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

                                  FORM 10-KSB/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, 2007.

                                       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.
              -----------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

              Delaware                                   84-1417774
------------------------------------        ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

  1770 N.W. 64th Street, Suite 350, Fort Lauderdale, FL           33309
  -----------------------------------------------------           -----
        (Address of principal executive offices)                (Zip Code)

                                 (954) 772-8507
                ------------------------------------------------
                (Issuer's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                     Common Stock, par value $0.01 per share
                     ---------------------------------------
                                (Title of Class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [_]

Check whether the issuer : (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                               Yes [X]     No [_]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [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]

Issuer's revenues for its most recent fiscal year. $2,890,000


<PAGE>


The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of March 21,
2007 was $1.96.

As of March 21, 2007, 15,842,892 shares of the issuer's common stock, par value
$0.01 per share, were outstanding.

Transitional Small Business Disclosure Format (check one):

                               Yes [_]     No [X]

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

                                EXPLANATORY NOTE

     The purpose of this Amendment No. 1 (the "Amendment") to the Annual Report
on Form 10-KSB of InkSure Technologies Inc. for the year ended December 31, 2007
(the "Original Report") is to include the disclosure required in Part III, Items
9, 10, 11, 12 and 13. Except for Items 9, 10, 11, 12 and 13 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.

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


<PAGE>


                            INKSURE TECHNOLOGIES INC.

                                  FORM 10-KSB/A

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS
            AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a)
            OF THE EXCHANGE ACT                                               1
ITEM 10.    EXECUTIVE COMPENSATION                                            3
ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT AND RELATED STOCKHOLDER MATTERS                        7
ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
            DIRECTOR INDEPENDENCE                                             9
ITEM 13.    EXHIBITS                                                         10
ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES                           11

SIGNATURES                                                                   13


<PAGE>


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
        GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     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 April 29, 2008:

NAME                      AGE     POSITION
----------------------   ------   --------------------------------------------

EXECUTIVE OFFICERS
  Elie Housman             71     Chief Executive Officer, Chairman and Director
  Mickey Brandt            52     Chief Financial Officer, Vice President,
                                  Secretary and Treasurer
  Yaron Meerfeld           48     Chief Operating Officer and Director

NON-EMPLOYEE DIRECTORS
  Albert Attias            79     Director
  Philip M. Getter         70     Director
  David W. Sass            72     Director
  Pierre L. Schoenheimer   74     Director
  Randy F. Rock            56     Director
  Samuel N. Seidman        74     Director

     ELIE HOUSMAN joined us in February 2002 as chairman and as a director. As
of May 2005, he was also appointed as our chief executive officer. At present,
Mr. Housman is a director of two public companies, ICTS International, N.V., a
prominent aviation security company listed on The Nasdaq Stock Market (NASDAQ:
ICTS). 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

     MICKEY BRANDT C.P.A. joined us in September 2006 as vice president, chief
financial officer, secretary and treasurer from March 2000 until September 2006,
he was the chief financial officer of Mofet Venture Capital Fund, an Israeli
venture capital fund that trades on the Tel Aviv Stock Exchange. At Mofet, he
was responsible for all financial activities of the fund and provided financial
assistance and advice to the fund's portfolio companies. Mr. Brandt is a
Certified Public Accountant (Israel) and holds a B.A. in Accounting and
Economics from Tel Aviv University and an M.B.A. from the Graduate School of
Business Administration (Northeastern University) in Boston.

     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. 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.

     ALBERT ATTIAS joined us in March 2002 as a director. Since September 1996,
Mr. Attias has been the president of The El-Ad Group, Ltd. and also served as a
director of The El-Ad Group, Ltd. until 2004. Prior to September 1996, Mr.
Attias was Deputy General Manager in the Mercantile Discount Bank, Ltd. in Tel
Aviv for twelve years. Previously, Mr. Attias worked at Barclays Bank.


                                       1
<PAGE>


     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
40 years investment banking experience. He currently serves as a director and
chairman of the Audit Committees of ICTS International, N.V., a security company
and EVCI Career Colleges Incorporated, which operates several post secondary
schools. Mr. Getter was, for many years, Chairman and CEO of Generics
Corporation of America, which was one of the largest generic pharmaceutical
companies in the United States.. He has been a member of the League of American
Theatres and Producers, serves as advisor to the American Theatre Wing and is a
Trustee of the Kurt Weill Foundation for Music. Mr. Getter has produced events
for Broadway, film and television. Mr. Getter received his B.S. in Industrial
Relations from Cornell University.

