```

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

          [X]  Quarterly report pursuant to Sections 13 or 15(d) of the
                          Securities Exchange Act of 1934

                For the quarterly period ended September 30, 2006

          [_]  Transition report pursuant to Sections 13 or 15(d) of the
                          Securities Exchange Act of 1934

        For the transition period from _______________ to _______________

                         Commission File Number: 0-24431

                            INKSURE TECHNOLOGIES INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                    DELAWARE                           84-1417774
        (State or Other Jurisdiction of             (I.R.S. Employer
         Incorporation or Organization)            Identification No.)

                 1770 N.W. 64TH STREET FORT LAUDERDALE, FL 33309
          (Address of Principal Executive Offices, Including Zip Code)

                                 (954) 772-8507
                (Issuer's Telephone Number, Including Area Code)

              ----------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

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 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 ninety days.

                               Yes [X]     No [_]

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                               Yes [_]     No [X]

The number of shares outstanding of our Common Stock, $0.01 par value per share,
as of November 14, 2006, was 15,589,296 shares.

Transitional Small Business Disclosure Format (check one):

                               Yes [_]     No [X]
```

```

                            INKSURE TECHNOLOGIES INC.

                              INDEX TO FORM 10-QSB

                                                                            PAGE

PART I.   FINANCIAL INFORMATION                                               1

Item 1.   Financial Statements                                                1

          Condensed Consolidated Balance Sheet as of
          September 30, 2006 (unaudited)                                      1

          Condensed Consolidated Statements of Operations (unaudited)
          for the Nine and Three Months Ended September 30, 2006 and 2005     3

          Statements of Stockholders' Equity as of
          September 30, 2006 (unaudited after December 31, 2005)              4

          Condensed Consolidated Statements of Cash Flows (unaudited)
          for the Nine and Three Months Ended September 30, 2006 and 2005     5

          Notes to Consolidated Financial Statements                          6

Item 2.   Management's Discussion and Analysis or Plan of Operation           8

Item 3.   Controls and Procedures                                             14

PART II.  OTHER INFORMATION                                                   14

Item 1.   Legal Proceedings                                                   14

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds         15

Item 3.   Defaults Upon Senior Securities                                     15

Item 4.   Submission of Matters to a Vote of Security Holders                 15

Item 5.   Other Information                                                   15

Item 6.   Exhibits                                                            15

SIGNATURES                                                                    16
```

```

ITEM 1. FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

                            INKSURE TECHNOLOGIES INC.

                      CONDENSED CONSOLIDATED BALANCE SHEET

                           (U.S. DOLLARS IN THOUSANDS)

                                                   SEPTEMBER 30,
                                                       2006
                                                      ------
                                                     UNAUDITED
                                                      ------
   ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                           $  320
  Short-term deposit                                   2,763
  Trade receivables                                      176
  Other accounts receivable and prepaid expenses         137
  Inventories                                            681
                                                      ------

Total current assets                                   4,077
                                                      ------

PROPERTY AND EQUIPMENT, NET                              336
                                                      ------

DEFERRED CHARGES                                         564
                                                      ------

GOODWILL                                                 271
                                                      ------

Total assets                                          $5,248
                                                      ======

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

                                       1
```

```

                            INKSURE TECHNOLOGIES INC.

