<PAGE>



================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008

                        COMMISSION FILE NUMBER 0001-22563

                               CDSI HOLDINGS INC.
             (Exact name of Registrant as specified in its charter)


           DELAWARE                                             95-4463937
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)


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

                                 (305) 579-8000
              (Registrant's telephone number, including area code)

     INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE EXCHANGE ACT DURING THE
PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED
TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS. YES [X]   NO [ ]

     INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER,
AN ACCELERATED FILER, A NON-ACCELERATED FILER OR A SMALLER REPORTING COMPANY.
SEE DEFINITION OF "LARGE ACCELERATED FILER", "ACCELERATED FILER" AND "SMALLER
REPORTING COMPANY" IN RULE 12B-2 OF THE EXCHANGE ACT.

         [ ]   LARGE ACCELERATED FILER        [ ]    ACCELERATED FILER
         [ ]   NON-ACCELERATED FILER          [X]    SMALLER REPORTING COMPANY

     INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS
DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT). YES [X] NO [ ]

AS OF NOVEMBER 14, 2008, THERE WERE OUTSTANDING 3,120,000 SHARES OF THE ISSUER'S
COMMON STOCK, $.01 PAR VALUE.

================================================================================
<PAGE>






                               CDSI HOLDINGS INC.
                          QUARTERLY REPORT ON FORM 10-Q
                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


                                                                                               Page
<S>                  <C>                                                                     <C>
PART I. FINANCIAL INFORMATION


  Item 1.             Condensed Financial Statements (Unaudited):

                      Condensed Balance Sheets as of September 30,
                        2008 and December 31, 2007......................................          2

                      Condensed Statements of Operations for the
                        three months and nine months ended September 30,
                        2008 and 2007...................................................          3

                      Condensed Statements of Cash Flows for the
                        nine months ended September 30, 2008 and 2007...................          4

                      Notes to the Condensed Quarterly Financial Statements.............          5

  Item 2.             Management's Discussion and Analysis of Financial
                        Condition and Results of Operations.............................          8

  Item 4T.            Controls and Procedures...........................................         11


PART  II. OTHER INFORMATION

  Item 1.             Legal Proceedings.................................................         12
  Item 2.             Unregistered  sales of equity securities and use of proceeds......         12
  Item 6.             Exhibits..........................................................         12

SIGNATURE...............................................................................         13
</TABLE>



                                       1

<PAGE>


                               CDSI HOLDINGS INC.

                            CONDENSED BALANCE SHEETS
                                   (UNAUDITED)


<Table>
<Caption>

                                                                   September 30,   December 31,
                                                                       2008            2007
                                                                   ------------    ------------
<S>                                                                <C>            <C>
                                ASSETS:

Current assets:
    Cash and cash equivalents ..................................   $    24,551    $    50,288
                                                                   -----------    -----------

         Total assets ..........................................   $    24,551    $    50,288
                                                                   ===========    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
    Accounts payable and accrued expenses ......................   $     7,000    $     6,650
                                                                   -----------    -----------

         Total current liabilities .............................         7,000          6,650
                                                                   -----------    -----------

Commitments and contingencies ..................................            --             --

Stockholders' equity:
    Preferred stock, $.01 par value.  Authorized 5,000,000
       shares; no shares issued and outstanding ................            --             --
    Common stock, $.01 par value.  Authorized 25,000,000
       shares; 3,120,000 shares issued and outstanding .........        31,200         31,200
    Additional paid-in capital .................................     8,209,944      8,209,944
    Accumulated deficit ........................................    (8,223,593)    (8,197,506)
    Accumulated other comprehensive income .....................            --             --
                                                                   -----------    -----------

         Total stockholders' equity ............................        17,551         43,638
                                                                   -----------    -----------

         Total liabilities and stockholders' equity ............   $    24,551    $    50,288
                                                                   ===========    ===========
</Table>










            See accompanying Notes to Condensed Financial Statements




                                       2
<PAGE>


                               CDSI HOLDINGS INC.

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<Table>
<Caption>


                                                     Three Months Ended                  Nine Months Ended
                                               ------------------------------    ------------------------------
                                               September 30,    September 30,    September 30,    September 30,
                                                   2008              2007            2008             2007
                                               -------------    -------------    -------------    -------------


<S>                                            <C>              <C>              <C>              <C>
Revenues ...................................   $          --    $          --    $          --    $          --
                                               -------------    -------------    -------------    -------------


Cost and expenses:
     General and administrative ............           6,608            8,713           26,523           27,355
                                               -------------    -------------    -------------    -------------
                                                       6,608            8,713           26,523           27,355
                                               -------------    -------------    -------------    -------------

Operating loss .............................          (6,608)          (8,713)         (26,523)         (27,355)
                                               -------------    -------------    -------------    -------------


     Other income:
     Gain on sale of Dialog common stock ...              --               --               --              204
     Recovery of unclaimed property ........              --               --               --           18,624
     Interest income .......................              71              638              435            1,908
                                               -------------    -------------    -------------    -------------
     Total other income ....................              71              638              435           20,736
                                               -------------    -------------    -------------    -------------

Net loss ...................................   $      (6,537)   $      (8,075)   $     (26,088)   $      (6,619)
                                               =============    =============    =============    =============


Net loss per share (basic and diluted) .....   $       (0.00)   $       (0.00)   $       (0.01)   $       (0.00)
                                               =============    =============    =============    =============

Shares used in computing net
     loss per share ........................       3,120,000        3,120,000        3,120,000        3,120,000
                                               =============    =============    =============    =============

