================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
                 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008, OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 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 registrant as specified in charter)

                DELAWARE                                    84-1417774
    -------------------------------
    (State or other jurisdiction of                      (I.R.S. employer
     incorporation or organization)                     identification no.)

   1770 N.W. 64TH STREET, SUITE 350,
           FORT LAUDERDALE, FL                                33309
(Address of principal executive offices)                   (Zip code)

                                ----------------

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 772-8507

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, par
value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by a check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ]
Smaller Reporting Company [X]

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 aggregate market value of the Common Stock held by non-affiliates of the
Registrant computed by reference to the average bid and asked price of such
Common Stock on June 30, 2008 (the last business day of the Registrant's most
recently completed second fiscal quarter) was $4,941,891.

As of March 19, 2009, the Registrant had outstanding 16,472,968 shares of Common
Stock, par value $0.001 per share.

Documents incorporated by reference: None.

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<PAGE>

                                EXPLANATORY NOTE

     The purpose of this Amendment No. 1 (the "Amendment") to the Annual Report
on Form 10-K of InkSure Technologies Inc. for the year ended December 31, 2008
(the "Original Report") is to include the disclosure required in Part III, Items
10, 11, 12, 13 and 14. Except for Items 10, 11, 12, 13 and 14, no other
information included in the Original Report is amended or changed by this
Amendment. As a result of this Amendment, we are also filing as exhibits to this
Amendment the certifications pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002. Because no financial statements are contained in this Amendment, we are
not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.

     Except as otherwise expressly stated herein for the items amended in this
Amendment, this Amendment continues to speak as of the date of the Original
Report and we have not updated the disclosure contained herein to reflect events
that have occurred since the filing of the Original Report. Accordingly, this
Amendment should be read in conjunction with our Original Report and our other
filings made with the SEC subsequent to the filing of the Original Report.

                                       1

<PAGE>

                                TABLE OF CONTENTS

                                                                         PAGE

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.        3
ITEM 11.    EXECUTIVE COMPENSATION.                                        5
ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT AND RELATED STOCKHOLDER MATTERS.                    7
ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
            DIRECTOR INDEPENDENCE.                                         9
ITEM 14     PRINCPLE ACCOUNTING FEES AND SERVICES.                         9

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.                   10

SIGNATURE PAGE

                                       2

<PAGE>

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth certain information concerning our executive
officers and directors, their ages, their offices in the company, if any, their
principal occupations or employment for the past five years, their education and
the names of other public companies in which such persons hold directorships as
of December 31, 2008:

<TABLE>
<CAPTION>
NAME                            AGE      POSITION
----                            ---      --------
<S>                             <C>      <C>
EXECUTIVE OFFICERS
  Yaron Meerfeld                49       Acting Chief Executive Officer, Chief Operating Officer and Director
  Tzlil Peker                   43       Chief Financial Officer, Vice President, Secretary and Treasurer

NON-EMPLOYEE DIRECTORS
  Philip M Getter               71       Chairman and Director
  Gadi Peleg                    34       Director
  Elie Housman                  72       Director
  David W. Sass                 73       Director
  Pierre L. Schoenheimer        75       Director
  Randy F. Rock                 57       Director
</TABLE>

     YARON MEERFELD joined us in November 2001 as chief executive officer and as
a director. As of May 2005, he resigned as the chief executive officer and was
appointed as our chief operating officer and has served as acting Chief
Executive Officer since June 16, 2008. Prior to joining us, Mr. Meerfeld
developed expertise in authentication and multi-layered security systems for
documents, passports, ID cards and smart cards as managing director of Kromotek,
Inc. and as the Vice President for Sales and Marketing at SuperCom Ltd. Mr.
Meerfeld holds a B.Sc. in Economics and Business from Bar Ilan University and an
M.B.A. from Tel Aviv University in Israel.