                      CONDENSED CONSOLIDATED BALANCE SHEET

                 (U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

                                                                                                 SEPTEMBER 30,
                                                                                                     2006
                                                                                                    -------
                                                                                                   UNAUDITED
                                                                                                    -------
     LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:
   Trade payables                                                                                       246
   Employees and payroll accruals                                                                       121
   Deferred income                                                                                      269
   Accrued expenses                                                                                     106
                                                                                                    -------

 Total current liabilities                                                                              742
                                                                                                    -------

 Convertible notes, net                                                                               5,734
 Warrants to purchase Convertible notes                                                                  20
                                                                                                    -------

Total amount related to Convertible notes                                                             5,754
                                                                                                    -------
 STOCKHOLDERS' EQUITY:
   Share capital:
     Preferred stock of $ 0.01 par value -
       Authorized: 10,000,000 stocks at September 30, 2006; Issued and outstanding:
        0 stocks at September 30, 2006
     Common Stock of $ 0.01 par value -
       Authorized: 35,000,000 stocks at September 30, 2006; Issued and outstanding: 15,589,296
       stocks at September 30, 2006                                                                     156
   Additional paid-in capital                                                                        13,074
   Accumulated other comprehensive income                                                               118
   Accumulated deficit                                                                              (14,596)
                                                                                                    -------

 Total stockholders' equity                                                                          (1,248)
                                                                                                    -------

 Total liabilities and stockholders' equity                                                           5,248
                                                                                                    =======

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

                                       2
```

```

                            INKSURE TECHNOLOGIES INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

          (U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                                      NINE MONTHS ENDED                THREE MONTHS ENDED
                                                        SEPTEMBER 30,                     SEPTEMBER 30,
                                                -----------------------------     -----------------------------
                                                    2006             2005            2006             2005
                                                ------------     ------------     ------------     ------------
                                                          UNAUDITED                        UNAUDITED
                                                -----------------------------     -----------------------------

Revenues                                        $      1,210     $      1,020     $        233     $        239
Cost of revenues                                         562              638              141              149
                                                ------------     ------------     ------------     ------------

Gross profit                                             648              382               92               90
                                                ------------     ------------     ------------     ------------

Operating expenses:
  Research and development                               853              607              300              237
  Selling and marketing                                1,420            1,088              487              388
  General and administrative                           1,017              488              378              204
                                                ------------     ------------     ------------     ------------

Total operating expenses                               3,290            2,183            1,165              829
                                                ------------     ------------     ------------     ------------

Operating loss                                        (2,642)          (1,801)          (1,073)            (739)
                                                ------------     ------------     ------------     ------------

Financial income (expenses)                              (83)              24              (44)               7
Non cash financial income related to
convertible notes, net                                   116                -              139                -
                                                ------------     ------------     ------------     ------------
Financial income, net                                     33               24               95                7

Net loss                                        $     (2,609)    $     (1,777)    $       (978)    $       (732)
                                                ============     ============     ============     ============

Basic and diluted net loss per share            $      (0.17)    $      (0.12)    $      (0.06)    $      (0.05)
                                                ============     ============     ============     ============

Weighted average number of Common Stock used
  in computing basic
  and diluted net loss per share                  15,408,302       15,039,571       15,589,296       15,094,337
                                                ============     ============     ============     ============

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

                                      3
```

```

                            INKSURE TECHNOLOGIES INC.

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                            U.S. DOLLARS IN THOUSANDS

                                                                                                  ACCUMULATED
                                                                          ADDITIONAL  DEFERRED       OTHER                     TOTAL
                                                                SHARE      PAID-IN   STOCK-BASED COMPREHENSIVE ACCUMULATED STOCKHOLDERS'
                                                               CAPITAL     CAPITAL   COMPENSATION    INCOME      DEFICIT      EQUITY
                                                               --------    --------    --------     --------    --------     --------

Balance as of January 1, 2004                                  $    119    $  9,683           -     $    118    $ (7,713)    $  2,207

  Issuance of Common stock and warrants, net                         31       2,348           -            -           -        2,379
  Net loss                                                            -           -           -            -      (2,061)      (2,061)
                                                               --------    --------    --------     --------    --------     --------

Balance as of December 31, 2004                                     150      12,031           -          118      (9,774)       2,525

Grant of warrant                                                                 58         (58)                                    -
Amortization of deferred stock-based compensation                                            46                                    46
Conversion of 368,429 warrants into 223,278 ordinary shares           2          71                        -           -           73