     DAVID W. SASS joined us in February 2003 as a director. Mr. Sass is a
director and officer of several other private companies. For the past 46 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., a prominent aviation security company listed on The Nasdaq
Stock Market (NASDAQ: ICTS), 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 has been a director of the company since August
2006. Mr. Schoenhiemer 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, a logistics firm specializing in the care and transport of fine art
and antiquities, 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 B.A., a M.S. in Business from Columbia University and
participated in the Owner/President Management Program (OPM) at Harvard
University.

     RANDY F. ROCK has been a director of the company since 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. 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.

     SAMUEL N. SEIDMAN has been a director of the company since March 2007. Mr.
Seidman presently is the president, chief executive officer and chairman of the
board of directors of Productivity Technologies, Inc., a public company which
produces automation systems for the metal forming industry, and fabricates
electrical control panels. He has served as director of the Asian International
Bank, AMREP Corporation (NYSE), Kane Miller Corporation (NYSE), Harken Oil and
Gas (OTC), Morse Electro Products Corporation (OTC), The Penn Corporation (OTC),
Pennsylvania Engineering Corporation (ASE), Scanforms, Inc. (OTC), The Summit
Organization, Inc. (ASE), SES, Inc. (a joint venture with Shell Oil Company),
Universal Container Corporation (OTC). He also has served as chairman of the
board of directors of Victoria Station Corporation (OTC) and chairman of the
board of directors of Crystal Oil Company (OTC). He has served as Chairman,
Economic Development Committee, the City Club of New York, as trustee, and
Member of the Finance Committee, the Brookdale University Hospital and Medical
Center. He has been a member of the board of advisors and Contributors, JOURNAL
OF ACCOUNTING, AUDITING, AND FINANCE; the Philippine Committee of the Asia
Society; the International Economists Club of New York; the American Economic
Association; and The University Club. Mr. Seidman received a B.A. from Brooklyn
College and a Ph.D. in Economics from New York University

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

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the company's directors and officers, and persons who own more than 10% of the
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 the company with copies of all
Section 16(a) forms they file.


                                       2
<PAGE>


     To the company's knowledge, based solely on review of the copies of such
reports furnished to the company and written representations that no other
reports were required, during the fiscal year ended December 31, 2007, all
Section 16(a) filing requirements applicable to our officers, directors and
greater than 10% beneficial owners were filed on a timely basis.

CODE OF ETHICS

     The company has adopted a code of conduct and ethics that applies to all of
its employees, including its 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 included in a Current Report
on Form 8-K within four business days following the date of any such amendment
or waiver, unless website posting of such amendments or waivers is then
permitted by the rules of the OTC Electronic Bulletin Board.

CORPORATE GOVERNANCE

     AUDIT COMMITTEE. During the fiscal year ended December 31, 2006, there were
four meetings of the Audit Committee. The Audit Committee currently has two
members: Messrs. Philip M. Getter (Chairman) and Samuel N. Seidman. 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. 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. The 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.

     The company does 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 eight directors currently serving on the board of directors, the
company believes that Philip M. Getter, David W. Sass, Albert Attias, Pierre
Lucien Schoenheimer, Randy F. Rock and Samuel N. Seidman are independent
directors within the meaning of Rule 4200 of the National Association of
Securities Dealers' listing standards. There is no formal process or policy that
governs the manner in which the company identifies 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 the company's stockholders as opposed to a
specific group of stockholders. The company does not have a formal policy with
respect to its 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.

ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

     The following table shows the compensation paid or accrued during the
fiscal years ended December 31, 2007 and 2006 to (1) our Chief Executive Officer
and (2) our two most highly compensated executive officers, other than our Chief
Executive Officer, who earned more than $100,000 during the fiscal year ended
December 31, 2007. The table includes an additional executive who would have
been among the two most highly compensated executive officers, other than our
Chief Executive Officer, except for the fact that he was not serving as an
executive officer of the company as of the end of December 31, 2006.


