Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2009, Derick Shupe resigned for personal reasons from his position as Chief Financial Officer and Treasurer of ICOP Digital, Inc.

Effective February 5, 2009, January Miller, age 31 has been appointed interim Chief Financial Officer pending appointment of Mr. Shupe's successor. Ms. Miller has a BA in accounting and a BBA and MBA from Park University. She has served as staff accountant at ICOP and assistant to Mr. Shupe during the past 15 months.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1 Press release dated February 6, 2009

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