0.08		2,500,000		5.34	$	0.08		2,437,500	$	0.08
$	0.09 – $ 0.42		7,744,999		6.30	$	0.12		5,774,996	$	0.10
			10,244,999						8,212,496

A summary of the status of the Company’s non-vested option shares as of June 30, 2015 is as follows:

Non-vested Shares	Shares			Weighted Average Grant-Date Fair Value
Non-vested at January 1, 2015		2,291,676		$	0.020
Granted		430,000		$	0.26
Forfeited		-		$	0.00
Vested		(689,174	)	$	(0.13	)
Non-vested		2,032,503		$	0.23

As of June 30, 2015, there was approximately $468,196 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 1.74 years.

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NOTE 5 - ACCOUNTS RECEIVABLE (Tables)

6 Months Ended

Jun. 30, 2015

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

The Company's accounts receivable, net, at June 30, 2015 and December 31, 2014, respectively, consisted of the following:

Category	June 30, 2015			December 31, 2014
Trade receivables	$	1,045,271		$	1,101,279
Other receivables		21,937			53,227
Elimination of unpaid deferred revenue		(627,470	)		(716,495	)
Allowance for doubtful accounts		(214,389	)		(214,389	)
Accounts Receivable, net	$	225,349		$	223,622

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NOTE 13 - BASIC AND FULLY DILUTED LOSS PER SHARE (Details) - Schedule of Anti-Dilutive Common Stock Equivalents - shares	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock Equivalents Outstanding	59,508,588	55,189,094
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock Equivalents Outstanding	6,097,099	6,053,831
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock Equivalents Outstanding	22,047,175	18,244,842
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock Equivalents Outstanding	10,244,999	9,970,554
Preferred Stock Outstanding [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock Equivalents Outstanding	15,100,000	15,100,000
Stock to be issued [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock Equivalents Outstanding	30,000	15,000
Preferred Stock Dividends [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock Equivalents Outstanding	5,989,315	5,804,867

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NOTE 8 - NOTES PAYABLE (Details) - Schedule of Debt - USD ($)	Jun. 30, 2015	Dec. 31, 2014
NOTE 8 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Notes Payable	$ 1,446,945	$ 1,139,046
Less: Current portion	(1,181,241)	(791,289)
Long-term portion	265,704	347,757
Notes Payable to Banks [Member]
NOTE 8 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Notes Payable	57,977	84,406
Notes Payable, Other Payables [Member]
NOTE 8 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Notes Payable	1,446,945
Loans Payable [Member]
NOTE 8 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Notes Payable	1,352,243	1,014,340
Insurance Coverage [Member] | Notes Payable, Other Payables [Member]
NOTE 8 - NOTES PAYABLE (Details) - Schedule of Debt [Line Items]
Notes Payable	$ 36,725	$ 40,300

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Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,031,438)	$ (1,352,293)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	26,907	240,446
Employee and non-employee stock compensation	95,832	112,201
Amortization of restricted stock grants	0	4,237
Capital contributed/co-founders' forfeiture of contractual compensation	39,500	39,500
Discount on three-year, 50% notes payable	33,756	0
Interest expense on beneficial conversion feature of convertible promissory notes	96,558	0
Valuation of warrants for services rendered	4,387	0
Valuation of warrants	19,164	0
Loss on asset disposals	1,780	1,591
Change in operating assets and liabilities:
Accounts receivable	1,024	(102,065)
Inventories	(59,616)	174,172
Prepaid expenses and other current assets	30,191	23,364
Deferred loan costs	50,000	0
Deferred revenues	(466,662)	(218,089)
Accounts payable and accrued expenses	843,326	(422,375)
Net cash used in operating activities	(1,315,291)	(1,499,311)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from asset disposals	4,000	2,500
Purchases of property and equipment	(8,404)	(16,640)
Net cash used in investing activities	(4,404)	(14,140)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable	389,834	700,000
Proceeds from issuance of common stock for cash	617	197,500
Proceeds from common stock to be issued, net	3,960	0
Proceeds from the issuance of stock for warrant exercised	107,600	0
Proceeds received on convertible notes	514,315	0
Proceeds from three-year, 50% notes payable	0	405,000
Payments on notes payable	(122,756)	(93,364)
Payments on three-year, 50% notes payable	(15,000)	0
Payments on capitalized lease obligations	(3,730)	0
Net cash provided by financing activities	874,840	1,209,136
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(444,855)	(304,315)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	587,459	414,051
CASH AND CASH EQUIVALENTS, END OF YEAR	142,604	109,736
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	37,989	30,692
Cash paid for income tax	8,298	7,602
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Insurance proceeds applied to outstanding bank loan	11,254	0
Series B Preferred stock dividends	17,943	27,020
Accretion of beneficial conversion feature on preferred shares dividends issued in kind	34,125	25,048
Partial financing associated with the purchase of two fleet vehicles	0	49,503
Non-cash issuance of 60,000 shares of common stock to third party for services performed and to be performed	0	60,000
Conversion of convertible notes into 325,000 and 200,000 shares of common stock, respectively	65,000
Financing of prepaid insurance policy	43,045	27,963
Convertible Notes and Accrued Interest [Member]
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of convertible notes into 325,000 and 200,000 shares of common stock, respectively	65,000	20,000
Stock Issued for Prior Warrant Exercises [Member]
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for prior year exercises	32,000	0
Stock Issued for Prior Subscriptions [Member]
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for prior year exercises	$ 20,000	$ 0

