10QSB/A

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A

Amendment No. 1

(Mark One)

ý	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from         to         

Commission file number 001-15757

IMAGEWARE SYSTEMS, INC.

(Exact Name of Small Business Issuer as Specified in Its Charter)

California	33-0224167
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

10883 Thornmint Road
San Diego, CA 92127

(Address of Principal Executive Offices)

(858) 673-8600
(Issuer’s Telephone Number, Including Area Code)

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 12, 2005, the number of outstanding shares of the Registrant’s common stock, par value $.01, was 12,110,018.

Transitional Small Business Disclosure Format (check one) Yes o  No ý

EXPLANATORY NOTE

This Amendment No. 1 amends our Quarterly Report on Form 10-QSB for the period ended March 31, 2005.  We are filing this amendment to restate Part I, Item 3 regarding Controls and Procedures. This Amendment No. 1 updates only the information contained in Part I, Item 3.  No other changes to the financial statements or disclosures have been made.  This Amendment No. 1 does not otherwise alter the disclosures set forth in the original 10-QSB and does not reflect events occurring after the filing of the original 10-QSB.  This Amendment No. 1 is effective for all purposes as of the date of the filing of the original 10-QSB.

PART I

Item 3.  Controls and Procedures

Evaluation of disclosure controls and procedures.  We have evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our system of disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation our Chief Executive Officer and our Chief Financial Officer have determined that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in this report.

Changes in internal controls.  There has been no change in our internal control over financial reporting during the fiscal quarter ended March 31, 2005, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 6.  Exhibits

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

2

SIGNATURES

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

	IMAGEWARE SYSTEMS, INC.
Date: July 22, 2005	By:	/s/ Wayne Wetherell
		Wayne Wetherell, Chief Financial Officer (on behalf of the Registrant and as Registrant’s Principal Financial and Accounting Officer)

3

EX-31.1

Exhibit 31.1

CERTIFICATION

I, S. James Miller, certify that:

1.I have reviewed this quarterly report on Form 10-QSB/A of ImageWare Systems, 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 small business issuer as of, and for, the periods presented in this report;

4.The small business issuer’s other certifying officer 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)) for the small business issuer 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 small business issuer, 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)[Reserved]

(c)evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, 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 small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5.The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’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 small business issuer’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 small business issuer’s internal control over financial reporting.

Dated:	July 22, 2005	/s/ S. James Miller
		S. James Miller
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Wayne G. Wetherell, certify that:

1.I have reviewed this quarterly report on Form 10-QSB/A of ImageWare Systems, 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 small business issuer as of, and for, the periods presented in this report;

4.The small business issuer’s other certifying officer 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)) for the small business issuer 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 small business issuer, 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)[Reserved]

(c)evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, 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 small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5.The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’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 small business issuer’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 small business issuer’s internal control over financial reporting.

Dated:	July 22, 2005	/s/ Wayne G. Wetherell
		Wayne G. Wetherell
		Chief Financial Officer

CORRESP

July 22, 2005

Mr. Craig Wilson

United States Securities and Exchange Commission

Mail Stop 4-06

Washington, D.C.  20549

Dear Mr. Wilson:

Thank you for the Commission’s comments regarding compliance with applicable disclosure requirements with the mutual goal of enhancing the overall disclosure in our filings.

In connection with our response to the Commission’s comments, we hereby acknowledge that:

•The company is responsible for the adequacy and accuracy of the disclosures in filings with the Commission

•Staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and

•The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States

Following is our response to the Commission’s comments dated July 10, 2005.

Form 10-Q: For the Fiscal Quarter Ended March 31, 2005

Condensed Consolidated Balance Sheet as of March 31, 2005

1.  Tell us how you considered the requirement set forth in Article 10( c)1 of Regulation S-X which states that both an interim balance sheet as of the end of the most recent fiscal quarter and a balance sheet as of the end of the preceding fiscal year shall be provided for filings on a Form10-Q.

As the Company is a small business filer, we considered the requirements set forth in Item 310(b) of Regulation S-B, which require that interim financial statements include a balance sheet as of the end of the issuer’s most recent fiscal quarter and income statements and statements of cash flows for the interim period up to the date of such balance sheet and the comparable period of the preceding fiscal year.

2.  Your disclosure regarding your disclosure controls and procedures indicates that your CEO and CFO concluded that your disclosure controls and procedures were adequate and sufficient to ensure that information required to be disclosed by the Company in the reports it files under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the Commission’s rules and form.  It does not appear that your officers have reached the conclusion that your disclosure controls and procedures are effective.  Please revise to address your officers’ conclusions regarding the effectiveness of your disclosure controls and procedures.  See Item 307 of Regulation S-K and Release 33-8238.

We amended Part 1, Item 3 of our 10-QSB to clarify that our CEO and CFO concluded that our disclosure controls and procedures are effective.

I am enclosing five copies via mail of a redline document marked to show the changes amending Part 1, Item 3.

If you have any questions, please call me at (858) 673-8600 , x 138.

Very truly yours,

/s/ Wayne Wetherell

Wayne Wetherell,

Chief Financial Officer

2