     TZLIL PEKER C.P.A. joined us in April 2008 as vice president, chief
financial officer, secretary and treasurer. From January 2001 and on a
continuing basis, Mr. Peker has provided CFO/finance services to high tech
start-up companies operating in the telecommunications, cellular and IT global
markets. Since November 2004, Mr. Peker has been Director of Finance for Alin
Mossad Abrahams, a non-profit organization. Mr. Peker is a Certified Public
Accountant (Israel) and holds a B.A. in Accounting and Economics from Tel Aviv
University and an M.B.A. degree from Herriot-Watt University for Business
Management.

     PHILIP M. GETTER joined us in January 2004 as a director and serves as the
chairman of our Audit Committee. He has been the managing member of GEMPH
Development LLC, a private advisory firm since 1985. Mr. Getter has more than 35
years of corporate finance expenses; most recently as the head of investment
banking for Prime Charter, Ltd. He currently serves as a director and chairman
of the Audit Committees of ICTS International, N.V., an aviation security
company (NASDAQ: ICTSF.OB), and EVCI Career Colleges Incorporated, which
operates post secondary schools (EVCI.PK). Mr. Getter was, for many years,
President and CEO of Generics Corporation of America, which was a leading
generic pharmaceutical company in the United States, and Chairman and CEO of
Wolins Pharmacal, a leading distributor of health care products. Mr. Getter has
produced events for Broadway, film and television. Mr. Getter received his B.S.
in Industrial Relations from Cornell University.

     GADI PELEG joined us in August 2008 as a director. Since May of 2003, Mr.
Peleg has been the president of Cape Investment Advisors, Inc., a private
investment firm. Mr. Peleg also serves on the board of directors of Atelier 4,
Inc. a logistics firm specializing in the care and transport of fine art and
antiquities which he joined in November 2005. Mr. Peleg received his BS from
Columbia School of Engineering and Applied Science in 1997 and completed the
Owner/President Management Program at Harvard University in 2008.

     ELIE HOUSMAN joined us in February 2002 as chairman and as a director. From
May 2005 until June 16, 2008, he served as our chief executive officer. Mr.
Housman is a director of ICTS International, N.V. (ICTSF.OB) and Top Image
Systems Ltd. (NASDAQ: TISA), an innovator of data capture solutions. In
addition, Mr. Housman serves as a director for a number of privately held
companies in the United States. Mr. Housman holds a B.A. and M.A. in economics.

                                       3

<PAGE>

     DAVID W. SASS joined us in February 2003 as a director. Mr. Sass is a
director and officer of several private companies. For the past 48 years, Mr.
Sass has been a practicing attorney in New York City and is currently a senior
partner in the law firm of McLaughlin & Stern, LLP, a director of ICTS
International N.V. (ICTSF.OB) and an honorary trustee of Ithaca College. Mr.
Sass holds a B.A. from Ithaca College, a J.D. from Temple University School of
Law and an LL.M. in taxation from New York University School of Law.

     PIERRE L. SCHOENHEIMER joined us as a director in August 2006. Mr.
Schoenheimer is the managing director of Radix Organization, Inc., a private
investment banking firm, which he founded in 1970. He is a director of Atelier
4, which he joined in November 2005. From January 1998 until December 2005, Mr.
Schoenheimer was a principal of Radix Capital Management, LLC, a General Partner
in the Austin Capital & Radix Sterling Fund, Ltd., a fund of hedge funds, which
he also co-founded. Mr. Schoenheimer holds a B.A. from the New England College,
a M.S. in Business from Columbia University and participated in the
Owner/President Management Program at Harvard University.

     RANDY F. ROCK joined us as a director in February 2007. He serves as a
partner at G.C. Andersen Partners, LLC, an independent merchant bank that
advises and invests in emerging growth and middle market companies, and a
partner at Unified Growth Partners LP, a private equity firm. Mr. Rock has over
25 years of investment experience in capital-raising, complex restructuring and
advisory services for a broad range of companies, both in size and industry.
Before joining G.C. Andersen Partners in 2004, Mr. Rock was a managing director
at Ryan Beck & Co. for five years where he co-founded the Middle-Market
Investment Banking Group. Mr. Rock also served as a member of the firm's
Commitment, Fairness Opinion, and Private Placement Committees. Mr. Rock
received his B.A., CUM LAUDE, from Columbia College and his J.D. from Columbia
University School of Law.

     COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors and officers, and persons who own more than 10% of our common
stock, to file with the SEC initial reports of beneficial ownership and reports
of changes in beneficial ownership of the common stock and other equity
securities of the company. Officers, directors and greater than 10% beneficial
owners are required by SEC regulation to furnish us with copies of all Section
16(a) forms they file.

     To our knowledge, based solely on review of the copies of such reports
furnished to us and written representations that no other reports were required,
during the fiscal year ended December 31, 2008, all Section 16(a) filing
requirements applicable to our officers, directors and greater than 10%
beneficial owners were filed on a timely basis other than a Form 3 and Form 4 by
Gadi Peleg which were filed late.

CODE OF ETHICS

     We have adopted a code of conduct and ethics that applies to all of our
employees, including our Chief Executive Officer and Chief Financial and
Accounting Officers. The text of the code of conduct and ethics is available on
our website, www.inksure.com. Disclosure regarding any amendments to, or waivers
from, provisions of the code of conduct and ethics that apply to our directors,
principal executive and financial officers will be posted on our website within
four business days following the date of any such amendment or waiver.

CORPORATE GOVERNANCE

     AUDIT COMMITTEE. During the fiscal year ended December 31, 2008, there were
four meetings of the Audit Committee. The Audit Committee currently has three
members: Messrs. Philip M. Getter (Chairman), Randy F. Rock and Gadi Peleg. The
Audit Committee has the authority to retain and terminate the services of the
company's independent accountants, reviews annual financial statements,
considers matters relating to accounting policy and internal controls and
reviews the scope of annual audits and legal issues. All members of the Audit
Committee satisfy the current independence standard promulgated by the SEC, as
such standards apply specifically to members of audit committees. Our board of
directors has determined that Philip M. Getter is an "audit committee financial
expert" as the SEC has defined that term in Item 407 of Regulation S-B of the
Securities Act. The audit committee does not have a charter.

     We do not have a standing nominating committee. The board of directors has
not established a nominating committee primarily because the current composition
and size of the board of directors permits candid and open discussion regarding
potential new members of the board of directors. The entire board of directors
currently operates as the nominating committee for the company. Of the seven
directors currently serving on the board of directors, our board of directors
has determined that Philip M. Getter, David W. Sass, Pierre Lucien Schoenheimer,
Randy F. Rock and Gadi Peleg are independent directors within the meaning of
Rule 4200 of the NASDAQ listing standards. There is no formal process or policy
that governs the manner in which we identify potential candidates for the board
of directors. Historically, however, the board of directors has considered
several factors in evaluating candidates for nomination to the board of
directors, including the candidate's knowledge of the company and its business,
the candidate's business experience and credentials, and whether the candidate
would represent the interests of all our stockholders as opposed to a specific
group of stockholders. We do not have a formal policy with respect to our
consideration of board of directors nominees recommended by stockholders of the
company. However, the board of directors will consider candidates recommended by
stockholders on a case-by-case basis. A stockholder who desires to recommend a
candidate for nomination to the board of directors should do so in writing to
the company at 1770 N.W. 64th Street, Suite 350, Fort Lauderdale, FL 33309,
Attn: Chief Financial Officer.

                                       4

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION.

     The following table shows the compensation paid or accrued during the
fiscal years ended December 31, 2008 and 2007 to the persons serving as our
chief executive officers and chief financial officers during 2008. No other
executive officer earned in excess of $100,000 during 2008.

