**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-KSB/A**


**Amendment
      No. 1**


**______________________**





**[X]
      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**


For
      the
      fiscal year ended December 31, 2007








**[
      ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT**


**OF
      1934**








*Commission
      File Number: 000-50329*





**TRACEGUARD
      TECHNOLOGIES, INC.**


(Name
      of
      small business issuer in its charter)





Nevada
            98-0370398State
                or other jurisdiction of incorporation or organization
            I.R.S.
                Employer Identification Number





330
      Madison Avenue, 9 th Floor,
      New York, New York 10017


(Address
      of principal executive offices)





Issuer's
      telephone number: (866) 401-5969





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





Securities
      registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par
      value





Check
      whether 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 Issuer 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 the 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. o





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





The
      Issuer's revenues for the year ending December 31, 2007 were $0.







As
      of
      April 13, 2008, the number of shares outstanding of the Issuer's common stock
      was 38,308,542.





As
      of
      April 13, 2008, the aggregate number of shares of Common Stock held by
      non-affiliates was approximately 28,428,552.





As
      of
      April 13, 2008, the aggregate market value of the Issuer's common stock held
      by
      non-affiliates was 9,949,993, based on the average bid and asked price of $0.35
      per share as of April 11, 2008.







EXPLANATORY
      NOTE





TraceGuard
      Technologies, Inc. (the “Company”) is filing this Amendment No. 1 on Form
      10-KSB/A to its Annual Report on Form 10-KSB for the year ended December 31,
      2007 (the “Report”), originally filed with the Securities and Exchange
      Commission on April 14, 2008, to correct Item 14 of Part III of the Report.
      Due
      to an inadvertent error, the second paragraph of Item 14 omitted certain
      relevant information and the last paragraph of Item 14 contained outdated
      information. As amended and restated, Item 14 of Part III of the Report shall
      read as set forth below.





In
      accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended,
      this Amendment No. 1 on Form 10-KSB/A includes currently dated certifications
      from the Company’s Principal Executive Officer and Principal Financial Officer
      as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.





Part
      III





ITEM
      13.
      EXHIBITS


***Exhibits:***





**Exhibit
                Number**
            **Description
                of Exhibit**31.1*
            Certification
                of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
                promulgated under the Securities and Exchange Act of 1934, as
                amended31.2*
            Certification
                of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d
                14(a),
                promulgated under the Securities and Exchange Act of 1934, as
                amended32.1*
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 (Chief Executive
                Officer)32.2*
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 (Chief Financial
                Officer)







*
      Filed
      herewith.








ITEM
      14.
      PRINCIPAL ACCOUNTANT FEES AND SERVICES





Audit
      Fees. The aggregate fees billed by our principal accountant for professional
      services rendered for the audit of our annual financial statements for the
      years
      ended December 31, 2007 and December 31, 2006, and for the review of the
      financial statements included in our Quarterly Reports on Form 10-QSB during
      those fiscal years, were approximately $70,000 and $47,200,
      respectively.





Audit
      Related Fees. We incurred fees to our principal accountant for services that
      were reasonably related to the audit of our annual financial statements for
      the
      years ended December 31, 2007 and December 31, 2006 and the review of the
      financial statements included in our Quarterly Reports on Form 10-QSB of
      approximately $45,000 and $51,700 **** during
      the fiscal years ended December 31, 2007 and December 31, 2006, respectively.
      In
      2006, the audit related services involved the audit of TraceTrack, a licensor
      to
      the Company, the financial statements of which were included in the Company’s
      financial statements as a predecessor entity for accounting purposes. In 2007,
      the audit related services involved the review and assistance with the initial
      stages of documentation of internal company financial reporting processes as
      a
      precursor to the Company’s design of a testing plan for such
      processes.





Tax
      Fees.
      We incurred fees to our principal accountant for services related to tax
      compliance and tax advice of approximately $6,200 and $15,300 during the fiscal
      years ended December 31, 2007 and December 31, 2006, respectively.





All
      Other
      Fees. We did not incur any other fees to our principal accountant during the
      fiscal years ended December 31, 2007 and December 31, 2006.





Pre-Approval
      of Audit and Non-Audit Services. During 2006, the Board of Directors acted
      as
      the Audit Committee of the Company, since the Company had not yet established
      a
      separate Audit Committee. The Board of Directors pre-approved all audit and
      permitted non-audit services in 2006. In January 2007, the Board of Directors
      established a separate Audit Committee. The Audit Committee pre-approved all
      audit and permitted non-audit services in 2007.





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.





TRACEGUARD
                TECHNOLOGIES, INC.By:
            /s/
                David Ben-YairDavid
                Ben-YairChief
                Financial Officer