SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CANNELL CAPITAL LLC (Last) (First) (Middle) P.O. BOX 3459 240 E. DELONEY AVE. (Street) JACKSON WY 83001 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/25/2007	3. Issuer Name and Ticker or Trading Symbol STINGER SYSTEMS, INC [ STIY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,739,025	I	By partnerships and corporations

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant(1)	01/25/2007	01/25/2012	Common Stock	1,050,001	$2	I	By Partnerships and corporations

Explanation of Responses:

1. The warrants contain certain restrictions on their exercise, including an issuance limitation prohibiting the holders and their affiliates from exercising the warrants to the extent that such exercise would result in the beneficial ownership by such holders and affiliates of more than 4.99% of the shares of common stock outstanding immediately after giving effect to the issuance of shares upon exercise of the warrant(the "4.99% Blocker"). The 4.99% Blocker may be waived by a holder, at the election of such holder, upon not less than 61 days prior notice to the company increasing the issuance limitation to 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares upon exercise of the warrant (the "9.99% Blocker"). Upon such a change by a holder of the issuance limitation from a 4.99% Blocker to a 9.99% Blocker, the issuance limitation may not be further waived by such a holder.

	J. Carlo Cannell	02/05/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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