                                       3
<PAGE>


<TABLE>
<CAPTION>
                                                          BONUS        OPTION         ALL OTHER
   NAME AND PRINCIPAL                      SALARY          ($)          AWARDS       COMPENSATION
        POSITION              YEAR           ($)           (1)         ($) (5)            ($)           TOTAL ($)
-----------------------     ---------     ---------     ---------     ---------        ---------        ---------
<S>                              <C>        <C>            <C>          <C>               <C>             <C>
Elie Housman,                    2006       120,000             -       213,010                -          333,010
CHIEF EXECUTIVE OFFICER          2007       120,000             -        71,364                -          191,364


Yaron Meerfeld,                  2006       145,000             -       116,293           12,000(2)       273,293
CHIEF OPERATING OFFICER          2007       157,000        65,000        50,289           17,000(2)       289,289

Mickey Brandt,
VICE PRESIDENT, CHIEF
FINANCIAL OFFICER,
SECRETARY AND                    2006        52,000             -        25,347            4,000(2)        81,347
TREASURER(3)                     2007       148,000                      50,831           17,000(2)       215,831

Eyal Bigon,
VICE PRESIDENT, CHIEF
FINANCIAL OFFICER,
SECRETARY AND                    2006       104,000             -             -            8,000(2)       112,000
TREASURER(4)                     2007             -             -             -                -                -
</TABLE>

----------

(1)  We have not paid any cash or non-cash bonuses for 2006 performance.

(2)  For use of company car.

(3)  Mr. Brandt commenced employment with us on July 13, 2006. His annual salary
     for fiscal year 2006 was $52,000.

(4)  Mr. Eyal Bigon's last date of employment as our Chief Financial Officer,
     Secretary and Treasurer was September 13, 2006.

(5)  Options awards costs are measured according to SFAS No. 123 (revised 2004),
     "Share-Based Payment" (SFAS No. 123R)

EMPLOYMENT AGREEMENTS

     On May 23, 2005, the company's board of directors appointed Elie Housman,
chairman of the company, to the position of chief executive officer of the
company. Mr. Housman has remained chairman and a director of the company. Mr.
Housman has an employment agreement with the company. The agreement provides for
an annual base salary of $120,000. Pursuant to the agreement, Mr. Housman has
been granted an option to purchase 250,000 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 $1.30. Either party may terminate the agreement on ten days'
prior written notice or upon the occurrence of certain events constituting cause
or good reason. In the event the agreement is terminated without cause or good
reason, Mr. Housman would be entitled to a lump sum severance payment equal to
Mr. Housman's annual base salary. The agreement also contains customary
provisions with respect to benefits, reimbursement of expenses, confidentiality
and non-competition.


                                       4
<PAGE>


     On May 23, 2005, the company's board of directors appointed Yaron Meerfeld
the to the position of chief operating officer of the company, effective as of
the date of Mr. Meerfeld's resignation as the 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 $108,000, plus customary payments that are made to employees in Israel
and the use of a company automobile. Mr. Meerfeld may terminate the agreement
on180 days' prior written notice and the company may terminate the agreement
on270 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 July 17, 2006, the company entered into an employment agreement with
Mickey Brandt, the chief financial officer, secretary and treasurer of the
company. The agreement provides for an annual base salary of $100,000, plus
customary payments that are made to employees in Israel and the use of a
company's automobile. Mr. Brandt may terminate the agreement on 90 days' prior
written notice and the company may terminate the agreement on 90 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 March 9, 2008,
Mickey Brandt notified the Board of Directors of the Company that he is
resigning as its Chief Financial Officer and from all other positions held with
the Company effective as of May 15, 2008

                  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, 2007 for each of the executive officers
named in the Summary Compensation Table.

<TABLE>
<CAPTION>
                                                               OPTION AWARDS
                       -------------------------------------------------------------------------------------------
                                                              EQUITY INCENTIVE
                          NUMBER                                PLAN AWARDS:
                            OF           NUMBER OF SECURITIES    NUMBER OF
                        SECURITIES             UNDERLYING        SECURITIES
                        UNDERLYING        UNEXERCISED OPTIONS    UNDERLYING
                   UNEXERCISED OPTIONS            (#)           UNEXERCISED      OPTION EXERCISE         OPTION
                            (#)              UNEXERCISABLE    UNEARNED OPTIONS        PRICE            EXPIRATION
      NAME              EXERCISABLE               (2)               (#)                ($)                DATE
----------------       ------------          ------------       ------------       ------------       ------------
      (a)                   (b)                   (c)               (d)                (e)                (f)
----------------       ------------          ------------       ------------       ------------       ------------
<S>                         <C>                   <C>               <C>                   <C>          <C>
Elie Housman(1)             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
                             43,333                21,667(3)                               2.56        1/12/2011
                                                  100,000(4)                               1.72        7/26/2012