  Net loss                                                            -           -                        -      (2,213)      (2,213)
                                                               --------    --------    --------     --------    --------     --------

Balance as of December 31, 2005                                     152      12,160         (12)         118     (11,987)         431

Stock based compensation                                              -         728           -            -           -          728

Amortization of deferred stock-based compensation                     -           -          12            -           -           12
Conversion of 380,723 warrants and options into 354,442
   ordinary shares                                                    4         186           -            -                      190
Net loss                                                              -           -           -            -      (2,609)      (2,609)
                                                               --------    --------    --------     --------    --------     --------
Balance as of September 30, 2006                               $    156    $ 13,074           -     $    118    $(14,596)    $ (1,248)
                                                               ========    ========    ========     ========    ========     ========

         The accompanying notes are an integral part of the consolidated
                              financial statements

                                       4
```

```

                            INKSURE TECHNOLOGIES INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                            U.S. DOLLARS IN THOUSANDS

                                                       NINE MONTHS ENDED      THREE MONTHS ENDED
                                                          SEPTEMBER 30,          SEPTEMBER 30,
                                                      -------------------     -------------------
                                                       2006         2005       2006        2005
                                                      -------     -------     -------     -------
                                                           UNAUDITED               UNAUDITED
                                                      -------------------     -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                              $(2,609)    $(1,777)    $  (978)    $  (732)
Adjustments to reconcile net loss to net cash used
  in operating activities:
Depreciation and amortization                             808         100         293          35
Accrued severance pay, net                                (17)          2         (18)          2
Decrease in trade receivables                             183         133         140          98
Non cash financial income related to convertible
  notes, net                                             (223)          -        (174)          -
Decrease (increase) in other accounts receivable
  and prepaid expenses                                     91         (20)         65          (5)
Increase in inventories                                   (86)        (46)        (47)        (85)
Increase (decrease) in trade payables                    (248)        (17)       (117)         92
Increase (decrease) in employees and payroll
  accruals                                                 16         (13)         10          (5)
Increase (decrease) in other payables                     (44)        240         (29)        (37)
                                                      -------     -------     -------     -------
Net cash used in operating activities                  (2,129)     (1,398)       (855)       (637)
                                                      -------     -------     -------     -------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment                        (66)        (30)         (3)        (19)
Proceeds from short-term bank deposits                  1,594           -         316           -
                                                      -------     -------     -------     -------
Net cash provided by (used in) investing
  activities                                            1,528         (30)        313         (19)
                                                      -------     -------     -------     -------

CASH FLOWS FROM FINANCING ACTIVITIES:

Issuance of convertible notes, net                          -       5,838           -       5,838
Issuance of options                                       190           -           -           -
Issuance of common stock, net                               -           -           -           -
                                                      -------     -------     -------     -------

Net cash provided by financing
  activities                                              190       5,838           -       5,838
                                                      -------     -------     -------     -------
Increase (decrease) in cash and cash
  equivalents                                            (411)      4,410        (542)      5,182
Cash and cash equivalents at the beginning
  of the period                                           731       1,648         862         876
                                                      -------     -------     -------     -------
Cash and cash equivalents at the end
of the period                                         $   320     $ 6,058     $   320     $ 6,058
                                                      =======     =======     =======     =======

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

                                       5
```

```

                            INKSURE TECHNOLOGIES INC.

        NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

     The accompanying condensed unaudited interim consolidated financial
     statements have been prepared by INKSURE TECHNOLOGIES INC. (the "Company")
     in accordance with accounting principles generally accepted in the United
     States of America for interim financial information and the instructions to
     Form 10-QSB and Article 10 of Regulation S-X. These financial statements
     reflect all adjustments, consisting of normal recurring adjustments and
     accruals, which are, in the opinion of management, necessary for a fair
     presentation of the financial position of the Company as of September 30,
     2006 and the results of operations and cash flows for the interim periods
     indicated in conformity with generally accepted accounting principles
     applicable to interim periods. Accordingly, certain information and
     footnote disclosures normally included in annual financial statements
     prepared in accordance with generally accepted accounting principles have
     been condensed or omitted. These financial statements should be read in
     conjunction with the audited financial statements and notes thereto of the
     Company for the year ended December 31, 2005 that are included in the
     Company's Form 10-KSB filed with the Securities and Exchange Commission on
     March 30, 2006 (the "2005 10-KSB"). The results of operations presented are
     not necessarily indicative of the results to be expected for future
     quarters or for the year ending December 31, 2006.

NOTE 2: - STOCK-BASED COMPENSATION

     In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
     Payment." SFAS No. 123(R) which requires the Company to measure all
     employee stock-based compensation awards using a fair value method and
     record such expense in its consolidated financial statements. In March
     2005, the SEC issued Staff Accounting Bulletin (SAB) 107, which provides
     the Staff's views regarding interactions between SFAS No. 123(R) and
     certain SEC rules and regulations and provides interpretations of the
     valuation of share-based payments for public companies. The adoption of
     SFAS No. 123(R) requires additional accounting related to the income tax
     effects and additional disclosure regarding the cash flow effects resulting
     from share-based payment arrangements. The adoption of SFAS No. 123(R) in
     the fiscal quarter ended September 30, 2006, had a material impact on the
     Company's consolidated results of operations, financial position and
     statement of cash flows.

     Inksure adopted the provisions of SFAS No. 123(R), "Share-Based Payment".
     SFAS No. 123(R) establishes accounting for stock-based awards exchanged for
     employee services. Accordingly, stock-based compensation cost is measured
     at grant date, based on the fair value of the award, and is recognized as
     expense over the employee requisite service period. The Company previously
     applied Accounting Principles Board (APB) Opinion No. 25, "Accounting for
     Stock Issued to Employees," and related Interpretations and provided the
     required pro forma disclosures of SFAS No. 123, "Accounting for Stock-Based
     Compensation".