<TABLE>
<CAPTION>
                                                                                Option        All Other
                                                         Salary      Bonus      Awards       Compensation
           Name and Principal Position          Year      ($)         ($)      ($) (1)           ($)          Total ($)
<S>                                             <C>     <C>         <C>        <C>           <C>              <C>
Yaron Meerfeld                                  2007    157,000     65,000      50,289        17,000(2)        289,289
Acting Chief Executive Officer                  2008    185,000     30,000      47,405        17,000(2)        281,405

Elie Housman(3)                                 2007    120,000          -      71,364             -           191,364
Director, formerly Chief Executive Officer      2008     58,331          -      47,271                         114,480

Tzlil Peker(4)                                  2007          -          -           -             -                 -
Chief Financial Officer                         2008     61,750                  1,292                          63,042

Mickey Brandt(5)                                2007    148,000                 50,831        17,000(2)        215,831
Formerly Chief Financial Officer                2008     65,551          -           -         8,300(2)         73,851
</TABLE>

(1)  Option awards costs are measured according to SFAS No. 123 (revised 2004),
     "Share-Based Payment" (SFAS No. 123R).
(2)  For use of company car
(3)  Mr. Housman served as our Chief Executive Officer until June 16, 2008
(4)  Mr. Peker was appointed our Chief Financial Officer on April 23, 2008.
(5)  Mr. Brandt served as our Chief Financial Officer until April 23, 2008.

EMPLOYMENT AGREEMENTS

     On July 1, 2008, the company's board of directors appointed Yaron Meerfeld
to the position of acting chief executive officer of the company. Mr. Meerfeld
remains a director of the company. Mr. Meerfeld has an employment agreement with
the company. The agreement provides for an annual base salary of $142,000, plus
customary payments that are made to employees in Israel and the use of a company
automobile and coverage of automobile taxation. Mr. Meerfeld may terminate the
agreement on 180 days' prior written notice and the company may terminate the
agreement on 270 days' prior written notice, provided that the company may
terminate the agreement without prior notice upon the occurrence of certain
events constituting justifiable cause. The agreement also contains customary
provisions with respect to benefits, reimbursement of expenses and
confidentiality.

     On April 23, 2008, the company entered into an employment agreement with
Tzlil Peker, the chief financial officer, secretary and treasurer of the
company. The agreement for half-time position provides for an annual salary of
$63,000, plus customary payments that are made to employees in Israel. Mr. Peker
may terminate the agreement on 60 days' prior written notice and the company may
terminate the agreement on 60 days prior written notice, provided that the
company may terminate the agreement without prior notice upon the occurrence of
certain events constituting justifiable cause. The agreement also contains
customary provisions with respect to benefits, reimbursement of expenses and
confidentiality.

                                       5

<PAGE>

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

     The following table shows stock option awards outstanding on the last day
of the fiscal year ended December 31, 2008 for each of the executive officers
named in the Summary Compensation Table.

<TABLE>
<CAPTION>
                                                                OPTION AWARDS
                                                                     EQUITY INCENTIVE
                              NUMBER               NUMBER OF           PLAN AWARDS:
                                OF                SECURITIES            NUMBER OF
                            SECURITIES            UNDERLYING            SECURITIES
                            UNDERLYING            UNEXERCISED           UNDERLYING
                            UNEXERCISED             OPTIONS            UNEXERCISED
                              OPTIONS                 (#)                UNEARNED          OPTION EXERCISE        OPTION
                                (#)              UNEXERCISABLE           OPTIONS                PRICE           EXPIRATION
         NAME               EXERCISABLE               (1)                  (#)                   ($)               DATE
         (a)                    (b)                   (c)                  (d)                   (e)                (f)
<S>                         <C>                  <C>                 <C>                   <C>                  <C>
Yaron Meerfeld(2)             200,000                                                            0.80            2/24/2009
                              50,000                                                             1.25            12/9/2009
                              80,000                                                             2.56            1/12/2011
                              33,333              66,667 (3)                                     1.72            7/26/2012
                                                  100,000(4)                                     0.30             7/1/2013
Tzlil Peker(2)                                    25,000 (5)                                     0.34             5/1/2013
                                                  15,000 (6)                                     0.30             7/3/2013
Elie Housman                  478,467                                                           0.966             2/6/2009
                              200,000                                                            0.80            2/24/2009
                              50,000                                                             1.25            12/9/2009
                              250,000                                                            1.30            5/19/2010
                              65,000                                                             2.56            1/12/2011
                              33,333              66,666 (7)                                     1.72            7/26/2012
                              40,000                                                             0.30             1/7/2013
</TABLE>