Yaron                       200,000                                                        0.80        2/24/2009
Meerfeld(1)                  50,000                                                        1.25        12/9/2009
                             53,333                26,667(3)                               2.56        1/12/2011
                                                  100,000(4)                               1.72        7/26/2012

Mickey Brandt(1)             33,333                66,667(5)                               1.65        7/17/2011
</TABLE>


(1)  The options were granted pursuant to our 2002 Employee, Director and
     Consultant Stock Plan.

(2)  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.

(3)  Vested on January 12th, 2008.

(4)  Will vest in 3 equal installments on July 26th 2008, 2009 and 2010.

(5)  Will vest in 2 equal installmrnts on July 17th 2008 and 2009.


                                       5
<PAGE>


                              DIRECTOR COMPENSATION

     The following table sets forth information concerning the compensation of
our non-employee directors for the fiscal year ended December 31, 2007:

                       FEE EARNED OR      OPTION       ALL OTHER
                        PAID IN CASH      AWARDS     COMPENSATION
        NAME                ($)            (#)            ($)         TOTAL ($)
---------------------    ---------      ---------      ---------      ---------

PHILIP M. GETTER                 -         30,000              -

ALBERT ATTIAS                    -         24,000              -

DAVID W. SASS                    -         24,000              -

PIERRE L. SCHOENHEIMER           -         27,000              -

RANDY F. ROCK (1)                          33,000

SAMUEL N. SEIDMAN (2)                      27,000

----------

(1)  Mr. Rock joined our board of directors on February, 2007

(2)  Mr. Seidman joined our board of directors on March, 2007.

     The company's policy is to pay no cash compensation to members of the board
of directors for attendance at board of directors meetings or committee
meetings.

     Directors are entitled to receive options under the company's 2002
Employee, Director and Consultant Stock Option Plan. On April 16, 2007, the
company granted options to purchase shares of common stock to each of its
non-employee directors for the fiscal year ended December 31, 2007. Each
director received a base quantity of 24,000 options and additional options based
on such person's membership in Committees of the board of directors; each
committee member receives additional 3,000 options and a committee chairman
receives additional 6,000 options. During fiscal year 2007, Messrs. Getter
(Chairman), Rock and Seidman were members of the our Audit Committee, Messrs.,
Rock (Chairman) and Schoenheimer were members of the Compensation Committee. The
exercise price of such options was $2.18, the closing market price of our common
stock on the date of grant 4/16/2007 as reported by the Over the Counter
Bulletin Board. Such options become exercisable on the first anniversary of the
date of grant


                                       6
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

     The following table sets forth certain information as of April 29, 2008,
concerning the beneficial ownership of voting securities of (i) each current
member of the board of directors, (ii) certain highly compensated officers,
(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.

     As of April 29, 2008, we had 16,274,768 shares of common stock outstanding.

                                          AMOUNT OF SHARES       PERCENTAGE
                                        BENEFICIALLY OWNED(1)      OWNED
                                             ----------          ----------

DIRECTORS AND EXECUTIVE OFFICERS**

Elie Housman(2)                               1,563,240                8.76%
Yaron Meerfeld(3)                               874,418                5.10%
Albert Attias(4)                                 96,000                   *
Philip M. Getter(5)                             169,765                   *
David W. Sass(6)                                103,353                   *
Pierre L. Schoenheimer(7)                       265,500                   *
Randy F. Rock (8)                                30,000                   *
Samuel N. Seidman(9)                             27,000                   *
Mickey Brandt(10)                                33,333                   *

Executive officers and directors as
a group (9 persons)                           3,162,609                8.15%

5% STOCKHOLDERS

ICTS International group. (11)                5,059,673               13.03%
James E. Lineberger(12)                       1,147,049                6.58%

----------

* 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 April 29, 2008. 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 1,190,528 shares of common stock underlying options and warrants
which are currently exercisable or exercisable within 60 days of April 29, 2008.

(3) Includes 388,824 shares of common stock underlying options and warrants
which are currently exercisable or exercisable within 60 days of April 29, 2008.