                                       6
```

```

                            INKSURE TECHNOLOGIES INC.

        NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 2: - STOCK-BASED COMPENSATION (CONT.)

     Prior to the adoption of SFAS No. 123(R), the Company provided the
     disclosures required under SFAS No. 123, "Accounting for Stock-Based
     Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based
     Compensation - Transition and Disclosures."

     The pro-forma information for the nine months and three months periods
     ended September 30, 2005 was as follows:

                                                 NINE MONTHS ENDED THREE MONTHS ENDED
                                                    SEPTEMBER 30,     SEPTEMBER 30,
                                                      -------          -------
                                                        2005             2005
                                                      -------          -------
                                                     UNAUDITED         UNAUDITED
                                                      -------          -------

Net loss, as reported                                 $(1,777)         $  (732)
Deduct: Total stock-based compensation
  expense determined under fair value
  method for all awards                                  (242)            (82)
                                                      -------          -------

Pro forma net loss                                    $(2,019)         $  (814)
                                                      =======          =======

Basic and diluted net loss per share, as
 reported                                             $ (0.12)         $ (0.05)
                                                      =======          =======

Basic and diluted net loss per share, pro forma       $ (0.13)         $ (0.04)
                                                      =======          =======

                                       7
```

```

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     In this section, "Management's Discussion and Analysis or Plan of
Operation," references to "we," "us," "our," and "ours" refer to InkSure
Technologies Inc. and its consolidated subsidiaries.

     This Quarterly Report on Form 10-QSB contains statements that may
constitute "forward-looking statements" within the meaning, and made pursuant to
the Safe Harbor provisions, of the Private Securities Litigation Reform Act of
1995. Such statements are based on management's current expectations and are
subject to a number of risks and uncertainties, including, but not limited to,
the difficulty inherent in operating an early-stage company in a new and rapidly
evolving market, market and economic conditions, the impact of competitive
products, product demand and market acceptance risks, changes in product mix,
costs and availability of raw materials, fluctuations in operating results,
delays in development of highly complex products, risk of customer contract or
sales order cancellations and other risks detailed from time to time in our
filings with the Securities and Exchange Commission. These risks and
uncertainties could cause our actual results to differ materially from those
described in the forward-looking statements. Any forward-looking statement
represents our expectations or forecasts only as of the date it was made and
should not be relied upon as representing its expectations or forecasts as of
any subsequent date. Except as required by law, we undertake no obligation to
correct or update any forward-looking statement, whether as a result of new
information, future events or otherwise, even if our expectations or forecasts
change.

     The following discussion and analysis should be read in conjunction with
the financial statements, related notes and other information included in this
Quarterly Report on Form 10-QSB.

     OVERVIEW

     We specialize in comprehensive security solutions, designed to protect
branded products and documents of value from counterfeiting, fraud, and
diversion. By creating "Smart Protection" systems from proprietary
machine-readable authentication technologies, we help companies and
organizations worldwide regain control over their most valuable assets, their
products, their reputation and their revenues. We employ a team of experts in
the fields of material science, electro-optics and software. We utilize
cross-disciplinary technological innovations to implement customized and cost
efficient security systems for data and asset integrity within the customer's
existing infrastructure and environment.

     Our SmartInkTM solutions enable authentication and tracking of documents
and products by adding special chemical markers to standard inks and coatings.
The combination of markers, inks and materials produce electro-optic
"signatures", unique codes that are seamlessly incorporated into the printed
media used by the customer. Proprietary computerized readers, available in
hand-held, stationary and modular kit configurations, quickly verify these codes
by manual or automatic operation. By focusing on customer driven solutions, we
are able to offer added value through enhanced reader functionality, including
high-speed automatic sorting, one-to-many code matching, first and second level
track and trace, code activation at the point of distribution and detrimental
authentication for debit applications. The inherent flexibility of our
technology also enables overlaying the machine-readable codes onto holograms and
other overt features, resulting in multi-layered security that is both effective
and economical.

                                       8
```

```

     FACTORS AFFECTING FUTURE RESULTS

     INDUSTRY AND ECONOMIC FACTORS: Our operations and earnings are affected by
local, regional and global events or conditions that affect supply and demand
for products and services. These events or conditions are generally not
predictable and include, among other things, general economic growth rates and
the occurrence of economic recessions; the development of new supply sources;
supply disruptions; technological advances, including advances in security
technology and advances in technology relating to security usage; changes in
demographics, including population growth rates and consumer preferences; and
the competitiveness of alternative security sources or product substitutes.