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NOTE 4 - RECENT ACCOUNTING STANDARDS AND PRONOUNCEMENTS

6 Months Ended

Jun. 30, 2015

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

NOTE 4 – RECENT ACCOUNTING STANDARDS AND PRONOUNCEMENTS

A variety of proposed or otherwise potential account standards are currently under study by standard setting organizations and various regulatory agencies.  Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to its consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, which amends ASC Topic 225 – Income Statement.  The amendment eliminates the concept of extraordinary items and the financial statement and disclosure requirements relating to them.  ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, which is effective for the Company’s first quarter of fiscal year 2016.  Early adoption in interim and annual periods is permitted.  The impact of the adoption of this ASU on the Company’s results of operations, financial position, cash flows and disclosures will depend on the Company’s future activity.

In February 2015, the FASB issued ASU 2015-02, Amendments to Consolidation Analysis, which amends ASC Topic 810 – Consolidations.  The amendment changes the analysis a reporting entity must perform to determine whether it should consolidate certain types of legal entities.  Specifically, the amendments 1) modify the evaluation of whether certain entities are variable interest entities (VIE’s); 2) eliminate the presumption that a general partner should consolidate a limited partnership; 3) affect the consolidation analysis of reporting entities that are involved with VIE’s; and 4) provide a scope exception from consolidation guidance for reporting entities with interest in certain legal entities.  ASU 2015-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, which is effective for the Company’s first quarter of fiscal year 2016.  Early adoption in interim and annual periods is permitted.  The Company does not believe the adoption of ASU 2015-02 will have a material effect on the Company’s financial statements.  The Company will continue to assess any potential impact on its financial statements from the adoption of ASU 2015-02.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which amends ASC Topic 835 – Interest.  The amendment changes the manner in which debt issuance costs are recorded on the balance sheet.  Specifically, ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying value of that debt liability, consistent with debt discounts.  ASU 2015-013 is effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, which is effective for the Company’s first quarter of fiscal year 2016.  Early adoption in interim and annual periods is permitted.  The Company will continue to assess any potential impact on its financial statements from the adoption of ASU 2015-03.

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NOTE 16 - COMMITMENTS AND CONTINGENCIES (Details) - Schedule of Future Minimum Payments for Contractual Obligations	Jun. 30, 2015 USD ($)
Schedule of Future Minimum Payments for Contractual Obligations [Abstract]
Long-Term Debt Obligations	$ 2,024,449
Long-Term Debt Obligations	1,090,249
Long-Term Debt Obligations	811,001
Long-Term Debt Obligations	123,199
Long-Term Debt Obligations	0
Capital Lease Obligations	31,368
Capital Lease Obligations	3,902
Capital Lease Obligations	17,479
Capital Lease Obligations	9,987
Capital Lease Obligations	0
Operating Lease Obligations	530,224
Operating Lease Obligations	48,031
Operating Lease Obligations	227,384
Operating Lease Obligations	178,297
Operating Lease Obligations	76,512
Purchase Obligations	311,850
Purchase Obligations	311,850
Purchase Obligations	0
Purchase Obligations	0
Purchase Obligations	0
Other Long-Term Liabilities	475,000
Other Long-Term Liabilities	0
Other Long-Term Liabilities	475,000
Other Long-Term Liabilities	0
Other Long-Term Liabilities	0
Total Contractual Obligations	3,372,891
Total Contractual Obligations	1,454,032
Total Contractual Obligations	1,530,864
Total Contractual Obligations	311,483
Total Contractual Obligations	$ 76,512

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NOTE 7 - PREPAID EXPENSES AND OTHER ASSETS (Tables)

6 Months Ended

Jun. 30, 2015

Disclosure Text Block Supplement [Abstract]

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

The Company's prepaid expenses and other assets consisted of the following at June 30, 2015 and December 31, 2014, respectively:

Category	June 30, 2015		December 31, 2014
Prepaid Insurance	$	43,595	$	44,101
Subscriptions		11,428		24,050
Vendor Prepayments		54,650		103,044
Deferred Charges		163,603		98,953
Total Prepaid Expenses and Other Assets	$	273,276	$	270,148

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Label	Element	Value
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue	$ 981,500