(4) Includes 96,000 shares of common stock underlying options and warrants which
are currently exercisable or exercisable within 60 days of April 29, 2008.

(5) Represents 169,765 shares of common stock underlying options and warrants
which are currently exercisable or exercisable within 60 days of April 29, 2008.

(6) Includes 103,353 shares of common stock underlying options and warrants
which are currently exercisable or exercisable within 60 days of April 29, 2008.

(7) Consists of 228,500 shares of common stock held by Plimpton Ltd. of which
Mr. Schoenheimer is a majority shareholder and 37,000 shares of common stock
underlying options and warrants which are currently exercisable or exercisable
within 60 days of April 29, 2008.


                                       7
<PAGE>


(8) Includes 30,000 shares of common stock underlying options and warrants which
are currently exercisable or exercisable within 60 days of April 29, 2008

(9) Includes 27,000 shares of common stock underlying options and warrants which
are currently exercisable or exercisable within 60 days of April 29, 2008

(10) Includes 33,333 shares of common stock underlying options and warrants
which are currently exercisable or exercisable within 60 days of April 29, 2008

(11) Includes 544,118 shares of common stock beneficially owned by ICTS-USA,
Inc., a wholly owned subsidiary of ICTS International, N.V.; 3,095,218 shares of
common stock and warrants to purchase 544,118 shares of common stock which are
exercisable within 60 days of April 29, 2008 and are beneficially owned by ICTS
Information Systems, B.V., a wholly owned subsidiary of ICTS International,
Inc.; and 876,219 shares of common stock owned by ICTS International N.V. ICTS
Information Systems, B.V.'s address is One Rockefeller Plaza, Suite 2412, New
York, NY 10020 and ICTS International N.V.'s address is Biesboch 225, 1181 JC
Amstelbeln, Netherlands.

(12) Includes 500,000 shares of common stock underlying convertible notes, which
are currently issuable or issuable within 60 days, held by the Irrevocable Trust
of James E. Lineberger u/a 12/17/98; 147,059 shares of common stock beneficially
owned by the Irrevocable Trust of James E. Lineberger u/a 12/17/98; and 235,294
shares of common stock underlying a warrant, which is currently exercisable or
exercisable within 60 days, 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
Irrevocable Trust of James E. Lineberger u/a 12/17/98 is c/o Lineberger & Co.

EQUITY COMPENSATION PLAN INFORMATION

     The following table provides information about shares of our common stock
that may be issued upon the exercise of options and warrants under all of our
existing compensation plans as of December 31, 2007. Our stockholder-approved
equity compensation plan consists of the 2002 Employee, Director and Consultant
Stock Option Plan. We have a number of options and warrants which were granted
pursuant to equity compensation plans not approved by security holders and such
securities are aggregated in the table below.

<TABLE>
<CAPTION>
                                                                                      NUMBER OF SECURITIES
                                                                                    REMAINING AVAILABLE FOR
                         NUMBER OF SECURITIES TO BE                               FUTURE ISSUANCE UNDER EQUITY
                           ISSUED UPON EXERCISE OF    WEIGHTED-AVERAGE EXERCISE  COMPENSATION PLANS (EXCLUDING
                            OUTSTANDING OPTIONS,        PRICE OF OUTSTANDING       SECURITIES REFLECTED IN
   PLAN CATEGORY            WARRANTS AND RIGHTS    OPTIONS, WARRANTS AND RIGHTS           COLUMN (A))

                                    (A)                         (B)                           (C)
                                ------------                ------------                  ------------
<S>                                <C>                      <C>                              <C>
Equity compensation
plans approved by
security holders                   2,115,900                $       1.59                     1,036,985
Equity compensation
plans not approved by
security holders                     658,467                $       1.13                             0
                                ------------                                              ------------
         TOTAL                     2,774,367                                                 1,036,985
</TABLE>

     We have authorized the issuance of equity securities under the compensation
plans described below without the approval of stockholders. No additional
options, warrants or rights are available for issuance under any of these plans,
except for additional shares which may become purchasable under warrants with
anti-dilution protection as noted below. We have either already registered or
will register for resale the common stock underlying all of these plans.