Currently, the economy in general is suffering. As a result, raising capital has
become extremely difficult, and there is pressure on the pricing of our products
and services.

     COMPETITIVE FACTORS: The brand and document protection industry is
competitive. There is competition with the traditional document protection
suppliers (mainly protection for bank notes) and also with other emergent "next
generation" technology providers. We compete with other firms in the sale and
purchase of various products and services in many national and international
markets and employ all methods of competition, which are lawful and appropriate
for such purposes. We believe that a key component of our competitive position
is our technology.

     POLITICAL FACTORS: Our operations and earnings have been, and may in the
future be, affected from time to time in varying degree by political instability
and by other political developments and laws and regulations, such as forced
divestiture of assets; restrictions on production; imports and exports; war or
other international conflicts; civil unrest and local security concerns that
threaten the safe operation of our facilities, particularly those that are
located in Israel; price controls; expropriation of property; and the
cancellation of contract rights. Both the likelihood of such occurrences and
their overall effect upon us vary greatly from country to country and are not
predictable.

     PROJECT FACTORS: In addition to the factors cited above, the advancement,
cost and results of particular projects depend on the outcome of negotiations
with potential partners, governments, suppliers, customers or other third
parties; changes in operating conditions or costs; and the occurrence of
unforeseen technical difficulties.

     REVENUES

     We are currently concentrating on entering and implementing large-scale
projects. These potential contracts are subject to a long sales cycle and the
timetable is lengthy for entering and implementing such projects. These projects
involve high volume sales through multiple-year sales contracts. We have
completed several successful field trials during the last year related to these
projects. Our revenues in the third quarter of 2006 consisted of revenues from
(i) our sales agreements for brand protection with two North American customers;
and (ii) ink sales related to projects in Turkey (iii) initial sales to new
customers. In the third quarter of 2006 approximately 95% of our revenues were
earned from customers located in the United States.

     COSTS AND OPERATING EXPENSES

     Costs and operating expenses consist of cost of revenues, research and
development expenses, selling and marketing expenses, general and administrative
expense and depreciation.

     Our cost of revenues consists primarily of materials including taggants and
electronic and optical parts, payments to sub-contractors and compensation costs
for our operations staff.

     Our research and development expenses consist primarily of costs associated
with development of new generic products and the development of new products
related to customer projects. These expenses may fluctuate as a percentage of
revenue depending on the projects undertaken during the reporting period. Since
our inception, we have expensed all research and development costs in each of
the periods in which they were incurred.

                                       9
```

```

     Our selling and marketing expenses consist primarily of costs associated
with our direct sales force that have been incurred to attract potential
business customers, professional advisors and commissions. We anticipate that as
we add new customers we will be able to spread these costs over a larger revenue
base and accordingly improve our operating margins.

     Our general and administrative expenses consist primarily of costs related
to compensation and employees benefits of our management (including the costs of
directors' and officers' insurance), legal and accounting fees, as well as the
expenses associated with being a publicly traded company.

     We have not recorded any income tax benefit for net losses and credits
incurred for any period from inception to September 30, 2006. The utilization of
these losses and credits depends on our ability to generate taxable income in
the future. Because of the uncertainty of our generating taxable income, we have
recorded a full valuation allowance with respect to these deferred assets.

CRITICAL ACCOUNTING POLICIES

     Our financial statements are prepared in accordance with US GAAP. The
significant accounting policies followed in the preparation of the financial
statements, applied on a consistent basis and which have been prepared in
accordance with the historical cost convention, are set forth in Note 2 to the
Consolidated Financial Statements as of December 31, 2005.

     Of these significant accounting policies, certain policies may be
considered critical because they are most important to the portrayal of our
financial condition and results, and they require management's most difficult,
subjective or complex judgments, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain. We believe the
following critical accounting policies affect our more significant judgments and
estimates used in the preparation of our consolidated financial statements.

     REVENUE RECOGNITION. Revenues from product sales are recognized in
accordance with Staff Accounting Bulletin No. 104, "Revenue Recognition in
Financial Statements", or SAB No. 104, when delivery has occurred, persuasive
evidence of an agreement exists, the vendor's fee is fixed or determinable, no
further obligation exists and collectability is probable. Delivery is considered
to have occurred upon shipment of products. When a right of return exists, we
defer revenues until the right of return expires. We do not grant a right of
return to our customers.