(1)  The outstanding option agreements issued under the company's 2002 Employee,
     Director and Consultant Stock Option Plan provide for acceleration of the
     vesting of the options granted upon or in connection with a change in
     control.
(2)  The options were granted pursuant to our 2002 Employee, Director and
     Consultant Stock Plan.
(3)  Will vest in two equal installments on July 26, 2009 and 2010.
(4)  Will vest in two equal installments on July 1, 2009 and 2010.
(5)  Will vest in three equal installments on April 30, 2009, 2010 and 2011.
(6)  Will vest in two equal installments on July 2, 2009 and 2010.
(7)  Will vest in two equal installments on July 26, 2009 and 2010.

                                       6

<PAGE>

                             DIRECTOR COMPENSATION

     The following table sets forth information concerning the compensation of
our non-employee directors for the fiscal year ended December 31, 2008:

                               Fee Earned or Paid   Option    All Other
                                     in Cash        Awards   Compensation
               Name                    ($)            (#)        ($)
           Elie Housman               1,000         40,000        -

           David W. Sass              1,500         40,000        -

      Pierre L. Schoenheimer          1,750         40,000        -

           Randy F. Rock              2,250         60,000        -

            Gadi Peleg                  500         32,083        -

     Philip M Getter, our Chairman of the Board (non-executive), receives
$10,000 on a monthly basis plus reasonable out-of-pocket expenses for his
service as director. Additionally, on June 16, 2008, Mr Getter was granted an
option to purchase 305,000 shares of the company's common stock, which options
expire five years from the date of grant and are exercisable at a price per
share of $0.30.

     During 2008, we paid fees for the board members for participation at board
meetings ranging between $250 and $500 for each board meeting.

     Directors are entitled to receive options under our 2002 Employee, Director
and Consultant Stock Option Plan. On July 1, 2008, we granted options to
purchase shares of common stock to each of our non-employee directors for the
fiscal year ending December 31, 2008. Each director received a base quantity of
35,000 options and additional options based on such person's membership in
Committees of the board of directors; each committee member receives 5,000
additional options and a committee chairman receives 10,000 additional options.
During fiscal year 2008, Messrs. Getter (Chairman) and Rock were members of our
Audit Committee and Messrs. Rock (Chairman), Getter and Schoenheimer were
members of the Compensation Committee. The exercise price of such options was
$0.30, the closing market price of our common stock on the date of grant on July
1, 2008 as reported by the Over the Counter Bulletin Board. Such options became
exercisable immediately as of the date of grant

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

     The following table sets forth certain information as of March 19, 2009,
concerning the beneficial ownership of voting securities of (i) each current
member of the board of directors, (ii) each of our directors and officers named
in the Summary Compensation Table, (iii) all of our directors and executive
officers as a group, and (iv) each beneficial owner of more than 5% of the
outstanding shares of any class of our voting securities relying solely upon the
amounts and percentages disclosed in their public filings.

                                       7

<PAGE>

     As of March 19, 2009, we had 16,472,968 shares of common stock outstanding.