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NOTE 7 - PREPAID EXPENSES AND OTHER ASSETS (Details)	12 Months Ended
	Dec. 31, 2013 USD ($)
Disclosure Text Block Supplement [Abstract]
Proceeds from Deposits from Customers	$ 285,555

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NOTE 14 - OUTSTANDING WARRANTS

6 Months Ended

Jun. 30, 2015

Disclosure Text Block Supplement [Abstract]

Shareholders' Equity and Share-based Payments [Text Block]

NOTE 14 – OUTSTANDING WARRANTS

A summary of the status of the Company’s outstanding warrants, and the changes during the six months ended June 30, 2015, is as follows:

2015
				Weighted
				Average
Description	Shares			Exercise Price
Outstanding, January 1, 2015		22,371,795		$	0.16
Granted		453,380			0.15
Expired/Cancelled		(240,000	)		(0.20	)
Exercised		(538,000	)		(0.20	)
Outstanding, June 30, 2015		22,047,175		$	0.15
Exercisable, June 30, 2015		14,972,175		$	0.18

For the six-months ended June 30, 2015, total shares issuable upon exercise of outstanding warrants decreased by a net of 324,620 shares for the reasons discussed below:

1)   The Company issued warrants to purchase 30,000 shares of the Company’s common stock, with an exercise price of $0.10 per share, in connection with the issuance of 150,000 shares of its common stock for the purchase price of $15,000 in cash.  The term of the warrants is four years from date of issuance.  Under the provisions of ASC 718, no value was assigned to the warrants granted during the three-month period, thus no additional expense was recorded under the Black-Scholes option pricing model because the warrants were issued as a unit with common stock shares (See Note 11).

2) The Company issued warrants to purchase 3,380 shares of the Company’s common stock, with an exercise price of $0.19 per share, in connection with the issuance of 16,900 shares of its common stock for the purchase price of $1,690 in cash.  The term of the warrants is four years from date of issuance.  Under the provisions of ASC 718, no value was assigned to the warrants granted during the three-month period, thus no additional expense was recorded under the Black-Scholes option pricing model because the warrants were issued as a unit with common stock shares (See Note 11).

3) The Company issued warrants to purchase 65,000 shares of the Company’s common stock, with an exercise price of $0.40 per share, in connection with the conversion of a $65,000 convertible note.  The term of the warrants is four years from date of issuance (See Note 11).

4) On March 23, 2015, the Company executed a letter agreement calling for a twelve-month consulting agreement with a third party service provider for comprehensive public relations services, with the service period beginning April 1, 2015.  Either party may cancel the agreement upon the submission of a written notice at any time during the twelve-month period.  Following the initial twelve-month period, the parties may renegotiate a new agreement.  One element of compensation to the consultant is the grant of a five-year warrant to purchase 300,000 shares of the Company’s common stock, at an exercise price of $0.22 cents per share.  The warrants shall vest on a 1/12th basis during a twelve-month period.  The warrants were granted on May 15, 2015, and 1/12th of the warrants vested on June 15, 2015.  The fair value of the warrant is $52,639, as determined by using the Black Scholes valuation method.  This non-cash expense will be recorded ratably as a general and administrative expense in the Company’s Statement of Operations during the twelve-month vesting period.

5)   On September 16, 2014, the Company executed a six-month consulting agreement with a third party service provider for consulting services to introduce the Company to potential customers for its suite of products and services.  As a part of the agreement, the Company issued the service provider warrants to purchase 45,000 shares of the Company’s common stock at a price of $0.10 per share.  The warrants vest in tranches of 15,000 per qualifying event, all of which are outlined in the agreement.  Whatever portion of the warrants that are not vested on December 31, 2015 expire on that date.  The fair value of the warrants is $17,453, as determined by using the Black Scholes valuation method.  This non-cash expense will be recorded as a sales and marketing expense in the Company’s Statement of Operations on an allocated basis at the time a specific qualifying event occurs.

6)   Warrants to purchase 240,000 shares of the Company’s common stock, with an exercise price of $0.20 per share, expired on March 31, 2015.  The warrants were held by seven warrant holders.

7)   The Company issued 538,000 shares of its common stock upon the exercise of outstanding warrants, for an aggregate purchase price of $107,600 (See Note 11).

The following is a summary of the Company’s outstanding and exercisable warrants at June 30, 2015:

		Outstanding					Exercisable
Exercise Prices		Weighted Average Number Outstanding at 6/30/15	Remaining Life (in yrs.)		Weighted Average Exercise Price		Number Exercisable at 6/30/15		Weighted Average Exercise Price
$	0.10	12,042,593		3.03	$	0.10		5,242,593	$	0.10
$	0.11 - 0.19	427,380		3.23	$	0.15		427,380	$	0.15
$	0.20 - 0.45	9,577,202		2.50	$	0.22		9,302,202	$	0.22
$	0.10 - 0.45	22,047,175		2.80	$	0.15		14,972,175	$	0.18