     Revenues from certain arrangements may include multiple elements within a
single contract. Our accounting policy complies with the provisions of Emerging
Issues Task Force Issue 00-21, "Revenue Arrangements with Multiple Deliverables"
("EITF 00-21"), relating to the separation of multiple deliverables into
individual accounting units with determinable fair value.

     In cases where we have partial delivery at the cut off dates and no fair
value exist for the undelivered elements revenues are being deferred and
recognized only at the point where the entire arrangement has been delivered.

     INVENTORIES. Inventories are stated at the lower of cost or net realizable
value. Cost is determined by calculating raw materials, work in process and
finished products using the "first in, first out" method.

     OTHER ACCRUED EXPENSES. We also maintain other accrued expenses. These
accruals are based on a variety of factors including past experience and various
actuarial assumptions and, in many cases, require estimates of events not yet
reported to us. If future experience differs from these estimates, operating
results in future periods would be impacted.

                                       10
```

```

THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 2005

     REVENUES. Revenues consist of gross sales of products less discounts. We
are currently concentrating on entering and implementing large-scale projects.
In the three months ended September 30, 2006, we had revenue of $233,000,
compared to $239,000 in the three months ended September 30, 2005.

     COST OF REVENUE. Our cost of revenue consists of materials, sub-contractors
and compensation costs. Cost of revenues was $141,000 in the three months ended
September 30, 2006, compared to $149,000 in the three months ended September 30,
2005. Cost of revenues as a percentage of sales was 60.1% in the three months
ended September 30, 2006, compared with 62.3% in the three months ended
September 30, 2005. The slight decrease in cost of revenues is mainly related to
higher sales with higher gross margin.

     Cost of revenue included non-cash expenses of $1,000 related to the
implementation of SFAS No. 123(R).

     RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
consist primarily of compensation costs attributable to employees engaged in
ongoing research and development activities, development-related raw materials
and sub-contractors, and other related costs. Research and development expenses
increased by $63,000, or 26.7%, to $300,000 in the three months ended September
30, 2006 from $237,000 in the three months ended September 30, 2005. This
increase in research and development expenses is primarily related to a non-cash
expenses of $23,000 as a result of the implementation of SFAS No. 123(R) and
higher research and development expenses related to our RFID project.

     SELLING AND MARKETING EXPENSES. Selling and marketing expenses consist
primarily of costs relating to compensation attributable to employees engaged in
sales and marketing activities, promotion, advertising, trade shows and
exhibitions, sales support, travel, commissions and related expenses. Selling
and marketing expenses increased by $99,000, or 25.5%, to $487,000 in the three
months ended September 30, 2006 from $388,000 in the three months ended
September 30, 2005. This increase in selling and marketing expenses was
primarily due to a non cash expenses of $47,000 as a result of the
implementation of SFAS No. 123(R) and higher sales and marketing expenses
related to the expansion of our marketing activates in the US.

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
consist primarily of compensation costs for administration, finance and general
management personnel, insurance, legal, accounting and administrative costs.
General and administrative expenses increased by $174,000, or 85.3%, to 378,000
in the three months ended September 30, 2006 from $204,000 in the three months
ended September 30, 2005. The increase was primarily related to a non-cash
expense of $199,000 as a result of the implementation of SFAS No.123(R).

     FINANCIAL INCOME, NET. Financial income, net was $95,000 in the three
months ended September 30, 2006 ($7,000 in the nine months ended September 30,
2005). Financial income, net was composed of: (i) Interest expense of $37.000
(ii) non cash financial income of $139,000 related to the convertible note and
(iii) financial expense of $7,000 due to changes in the exchange rate between
the United States Dollar, the Israeli New Shekel and the Great Britain Pound.

     NET LOSS. We had a net loss of $978,000 in the three months ended September
30, 2006, compared with a net loss of $732,000 in the three months ended
September 30, 2005. The 33.6% increase in net loss in the three months ended
September 30, 2006 in comparison with the three months ended September 30, 2005
is attributable mainly to the a non cash expenses of $279,000 as a result of the
implementation of SFAS No. 123(R), a non cash income of $139,000 related to the
convertible note and various influences described above.

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NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 2005

     REVENUE. Revenue consists of gross sales of products less discounts. We are
currently concentrating on entering and implementing large-scale projects. These
potential contracts are subject to a long sales cycle and fluctuated timetable
for entering and implementing such projects. Revenues increased by $190,000, or
18.6%, in the nine months ended September 30, 2006 compared to the nine months
ended September 30, 2005, primarily due to our new customers located in the
United States. In the nine months ended September 30, 2006, we had revenue of
$1,210,000, compared to $1,020,000 in the nine months ended September 30, 2005.