<TABLE>
<CAPTION>
                                                             AMOUNT OF SHARES       PERCENTAGE
                                                           BENEFICIALLY OWNED(1)      OWNED
<S>                                                        <C>                      <C>
DIRECTORS AND EXECUTIVE OFFICERS**

Yaron Meerfeld(2)                                                 907,751             5.37%
Tzlil Peker(3)                                                      8,334                *
Philip M. Getter(4)                                               511,530             3.03%
Gadi Peleg(5)                                                      32,083                *
Elie Housman(6)                                                 1,636,573             9.23%
David W. Sass(7)                                                  150,706                *
Pierre L. Schoenheimer(8)                                         319,500             1.93%
Randy F. Rock(9)                                                   93,000                *
Mickey E. Brandt                                                        0                *
Executive officers and directors as a group (8 persons)         3,659,477            19.27%

5% STOCKHOLDERS

ICTS International NV(10)                                       5,059,673            29.73%
James E. Lineberger(11)                                         1,147,049             6.76%
</TABLE>

----------
*    Represents beneficial ownership of less than 1% of the outstanding shares
of our common stock.
**   Except as otherwise indicated, the address of each beneficial owner is c/o
InkSure Technologies Inc., 1770 N.W. 64th Street, Suite 350, Fort Lauderdale, FL
33309

(1)  Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to securities.
Beneficial ownership also includes shares of stock subject to options and
warrants currently exercisable or convertible, or exercisable or convertible
within sixty (60) days of March 19, 2009. Except as indicated by footnote to our
knowledge, all persons named in the table above have sole voting and investment
power with respect to all shares of common stock shown as beneficially owned.
(2)  Includes 422,157 shares of common stock underlying options and warrants
which are currently exercisable or exercisable within 60 days of March 19, 2009.
(3)  Represents 8,334 shares of common stock underlying options and warrants
which are currently exercisable or exercisable within 60 days of March 19, 2009
(4)  Includes 474,765 shares of common stock underlying options and warrants
which are currently exercisable or exercisable within 60 days of March 19, 2009.
(5)  Represents 32,083 shares of common stock underlying options and warrants
which are currently exercisable or exercisable within 60 days of March 19, 2009
(6)  Includes 1,263,861 shares of common stock underlying options and warrants
which are currently exercisable or exercisable within 60 days of March 19, 2009.
(7)  Includes 143,353 shares of common stock underlying options and warrants
which are currently exercisable or exercisable within 60 days of March 19, 2009.
(8)  Consists of 242,500 shares of common stock held by Plimpton Ltd. of which
Mr. Schoenheimer is a majority shareholder and 77,000 shares of common stock
underlying options and warrants which are currently exercisable or exercisable
within 60 days of March 19, 2009.
(9)  Represents 93,000 shares of common stock underlying options and warrants
which are currently exercisable or exercisable within 60 days of March 19, 2009
(10) Includes 544,118 shares of common stock underlying warrants that are
currently exercisable. ICTS International N.V.'s address is Biesboch 225, 1181
JC Amstelbeln, Netherlands.
(11) Includes 500,000 shares of Common Stock underlying convertible notes which
are currently convertible or convertible within 60 days of March 19, 2009 held
by the Irrevocable Trust of James E. Lineberger u/a 12/17/98; 259,370 shares of
Common Stock beneficially owned by the Irrevocable Trust of James E. Lineberger
u/a 12/17/98; and 67,385 shares of Common Stock held by L&Co., LLC. Mr.
Lineberger is the Managing Member of Lineberger & Co., LLC. Lineberger & Co.,
LLC is the Manager of L & Co., LLC. Mr. Lineberger has no pecuniary interest in
such securities owned by L & Co., LLC. The address of Mr. Lineberger, L&Co.,
LLC, Lineberger & Co., LLC and the Irrevocable Trust of James E. Lineberger u/a
12/17/98 is c/o Lineberger & Co. 1120 Boston Post Road, Darien, Connecticut
06820.

                                       8

<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
         INDEPENDENCE.

TRANSACTIONS WITH RELATED PERSONS

     Our Audit Committee reviews and approves in advance all related-party
transactions. Except for the entering into of employment agreements described
above, there have been no transactions during fiscal year 2008 with our
directors and officers and beneficial owners of more than five percent of our
voting securities and their affiliates or with any "related person" as the SEC
has defined that term in Item 404 of Regulation S-K promulgated under the
Securities Act.