                                       8
<PAGE>


     o    Elie Housman option, dated February 6, 2002: We issued an option to
          purchase up to 478,467 shares of InkSure Delaware common stock at an
          exercise price of $0.966 per share, with an expiration date of
          February 6, 2009. In connection with the merger of InkSure Delaware
          with our wholly-owned subsidiary, these options to purchase shares of
          InkSure Delaware common stock were converted into options to purchase
          shares of our common stock.

     o    March 15, 2005 warrant issued to Mr. Jerry Falkner: We issued a
          warrant to Mr. Falkner to purchase up to 50,000 shares of our common
          stock in connection with services he rendered to us. The warrant will
          expire in 10 years and has an exercise price of $1.40 per share.

     o    June 14, 2006 warrant issued to Mr. Peter McMullin: We issued a
          warrant to Mr. McMullin to purchase up to 90,000 shares of our common
          stock in connection with services he rendered to us. The warrant will
          expire in 5 years and has an exercise price of $1.60 per share.

     o    June 14, 2006 warrant issued to Jesup and Lamont securities
          corporation: We issued a warrant to Jesup and Lamont securities
          corporation to purchase up to 10,000 shares of our common stock in
          connection with services they rendered to us. The warrant will expire
          in 5 years and has an exercise price of $1.60 per share.

     o    June 26, 2007 warrant issued to Gelbart Kahana Ltd.: We issued a
          warrant to to Gelbart Kahana Ltd to purchase up to 30,000 shares of
          our common stock in connection with services they rendered to us. The
          warrant will expire in 5 years and has an exercise price of $1.83 per
          share.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
         INDEPENDENCE.

TRANSACTIONS WITH RELATED PERSONS

     Our Audit Committee reviews and approves in advance all related-party
transactions. There have been no transactions during fiscal year 2007 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-B of the securities Act.

On January 14, 2008, we entered into a settlement and release agreement with
certain warrant holders related to Mr. James E. Lineberger, a former director of
ours, in order to settle a dispute that had arisen as to the exercise price of
the warrants held by these warrant holders resulting from whether we were
required, or failed, to maintain the effectiveness of a registration statement
in light of the possible affiliate status of these warrant holders (which
arguably prevented the warrant holders from relying on Rule 144(k) promulgated
under the Securities Act of 1933, as amended). Pursuant to the settlement, we
have issued to the warrant holders an aggregate of 179,696 of our shares of
common stock, which 141,289 shares were issued in connection with the cashless
exercise of the warrants and the remaining 38,407 shares were issued as payment
of legal fees incurred by the warrants holders.

On April 7, 2008, we completed a private placement of senior secured convertible
notes in an aggregate principal amount of $3,000,000 pursuant to each of the
Amendment, Exchange and Purchase Agreements as of such date between us and each
of certain accredited investors. In connection with this private placement, an
entity related to Mr. Lineberger exchanged its $300,000 principal amount of
Convertible Promissory Notes into $300,000 principal amount of Amended and
Restated Secured Convertible Promissory Notes. These notes are convertible into
500,000 shares of our common stock, subject to certain adjustments. We may
redeem the notes by paying a premium of 5%-25% of the outstanding principal
amount of the notes (based upon the date of redemption) plus interest and the
amounts in the collateral account securing such interest; at the time of such
redemption the 500,000 Series B-1 warrants issued to the entity related to Mr.
Lineberger in the private placement, expiring September 30, 2010, at an exercise
price of $0.60 (subject to adjustments, including pursuant to economic
anti-dilution adjustments) shall become exercisable.


                                       9
<PAGE>


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 eight directors currently serving on the board of directors, the company
believes that Philip M. Getter, David W. Sass, Albert Attias, Pierre Lucien
Schoenheimer, Randy F. Rock and Samuel N. Seidman are independent directors
within the meaning of Rule 4200 of the National Association of Securities
Dealers' listing standards and the current independence standards promulgated by
the Securities and Exchange Commission.

ITEM 13. EXHIBITS.

EXHIBIT NO.         DESCRIPTION

2.1                 Agreement and Plan of Merger, dated July 5, 2002, by and
                    among the Company, LILM Acquisition and InkSure Delaware
                    (previously filed as exhibit A to the Company's Definitive
                    Information Statement on Schedule 14C filed with the
                    Commission on October 8, 2002).

3.1                 Certificate of Change in Number of Authorized Shares of
                    Class and Series of the Company (previously filed as exhibit
                    3.1 to the Company's Current Report filed on Form 8-K with
                    the Commission on November 8, 2002).

