UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION




Washington, D.C.
20549




Form
10-KSB/A




(Mark
One)




x ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF


1934




FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2007




o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT


OF
1934




FOR
THE TRANSITION PERIOD FROM __________ TO __________


COMMISSION FILE NUMBER
________________________________






LAPIS
TECHNOLOGIES, INC.





(Name of
small business issuer in its charter)








DELAWARE
              27-0016420(State
      or other jurisdiction of
              (I.R.S. Employer
      Identification No.)incorporation
      or organization)




19 W. 34th Street, Suite
1008, New York, NY 10001


(Address
of principal executive offices) (Zip Code)





Issuer's
telephone Number: (212) 937-3580




Securities
registered under Section 12(b) of the Exchange Act: None.




Securities
registered under Section 12(g) of the Exchange Act: None.




Check
whether the issuer is not required to file reports pursuant to Section
13


or 15(d)
of the Exchange Act. o




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
o




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 o No
x


State
issuer's revenues for its most recent fiscal year. $9,642,000




The
aggregate market value of the voting and non-voting common equity held by
non-affiliates, computed by reference to the average high and low price of such
common equity as of March 28, 2008, was $1,296,600.




As of
March 28, 2008, the issuer had 6,483,000 outstanding shares of Common
Stock.




DOCUMENTS
INCORPORATED BY REFERENCE: NONE




Transitional
Small Business Disclosure Format (check one): Yes o No
x





EXPLANATORY
NOTE




The sole
purpose of this amendment to our Form 10-KSB for the year
ended December 31, 2007 is to file a revised Independent Auditor’s
Report.







Gvilli & Co. C.P.A.(isr.)
   Independent
Auditors’ Report
  To the
Stockholders’
and the Board of Directors of
 Lapis
Technologies, Inc.
  We have
audited the accompanying consolidated balance sheet of Lapis Technologies, Inc.
and Subsidiaries (the “Company”) at December 31,
2007, and the related consolidated statements of income, changes in
stockholders’ equity and comprehensive income and cash flows for the years ended
December 31, 2007 and 2006. These financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these
financial statements based upon our audit.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provides a
reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Lapis Technologies, Inc.
and Subsidiaries at December 31, 2007, and the consolidated results of their
operations and their cash flows for the years ended December 31, 2007 and 2006,
in conformity with accounting principles generally accepted in the United States
of America.
   /s/
Gvilli and Co.
 Gvilli
& Co.
 March 30,
2008
 Casarea,
Israel
  
  ITEM 13.
EXHIBITS.
  Exhibit
      Number
                                                              
                                                              Description3.1
                                                              
                                                              Certificate
      of Incorporation of Enertec Electronics, Inc. filed January 31, 2002
      (Incorporated by reference to our registration statement on Form SB-2
      (File No. 333-100979), filed with the Securities and Exchange Commission
      on November 4, 2002)3.2
                                                              
                                                              Certificate
      of Amendment of Enertec Electronics, Inc. filed April 23, 2002
      (Incorporated by reference to our registration statement on Form SB-2
      (File No. 333-100979), filed with the Securities and Exchange Commission
      on November 4, 2002)3.3
                                                              
                                                              Certificate
      of Amendment of Opal Technologies, Inc. filed October 17, 2002
      (Incorporated by reference to our registration statement on Form SB-2
      (File No. 333-100979), filed with the Securities and Exchange Commission
      on November 4, 2002)3.4
                                                              
                                                              By-Laws
      of Lapis Technologies, Inc. (Incorporated by reference to our registration
      statement on Form SB-2 (File No. 333-100979), filed with the Securities
      and Exchange Commission on November 4, 2002)14.1
                                                              
                                                              Code
      of Ethics (Incorporated by reference to our annual report on Form 10-KSB
      for the fiscal year ended December 31, 2003, filed with the Securities and
      Exchange Commission on June 28, 2004)16.1
                                                              
                                                              Letter
      from Rogoff & Company dated April 1, 2004 (Incorporated by reference
      to our current report on Form 8-K filed with the Securities and Exchange
      Commission on July 6, 2004)21.1
                                                              
                                                              List
      of Subsidiaries (Incorporated by reference to the registrant’s 10-K-SB for
      the year ended December 31, 2007, filed with the Securities and Exchange
      Commission on March 31,
2008.)
   
 SIGNATURES
  In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  
 LAPIS TECHNOLOGIES,
      INC.Date:
      January 12, 2009
                    By:
                    /s/
      Harry MundHarry
      MundChief
      Executive Officer(Principal Executive
      Officer)
 Date:
      January 12, 2009
                  By:
                  /s/
      Miron MarkovitzMiron
      MarkovitzChief
      Financial Officer andPrincipal
      Accounting Officer
 
  In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
  Signature
                                    
                                    Title
                                    
                                    Date/s/
      Harry Mund
                                    
                                    Chief
      Executive Officer and Chairman
                                    
                                    January
      12, 2009Harry
      Mund
                                    
                                    of
      the Board/s/
      Miron Markovitz
                                    
                                    Director,
      Chief Financial Officer
                                    
                                    January
      12, 2009Miron
      Markovitz
                                    
                                    and
      Principal Accounting Officer