DIRECTOR INDEPENDENCE

     As our common stock is currently traded on the OTC Bulletin Board, we are
not subject to the rules of any national securities exchange which require that
a majority of a listed company's directors and specified committees of the board
of directors meet independence standards prescribed by such rules. However, of
our seven directors currently serving on the board of directors, we believe that
Philip M. Getter, David W. Sass, Pierre Lucien Schoenheimer, Randy F. Rock and
Gadi Peleg are independent directors within the meaning of Rule 4200 of the
NASDAQ listing standards and the current independence standards promulgated by
the Securities and Exchange Commission.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICE.

     The following table presents fees for professional audit services rendered
by Brightman Almagor & Co., CPA, a member firm of Deloitte Touche Tohmatsu
("BAC") for the audit of the company's annual financial statements for the years
ended December 31, 2008 and December 31, 2007 and fees billed for other services
rendered by BAC during the same period. The following table also reflects fees
for certain services related to tax compliance in Israel and reporting rendered
by BAC during the fiscal years ended December 31, 2008 and December 31, 2007.

                                 FISCAL YEAR ENDED     FISCAL YEAR ENDED
                                 DECEMBER 31, 2008     DECEMBER 31, 2007
        Audit fees(1)               $  30,000              $  35,000
        Audit related fees          $       0              $       0
        Tax fees(2)                 $       0              $   7,000
        All other fees              $       0              $       0
                                    =========              =========

        Total                       $  30,000              $  42,000

----------

(1)  Audit fees consisted of audit work performed in the preparation of
financial statements, as well as work generally only the independent auditor can
reasonably be expected to provide, such as statutory audits.
(2)  Tax fees consist principally of assistance with tax matters related to tax
compliance and reporting in Israel.

     All of the services set forth above in the categories were approved by the
Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) (relating to the approval of a
de minimis amount of non-audit services after the fact but before completion of
the audit).

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

     Consistent with SEC policies regarding auditor independence, the Audit
Committee has responsibility for appointing, setting compensation and overseeing
the work of the independent auditor. In recognition of this responsibility, the
Audit Committee has established a policy to approve all audit and permissible
non-audit services provided by the independent auditor.

     Prior to engagement of the independent auditor for the next year's audit,
management will submit an estimate of fees for the services expected to be
rendered during that year for each of four categories of services to the Audit
Committee for approval.

     1.   AUDIT services include audit work performed in the preparation of
          financial statements, as well as work that generally only the
          independent auditor can reasonably be expected to provide, including
          comfort letters, statutory audits, and attest services and
          consultation regarding financial accounting and/or reporting
          standards.
     2.   AUDIT-RELATED services are for assurance and related services that are
          traditionally performed by the independent auditor, including due
          diligence related to mergers and acquisitions, employee benefit plan
          audits and special procedures required to meet certain regulatory
          requirements.

                                       9

<PAGE>

     3.   TAX services include services related to tax compliance, tax planning
          and tax advice.

     4.   OTHER FEES are those associated with services not captured in the
          other categories.

     Prior to engagement, the Audit Committee pre-approves these services by
category of service. The fees are budgeted and the Audit Committee requires the
independent auditor and management to report actual fees versus the budget
periodically throughout the year by category of service. During the year,
circumstances may arise when it may become necessary to engage the independent
auditor for additional services not contemplated in the original pre-approval.
In those instances, the Audit Committee requires specific pre-approval before
engaging the independent auditor.

     The Audit Committee may delegate pre-approval authority to one or more of
its members. The member to whom such authority is delegated must report, for
informational purposes only, any pre-approval decisions to the Audit Committee
at its next scheduled meeting.

                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3) Exhibits

EXHIBIT NO.   DESCRIPTION

31.1          Certification of Chief Executive Officer Pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002.

31.2          Certification of Chief Financial Officer Pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002.

                                       10

<PAGE>

                                 SIGNATURE PAGE

Pursuant to the requirements of Section 13 or 15(d) 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.

                                  By: /s/ Yaron Meerfeld
                                  -----------------------------------
                                  Yaron Meerfeld
                                  Acting Chief Executive Officer

April 30, 2009