3.2                 Certificate of Amendment of Articles of Incorporation of the
                    Company (previously filed as exhibit 3.2 to the Company's
                    Current Report filed on Form 8-K with the Commission on
                    November 8, 2002).

3.3                 Articles of Incorporation of the Company (previously filed
                    as exhibit 3.1 to the Company's General Form of Registrants
                    of Securities of Small Business Issuers filed on Form 10-SB
                    with the Commission on June 10, 1998).

3.4                 Amendment to By-Laws of the Company (previously filed as
                    exhibit 3.4 to the Company's Quarterly Report on Form 10-QSB
                    filed with the Commission on November 14, 2002).

3.5                 By-Laws of the Company (previously filed as exhibit 3.2 to
                    the Company's General Form of Registrants of Securities of
                    Small Business Issuers filed on Form 10-SB with the
                    Commission on June 10, 1998).

4.1                 Form of Convertible Note (previously filed as exhibit 4.1 to
                    the Company's Current Report filed on Form 8-K with the
                    Commission on October 30, 2005).

10.1                2002 Employee, Director and Consultant Stock Option Plan
                    (previously filed as exhibit 10.1 to the Company's Quarterly
                    Report on Form 10-QSB filed with the Commission on November
                    14, 2002).

10.2                Employment Agreement, dated as of July 13, 2006, by and
                    among the Company and Mickey Brandt (previously filed as
                    exhibit 10.1 to the Company's Current Report filed on Form
                    8-K with the Commission on July 19, 2006).

10.3                Securities Purchase Agreement, dated as of September 30,
                    2005, by and among the Company and the buyers listed therein
                    (previously filed as exhibit 10.1 to the Company's Current
                    Report filed on Form 8-K with the Commission on October 30,
                    2005).

10.4                Registration Rights Agreement, dated as of September 30,
                    2005, by and among the Company and the investors listed
                    therein (previously filed as exhibit 10.2 to the Company's
                    Current Report filed on Form 8-K with the Commission on
                    October 30, 2005).


                                       10
<PAGE>


10.5                Irrevocable Transfer Agent Instruction Letter dated
                    September 30, 2005 from the Company to Pacific Stock
                    Transfer Company (previously filed as exhibit 10.3 to the
                    Company's Current Report filed on Form 8-K with the
                    Commission on October 30, 2005).

21.1                Subsidiaries of the Registrant (previously filed as exhibit
                    21.1 to the Company's Annual Report on Form 10-KSB filed
                    with the Commission on March 31, 2003).

23.1                Consent of Brightman Almagor & Co., Certified Public
                    Accountants, a member firm of Deloitte Touche Tohmatsu.
                    (previously filed as exhibit 23.1 to the Company's Annual
                    Report filed on Form 10-KSB with the Commission on March 27,
                    2006).

23.2                Consent of Yossi Avraham, Arad & Co. (previously filed as
                    exhibit 23.2 to the Company's Annual Report filed on Form
                    10-KSB with the Commission on March 27, 2006).

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.*

32.1                Certifications of Chief Executive and Financial Officers
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                    (previously filed as exhibit 32.1 to the Company's Annual
                    Report filed on Form 10-KSB with the Commission on March 27,
                    2006).

* Filed herewith.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     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, 2007 and December 31, 2006 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, 2007 and December 31, 2006.


                       FISCAL YEAR ENDED    FISCAL YEAR ENDED
                       DECEMBER 31, 2007    DECEMBER 31, 2006
                          ------------        ------------

Audit fees(1)             $     35,000        $     35,000
Audit related fees        $          0        $          0
Tax fees(2)               $      7,000        $          0
All other fees            $          0        $          0
                          ============        ============

Total                     $     42,000        $     35,000

----------

(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.


                                       11
<PAGE>


     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 pre-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.

     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.


                                       12
<PAGE>


                                 SIGNATURE PAGE

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on our behalf by the undersigned, thereunto duly
authorized.

                            INKSURE TECHNOLOGIES INC.

    SIGNATURE                        TITLE                            DATE
    ---------                        -----                            ----

/s/ Elie Housman      Chief Executive Officer, Chairman and      April 29, 2008
----------------      Director (Principal Executive Officer)
Elie Housman


                                       13