     COST OF REVENUE. Our cost of revenue consists of materials, sub-contractors
and compensation costs. Cost of revenue in the nine months ended September 30,
2006 was $562,000, compared to $638,000 in the nine months ended September 30,
2005. Cost of revenues as a percentage of sales was 46.5% in the nine months
ended September 30, 2006, compared with 62.5% in the nine months ended September
30, 2005. The decrease in cost of revenues is mainly related to higher sales
with higher gross margin.

     Cost of revenue included a non-cash expense of $6,000 related to the
implementation of SFAS No. 123(R).

     RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
consist primarily of compensation costs attributable to employees engaged in
ongoing research and development activities, development-related raw materials
and sub-contractors, and other related costs. Research and development expenses
increased by $246,000, or 40.6%, to $853,000 in the nine months ended September
30, 2006 from $607,000 in the nine months ended September 30, 2005. This
increase in research and development expenses is primarily related to a non cash
expenses of $64,000 as a result of the implementation of SFAS No. 123(R), one
time charge of $65,000 as a result of settlement agreement in regard to rent
lawsuit and higher research and development expenses related to our RFID
project.

     SELLING AND MARKETING EXPENSES. Selling and marketing expenses consist
primarily of costs relating to compensation attributable to employees engaged in
sales and marketing activities, promotion, advertising, trade shows and
exhibitions, sales support, travel, commissions and related expenses. Selling
and marketing expenses increased by $332,000, or 30.5%, to $1,420,000 in the
nine months ended September 30, 2006 from $1,088,000 in the nine months ended
September 30, 2005. This increase in selling and marketing expenses was
primarily due to a non cash expenses of $148,000 as a result of the
implementation of SFAS No. 123(R) and higher sales and marketing expenses
related to the expansion of our marketing activates in the US. We believe that
the significant investment in pre-sales and marketing activities will contribute
to our short-term and long-term sales levels.

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
consist primarily of compensation costs for administration, finance and general
management personnel, insurance, legal, accounting and administrative costs.
General and administrative expenses increased by $529,000, or 108.4%, to
$1,017,000 in the nine months ended September 30, 2006 from $488,000 in the nine
months ended September 30, 2005. The increase was primarily related to a
non-cash expense of $508,000 as a result of the implementation of SFAS No.123(R)
and higher legal expenses

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     FINANCIAL INCOME, NET. Financial income, net was $33,000 in the nine months
ended September 30, 2006 ($24,000 in the nine months ended September 30, 2005).
Financial income, net was composed of: (i) Interest expense of $58.000 (ii) non
cash financial income of $116,000 related to the convertible note and (iii)
financial expense of $23,000 due to changes in the exchange rate between the
United States Dollar, the Israeli New Shekel and the Great Britain Pound.

     NET LOSS. We had a net loss of $2,609,000 in the nine months ended
September 30, 2006, compared with a net loss of $1,777,000 in the nine months
ended September 30, 2005. The 46.8% increase in net loss in the nine months
ended September 30, 2006 in comparison with the nine months ended September 30,
2005 is attributable to the various influences described above.

B.   LIQUIDITY AND CAPITAL RESOURCES

     We have incurred substantial losses since our inception in May 2000. We had
an accumulated deficit of approximately $14,604,000 at September 30, 2006, and
had a working capital (current assets less current liabilities) of approximately
$3,335,000 at September 30, 2006.

     Capital expenditures were approximately $3,000 in the three months ended
September 30, 2006 and $19,000 in the three months ended September 30, 2005.
Capital expenditures were approximately $66,000 in the nine months ended
September 30, 2006 and $30,000 in the nine months ended September 30, 2005. We
do not have any material commitments for capital expenditures for the year
ending December 31, 2006.

     At September 30, 2006, we had cash, cash equivalents and short-term
deposits of approximately $3,083,000, compared to $6,300,000 at September 30,
2005. The differences from September 30, 2006 to September 30, 2005 are due to
our continuing investments in research and development and selling and marketing
expenses.

     We generated negative cash flow from operating activities of approximately
$855,000 in the three months ended September 30, 2006 compared to $637,000 in
the three months ended September 30, 2005. We generated negative cash flow from
operating activities of approximately $2,129,000 in the nine months ended
September 30, 2006 compared to $1,398,000 in the nine months ended September 30,
2005.

     We believe that cash generated from operations will provide sufficient cash
resources to finance our operations and the projected expansion of our marketing
and research and development activities for the next twelve months. However, if
our operations do not generate cash to the extent currently anticipated, or we
grow more rapidly than currently anticipated, it is possible that we would
require more funds than presently anticipated.

