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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-KSB/A
 (Amendment No. 1)
 
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year ended December 31, 2006
 Commission File Number: 0001-22563
 
 CDSI HOLDINGS INC.
  
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    95-4463937
(I.R.S. Employer
Identification No.)
 100 S.E. Second Street, 32nd Floor, Miami, Florida
(Address of principal executive offices)
    
    33131
(Zip Code)
 305-579-8000
 
 Securities registered under Section 12(b) of the Exchange Act:
 Securities registered under Section 12(g) of the Exchange Act:
  o
 x o
 x
 x o
    o x




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The Annual Report on Form 10-KSB of CDSI Holdings Inc. (the Company) for the year ended
December 31, 2006 is hereby amended to revise Item 11, Security Ownership of Certain Beneficial
Owners and Management and Relate Stockholder Matters.
 ITEM 11.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  Number of Shares ofName and Address(1)
    
    Common Stock
    
    
    Percentage of OwnershipNew Valley LLC(2)
    
    
    1,490,000
    
    
    
    47.8
    %Jay Gottlieb(3)
27 Misty Brooke Lane
New Fairfield, CT 06812
    
    
    202,180
    
    
    
    6.5
    %J. Bryant Kirkland III(4)
    
    
    9,000
    
    
    
    *Richard J. Lampen(4)
    
    
    9,000
    
    
    
    *Henry Morris(4)
271 Madison Avenue

New York, NY 10016
    
    
    9,000
    
    
    
    *Robert Lundgren(4)
14545 SW 79th Court
Miami, FL 33158
    
    
    16,333
    
    
    
    *All executive officers and directors
as a group (4 persons)(4)
    
    
    43,333
    
    
    
    1.4
    %
 
 *
    
    Less than 1%(1)
    
    Unless otherwise indicated, each named person has sole voting and investment power
with respect to the shares set forth opposite such named persons name.(2)
    
    New Valley LLC, a wholly-owned subsidiary of Vector, has voting and investment power
with regard to such shares. Richard J. Lampen, an executive officer and a director of the
Company, and J. Bryant Kirkland III, an executive officer and a director of the Company, serve
as Executive Vice President and Vice President, respectively, of Vector. Neither Mr. Kirkland
nor Mr. Lampen has investment authority or voting control over the Companys securities owned
by New Valley. The other executive officers of Vector are Bennett S. LeBow, Executive
Chairman, Howard M. Lorber, President and Chief Executive Officer and Marc N. Bell, Vice
President and General Counsel. The directors of Vector are Messrs. LeBow and Lorber, Henry C.
Beinstein, Ronald J. Bernstein, Robert J. Eide, Jeffrey S. Podell and Jean E. Sharpe.(3)
    
    Based on Schedule 13G filed on August 23, 2006 by Jay Gottlieb.(4)
    
    Includes shares subject to options and/or warrants currently exercisable or
exercisable within 60 days of the date hereof.




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Equity Compensation Plan Information
  Number of securities remainingNumber of securities to
    
    
    
    
    
    
    available for future issuancebe issued upon exercise
    
    
    Weighted-average exercise
    
    
    under equity compensationof outstanding options,
    
    
    price of outstanding
    
    
    plans (excluding securitieswarrants and rights
    
    
    options, warrants and rights
    
    
    reflected in column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
(1)
    
    
    653,333
    
    
    $
    4.88
    
    
    
    596,667Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    653,333
    
    
    $
    4.88
    
    
    
    596,667
 
 (1)
    
    Includes options to purchase 153,333 shares of the Companys Common Stock under the 1997
Stock Option Plan and an option to purchase 500,000 shares of Common Stock, which expired in
March 2007, issued in 1997 to New Valley LLC, which were approved by stockholders. For
additional information concerning the options, see Note 6 to the Companys Financial
Statements. ITEM 13. EXHIBITS
 ExhibitsThe Exhibits listed below are filed as part of this report.31.1
    
    Certification of Chief Executive Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the 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 of the Sarbanes-Oxley Act of 2002.




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SIGNATURES
  CDSI Holdings Inc.By:
    /s/ J. Bryant Kirkland IIIJ. Bryant Kirkland IIIVice President, Treasurer and
Chief Financial Officer