<PAGE>
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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, 2002

                       COMMISSION FILE NUMBER: 0001-22563

                           ---------------------------

                               CDSI HOLDINGS INC.
                 (Name of small business issuer in its charter)

                           ---------------------------

              DELAWARE                                    95-4463937
  (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                     Identification No.)

100 S.E. SECOND STREET, 32ND FLOOR, MIAMI, FLORIDA           33131
     (Address of principal executive offices)               (Zip Code)

                                  305-579-8000
                           (Issuer's telephone number)

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         THE ANNUAL REPORT ON FORM 10-KSB OF CDSI HOLDINGS INC. (THE "COMPANY")
FOR THE YEAR ENDED DECEMBER 31, 2002 IS HEREBY AMENDED TO INCLUDE THE EQUITY
COMPENSATION PLAN INFORMATION IN PART III, ITEM 11 OF SUCH ANNUAL REPORT:


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

         The following table sets forth, as of March 24, 2003, the beneficial
ownership of the Company's Common Stock (the only class of voting securities) by
(i) each person known to the Company to own beneficially more than five percent
of the Common Stock, (ii) each of the Company's directors, (iii) each of the
Company's named executive officers (as such term is defined in the Summary
Compensation Table above) and (iv) all directors and executive officers as a
group. Unless otherwise indicated, each person possesses sole voting and
investment power with respect to the shares indicated as beneficially owned, and
the business address of each person is 100 S.E. Second Street, Miami, Florida
33131.

<TABLE>
<CAPTION>

                                                           NUMBER OF SHARES OF
                NAME AND ADDRESS(1)                           COMMON STOCK               PERCENTAGE OF OWNERSHIP
-----------------------------------------------------     ----------------------    ----------------------------------
<S>                                                       <C>                       <C>
New Valley Corporation(2)(3).....................                1,990,000                         55.0%
Alki Corp. (3)
204D Weldin Building
Wilmington, DE 19810
                                                                                                      *
J. Bryant Kirkland III(4)........................                    9,000
                                                                                                      *
Richard J. Lampen(4).............................                    9,000
                                                                                                      *
Henry Morris(4)..................................                    9,000
        271 Madison Avenue
        New York, NY 10016
                                                                                                      *
Robert Lundgren(4)...............................                   16,333
       7900 SW 176 Street
       Miami, FL 33157

All executive officers and directors
      As a group (4 persons)(4)..................                   43,333                          1.4%
</TABLE>
-------------------
*        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)      Includes 500,000 shares subject to warrants, which are currently
         exercisable or exercisable within 60 days of the date hereof.
(3)      Both New Valley and Alki Corp. (successor to Direct Assist Holding,
         Inc.) ("Alki"), a wholly-owned subsidiary of New Valley, have shared
         voting and investment power with regard to such shares. J. Bryant
         Kirkland III, an executive officer and a director of the Company,
         serves as Vice President, Chief Financial Officer and Treasurer of New
         Valley and Alki and Richard J. Lampen, an executive officer and a
         director of the Company, serves as Executive Vice President of New
         Valley and Alki and as a director of New Valley. Neither Mr. Kirkland
         nor Mr. Lampen has investment authority or voting control over the
         Company's securities owned by New Valley or Alki. The other executive
         officers and directors of New Valley are Bennett S. LeBow, Chairman and
         Chief Executive Officer of New Valley; Howard M. Lorber, President of
         New Valley and a director of New Valley and Chairman, President and
         Chief Executive Officer of Alki; Marc N. Bell, Vice

<PAGE>
         President, Associate General Counsel and Secretary of New Valley and
         Alki; and Henry C. Beinstein, Arnold I. Burns, Ronald J. Kramer, Barry
         W. Ridings and Victor M. Rivas, directors of New Valley.

(4)      Includes shares subject to options and/or warrants currently
         exercisable or exercisable within 60 days of the date hereof.

EQUITY COMPENSATION PLAN INFORMATION

         The following table summarizes information about the options, warrants
and rights and other equity compensation under the Company's equity plans as of
December 31, 2002.

<TABLE>
<CAPTION>


                                                                                         NUMBER OF SECURITIES REMAINING
                           NUMBER OF SECURITIES TO                                        AVAILABLE FOR FUTURE ISSUANCE
                           BE ISSUED UPON EXERCISE       WEIGHTED-AVERAGE EXERCISE          UNDER EQUITY COMPENSATION
                           OF OUTSTANDING OPTIONS,          PRICE OF OUTSTANDING           PLANS (EXCLUDING SECURITIES
                             WARRANTS AND RIGHTS           OPTIONS, WARRANTS AND            REFLECTED IN COLUMN (A))
                                                                   RIGHTS
      PLAN CATEGORY                  (A)                            (B)                                (C)
      -------------        -----------------------      --------------------------       ---------------------------------
<S>                        <C>                          <C>                              <C>

Equity compensation
plans approved by
security holders (1)....              153,333                         $2.03                           596,667

Equity compensation
plans not approved by
security holders (2)....              503,455                         $5.79                               - 0 -

         Total..........              656,788                         $4.91                           596,667
</TABLE>


-----------------------

(1)      Includes options to purchase 153,333 shares of the Company's Common
         Stock under the 1997 Stock Option Plan, which was approved by
         stockholders.

(2)      Includes options to purchase 3,455 shares of Common Stock issued under
         a 1994 Stock Option Plan, which was terminated in 1997, and an option
         to purchase 500,000 shares of Common Stock issued in 1997 to a
         wholly-owned subsidiary of New Valley. For additional information
         concerning the options, see note 5 to the Company's consolidated
         financial statements.



<PAGE>
                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d), the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
April 30, 2003, on its behalf by the undersigned, thereunto duly authorized.

                                      CDSI Holdings Inc.

                                      By:      /s/ J. Bryant Kirkland III
                                          ----------------------------------
                                          J. Bryant Kirkland III
                                          Vice President and Chief Financial
                                          Officer


<PAGE>
                                  CERTIFICATION


I, Richard J. Lampen, certify that:

1.       I have reviewed this annual report on Form 10-KSB/A, Amendment No. 1,
of CDSI Holdings Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.       The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)       designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b)       evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)       presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

a)       all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)       any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 30, 2003


                                       /s/ Richard J. Lampen
                                       ----------------------------------------
                                           Richard J. Lampen
                                           Chairman and Chief Executive Officer



<PAGE>
                                  CERTIFICATION

I, J. Bryant Kirkland III, certify that:

1.       I have reviewed this annual report on Form 10-KSB/A, Amendment No. 1,
of CDSI Holdings Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.       The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)       designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b)       evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)       presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

a)       all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)       any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 30, 2003


                              /s/ J. Bryant Kirkland III
                              -------------------------------------------------
                                  J. Bryant Kirkland III
                                  Vice President and Chief Financial Officer