C.   RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

     We believe that our future success will depend upon our ability to enhance
our existing products and systems and introduce new commercially viable products
and systems addressing the demands of the evolving markets for brand and
document protection. As part of the product development process, we work closely
with current and potential customers, distribution channels and leaders in
certain industry segments to identify market needs and define appropriate
product specifications. Our employees also participate in industry forums in
order to stay informed about the latest industry developments.

     Our research and development expenses were approximately $300,000 in the
three months ended September 30, 2006, compared to $237,000 in the three months
ended September 30, 2005. Our research and development expenses were
approximately $853,000 in the nine months ended September 30, 2006, compared to
$607,000 in the nine months ended September 30, 2005. To date, all research and
development expenses have been charged to operating expense as incurred.

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     We currently hold one pending patent in the United States and we have been
issued two patents in Israel relating to our technology of marking documents for
the purpose of authentication.

     With respect to the RFID technology being developed by us, we have applied
for four patents: we have been issued patents for our first application in each
of the United States, France, Germany, Switzerland and the United Kingdom; we
have been issued a patent in the United States and a European Patent for our
second application; we have been issued a patent in the United States for our
third application and we hold one pending patent before the European Patent
Office; and we have only recently made an application before the United States
Patent and Trademark Office with respect to our fourth patent application.

D.   CONTRACTUAL OBLIGATIONS AND COMMITMENTS

     Our contractual obligations and commitments at September 30, 2006
principally include obligations associated with operating lease obligations and
the lease of several automobiles. Our total future obligation is approximately
$51,000 until 2007. We expect to finance these contractual commitments from cash
on hand and cash generated from operations.

ITEM 3. CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and Procedures. Our principal
executive officer and principal financial officer, after evaluating the
effectiveness of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this
Quarterly Report on Form 10-QSB, have concluded that, based on such evaluation,
our disclosure controls and procedures were adequate and effective to ensure
that material information relating to us, including our consolidated
subsidiaries, was made known to them by others within those entities,
particularly during the period in which this Quarterly Report on Form 10-QSB was
being prepared.

     (b) Changes in Internal Controls. There were no changes in our internal
control over financial reporting, identified in connection with the evaluation
of such internal control that occurred during our last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     On December 12, 1999, Secu-Systems filed a lawsuit with the District Court
in Tel Aviv-Jaffa against Supercom Ltd. (InkSure Delaware's former parent
company) and InkSure Ltd. seeking a permanent injunction and damages. The
plaintiff asserted in its suit that the printing method applied to certain
products that have been developed by InkSure Ltd. constitutes, INTER ALIA: (a)
breach of a confidentiality agreement between the plaintiff and Supercom; (b)
unjust enrichment of Supercom and InkSure Ltd.; (c) a breach of fiduciary duties
owed to the plaintiff by Supercom and InkSure Ltd.; and (d) a tort of
misappropriation of trade secret and damage to plaintiff's property. As part of
its complaint, Secu-Systems sought, among other things, an injunction and a 50%
share of profits from the printing method at issue.

     On March 15, 2006, the court rendered a decision (i) denying the claim for
breach of contract; (ii) finding that there was a misappropriation of a trade
secret, but not assessing any damages with respect thereto; (iii) requiring the
defendants to cease all activity involving the use of any confidential
information; and (iv) awarding the plaintiff reimbursement of the costs of the
litigation in the amount of NIS 130,000, plus interest and VAT, which the
defendants agreed to split equally.

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     Both the plaintiff and the defendants have filed an appeal to the court's
decision, and the parties are awaiting the court's decision.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 6. EXHIBITS

     The following exhibits are being filed with this Report:

EXHIBIT
NUMBER    DESCRIPTION

31.1*     Certification of Principal Financial Officer Pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Sections 1350.

31.2*     Certification of Principal Executive Officer Pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

32.1*     Certification of Principal Executive Officer and Principal Financial
          Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18
          U.S.C. Section 1350.

* Filed herewith.

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                                                SIGNATURES

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

                                                  INKSURE TECHNOLOGIES INC.

Dated: As of November 14, 2006                    By: /s/ Mickey Brandt
                                                  ---------------------
                                                  Mickey Brandt
                                                  Chief Financial Officer,
                                                  Secretary and Treasurer
                                                  (Principal Financial and
                                                  Accounting Officer)

Dated: As of November 14, 2006                    By: /s/ Elie Housman
                                                  --------------------
                                                  Elie Housman
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)

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