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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 FORM 10-KSB/A
Amendment No. 2
 
  þ
    
    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 ____
 333-74396
 DIAS HOLDING, INC.
  Delaware
(State or other jurisdiction of incorporation or organization)
    
    58-2451191
(I.R.S. Employer Identification No.)
 
 
 Securities registered under Section 12(b) of the Exchange Act:
 Title of each class
    
    Name of each exchange on which registeredNone
    
    None
 Securities registered under Section 12(g) of the Exchange Act:
 Common stock, par value $0.001 per share
 o
 þ o
 o
 o þ
     DOCUMENTS INCORPORATED BY REFERENCE
 Not Applicable.
 o þ




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TABLE OF CONTENTS  EXPLANATORY NOTEITEM 8A (T). CONTROLS AND PROCEDURESPART IVITEM 13. EXHIBITSSIGNATURESEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
    
 ITEM 8A (T). CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Managements Report on Internal Control over Financial Reporting




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PART IV
 
 ITEM 13. EXHIBITS
  Exhibit #
    
    Description3.1
    
    Amended Articles of Incorporation [Incorporated by reference to the
same titled exhibit in the Companys Registration Statement on Form
SB-2 (Registration No. 333-74396).]3.2
    
    By-Laws [Incorporated by reference to the same titled exhibit in the
Companys Registration Statement on Form SB-2 (Registration No.
333-74396).]10.1
    
    Clearing Agreement [Incorporated by reference to the same titled
exhibit in the Companys Registration Statement on Form SB-2
(Registration No. 333-74396).]10.2
    
    Stock Option Plan [Incorporated by reference to the same titled
exhibit in the Companys Registration Statement on Form SB-2
(Registration No. 333-74396).]10.3
    
    Lease for Office [Incorporated by reference to the same titled exhibit
in the Companys Registration Statement on Form SB-2 (Registration No.
333-74396).]




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Exhibit #
    
    Description10.4
    
    Consulting Agreement  eSAFETYWORLD, Inc. [Incorporated by reference
to the same titled exhibit in the Companys Registration Statement on
Form SB-2 (Registration No. 333-74396).]10.5
    
    First Amendment to Consulting Agreement with eSAFETYWORLD, Inc.
[Incorporated by reference to the same titled exhibit in the Companys
Registration Statement on Form SB-2 (Registration No. 333-74396).]10.6
    
    Form of Series A Preferred Stock Purchase Agreement [Incorporated by
reference to the same titled exhibit in the Companys Registration
Statement on Form SB-2 (Registration No. 333-74396).]10.7
    
    Form of Series B Preferred Stock Purchase Agreement [Incorporated by
reference to the same titled exhibit in the Companys Registration
Statement on Form SB-2 (Registration No. 333-74396).]10.8
    
    Series C Preferred Stock Subscription Agreement [Incorporated by
reference to the same titled exhibit in the Companys Registration
Statement on Form SB-2 (Registration No. 333-74396).]10.9
    
    Warrant Agreement with Harbour Nominees Ltd. [Incorporated by
reference to the same titled exhibit in the Companys Registration
Statement on Form SB-2 (Registration No. 333-74396).]10.10
    
    Warrant Agreement with I-Bankers Securities, Inc. [Incorporated by
reference to the same titled exhibit in the Companys 2002 Annual
Report on Form 10-KSB (Registration No. 333-74396).]10.11
    
    First Amendment to Clearing Agreement with Fiserv Securities, Inc.
[Incorporated by reference to the same titled exhibit in the Companys
2003 Annual Report on Form 10-KSB (Registration No. 333-74396).]10.12
    
    Lease renewal for Office [Incorporated by reference to the same
titled exhibit in the Companys Registration Statement on Form 8-K
(Registration No. 333-74396).]10.13
    
    Lease for Office [Incorporated by reference to the same titled
exhibit in the Companys Registration Statement on Form 8-K
(Registration No. 333-74396).]14.1
    
    Code of Business Conduct and Ethics [Incorporated by reference to the
same titled exhibit in the Companys 2004 Annual Report on Form 10-KSB
(Registration No. 333-74396).]16.1
    
    E&Y Letter on Change in Certifying Accountant [Incorporated by
reference to the same titled exhibit in the Companys Registration
Statement on Form SB-2 (Registration No. 333-74396).]16.2
    
    Grassi Letter on Change in Certifying Accountant [Incorporated by
reference to the same titled exhibit in the Companys Registration
Statement on Form SB-2 (Registration No. 333-74396).]99.1
    
    Order to grant Plaintiffs Motion to drop party as defendant
[Incorporated by reference to the same titled exhibit in the Companys
Registration Statement on Form 8-K (Registration No. 333-74396).]31.1
    
    Certification of Chief Executive Officer *31.2
    
    Certification of Chief Financial Officer *




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Exhibit #
    
    Description32.1
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 Sarbanes-Oxley Act of 2002 *32.2
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 Sarbanes-Oxley Act of 2002 *
 
 *
    
    filed herewith 
 SIGNATURES
  DIAS HOLDING, INC.(Registrant)Dated: October 1, 2008
    
    By
    
    /s/ Hung-Lang HuangHung-Lang HuangChairman, Chief Executive Officer,and PresidentDated: October 1, 2008
    
    By
    
    /s/ Wang Bing-Chin HuangWang Bing-Chin HuangChief Financial Officer and Director