EXHIBIT 14.1

Deloitte

                                                          Brightman Almagor 1
                                                          Azrieli Center
                                                          Tel Aviv 67021
                                                          P O.B. 16593
                                                          Tel Aviv 61164
                                                          Israel

                                                          Tel: +972 (3) 608 5555
                                                          Fax: +972 (3) 609 4022
                                                          Info@deloitte.co.il
                                                          wwwdeloitte com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of InkSure
Technologies Inc.

We  have  audited  the  accompanying   consolidated  balance  sheet  of  InkSure
Technologies  Inc. ("the Company") and its  subsidiaries as of December 31, 2004
and the related  statements of operations,  shareholders'  equity and cash flows
for each of the years in the  two-year  period ended  December  31, 2004.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted Our audits in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States) Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor Were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting  Accordingly,  we  express  no such  opinion  An audit  also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management.  as well as evaluating  the overall
financial statement presentation We believe that our audit provides a reasonable
basis for our opinion

In our Opinion,  the consolidated  financial  statements  present fairly, in all
material  respects,  the consolidated  financial position of the Company and its
subsidiaries  as of December  .31,  2004 and the  consolidated  results of their
operations  and their  consolidated  cash flows for each of the years in the two
year period ended  December  .31,2004 in conformity  with US generally  accepted
accounting principles.


/s/ Brightman Almagor & Co.
----------------------------------
    Brightman Almagor & Co.

Certified Public Accountants
A member firm of Deloitte Touche Tohmatsu

Tel Aviv, lsrael
August 3, 2005

Audit. Tax.Consulting. Financial Advisory.

                                                        A member firm of
                                                        Deloitte Touche Tohmatsu