**EXHIBIT31.2****CERTIFICATION**I, J. Bryant Kirkland III, certify that:1.     I have reviewed this annual report on Form 10-KSB of CDSI Holdings Inc.;2.     Based on my knowledge, this report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to the period covered by thisreport;3.     Based on my knowledge, the financial statements, and other financial information included inthis report, fairly present in all material respects the financial condition, results of operationsand cash flows of the small business issuer as of, and for, the periods presented in this report;4.     The small business issuer’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the small business issuer and have:     (a) designed such disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that material information relating tothe small business issuer, is made known to us by others within those entities, particularly duringthe period in which this report is being prepared;     (b) Designed such internal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;     (c) evaluated the effectiveness of the small business issuer’s disclosure controls andprocedures and presented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this report based on suchevaluation; and     (d) disclosed in this report any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s most recent fiscal quarter(the small business issuer’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the small business issuer’sinternal control over financial reporting; and5.     The small business issuer’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the small business issuer’sauditors and the audit committee of the small business issuer’s board of directors (or personsperforming the equivalent functions):     (a) all significant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize and report financial information; and     (b) any fraud, whether or not material, that involves management or other employees who have asignificant role in the small business issuer’s internal control over financial reporting.Date:March 31, 2008              /s/ J. Bryant Kirkland III   J. Bryant Kirkland III   Vice President and Chief Financial Officer