</Table>




















            See accompanying Notes to Condensed Financial Statements




                                       3
<PAGE>


                               CDSI HOLDINGS INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<Table>
<Caption>

                                                                 Nine Months Ended
                                                           ------------------------------
                                                           September 30,    September 30,
                                                                2008             2007
                                                           -------------    -------------

<S>                                                        <C>              <C>
Cash flows from operating activities:
   Net loss ............................................   $     (26,088)   $      (6,619)
   Adjustments to reconcile net loss to net cash
     used in operations:
   Gain on sale of Dialog common stock .................              --             (204)
   Changes in assets and liabilities:
   Increase in accounts payable and accrued expenses ...             351           (1,412)
                                                           -------------    -------------

Net cash used in operating activities ..................         (25,737)          (8,235)
                                                           -------------    -------------

Net cash flows provided from investing activities:
   Sale of investment securities .......................              --              204
                                                           -------------    -------------
   Net cash from investing activities ..................              --              204
                                                           -------------    -------------

Net cash from financing activities .....................              --               --
                                                           -------------    -------------

Net decrease in cash and cash equivalents ..............         (25,737)          (8,031)
Cash and cash equivalents at beginning of period .......          50,288           61,812
                                                           -------------    -------------

Cash and cash equivalents at end of period .............   $      24,551    $      53,781
                                                           =============    =============
</Table>




















            See accompanying Notes to Condensed Financial Statements



                                       4

<PAGE>


                               CDSI HOLDINGS INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)



(1)   BUSINESS AND ORGANIZATION


      CDSI Holdings Inc. (the "Company" or "CDSI") was incorporated in Delaware
      on December 29, 1993. On January 12, 1999, the Company's stockholders
      voted to change the corporate name of the Company from PC411, Inc. to CDSI
      Holdings Inc. Prior to May 8, 1998, the Company's principal business was
      an on-line electronic delivery information service that transmited name,
      address, telephone number and other related information digitally to users
      of personal computers (the "PC411 Service"). On May 8, 1998, the Company
      acquired Controlled Distribution Systems, Inc. ("CDS"), a company engaged
      in the marketing and leasing of an inventory control system for tobacco
      products. In February 2000, CDSI announced CDS will no longer actively
      engage in the business of marketing and leasing the inventory control
      system. Effective November 12, 2003, the Company and its wholly-owned
      subsidiary CDS merged with the Company as the surviving corporation.

      At September 30, 2008, the Company had an accumulated deficit of
      $8,223,593. The Company has reported an operating loss in each of its
      fiscal quarters since inception and it expects to continue to incur
      operating losses in the immediate future. The Company has reduced
      operating expenses and is seeking acquisition and investment
      opportunities. There is a risk the Company will continue to incur
      operating losses.

      CDSI intends to seek new business opportunities. As CDSI has only limited
      cash resources, CDSI's ability to complete any acquisition or investment
      opportunities it may identify will depend on its ability to raise
      additional financing, as to which there can be no assurance. There can be
      no assurance that the Company will successfully identify, complete or
      integrate any future acquisition or investment, or that acquisitions or
      investments, if completed, will contribute favorably to its operations and
      future financial condition.

(2)   PRINCIPLES OF REPORTING


      The condensed financial statements of the Company as of September 30, 2008
      presented herein have been prepared by the Company and are unaudited. In
      the opinion of management, all adjustments, consisting only of normal
      recurring adjustments, necessary to present fairly the financial position
      as of September 30, 2008 and the results of operations and cash flows for
      all periods presented have been made. Results for the interim periods are
      not necessarily indicative of the results for the entire year.

      These unaudited condensed financial statements should be read in
      conjunction with the audited financial statements and notes thereto for
      the year ended December 31, 2007 included in the Company's Annual Report
      on Form 10-KSB filed with the Securities and Exchange Commission
      (Commission File No. 0001-22563).




                                       5

<PAGE>


                               CDSI HOLDINGS INC.

              NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)



      USE OF ESTIMATES

      The preparation of the unaudited condensed financial statements in
      conformity with U.S. generally accepted accounting principles requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the unaudited condensed financial statements
      and the reported amounts of revenue and expenses during the reporting
      period. Actual results could differ from those estimates.

(3)   RELATED PARTY TRANSACTIONS

      Certain accounting and related finance functions are performed on behalf
      of the Company by employees of the parent of the Company's principal
      stockholder, Vector Group Ltd. ("Vector"). Expenses incurred relating to
      these functions are allocated to the Company and paid as incurred to
      Vector based on management's best estimate of the cost involved. The
      amounts allocated were immaterial for all periods presented herein.

(4)   NET LOSS PER SHARE

      Basic loss per share of common stock is computed by dividing net loss
      applicable to common stockholders by the weighted average shares of common
      stock outstanding during the period (3,120,000 shares). Diluted per share
      results reflect the potential dilution from the exercise or conversion of
      securities into common stock.

      Stock options and warrants (both vested and non-vested) totaling 15,000
      shares at September 30, 2008 and 128,000 shares at September 30, 2007 were
      excluded from the calculation of diluted per share results presented
      because their effect was anti-dilutive. Accordingly, diluted net loss per
      common share is the same as basic net loss per common share.




                                       6
<PAGE>



(5)   COMPREHENSIVE LOSS

      Comprehensive loss of the Company includes net loss and changes in the
      value of investment securities available for sale that have not been
      included in net loss. Comprehensive loss applicable to Common Shares for
      the three and nine months ended September 30, 2008 and 2007 is as follows:

<Table>
<Caption>
                                                   THREE MONTHS ENDED         NINE MONTHS ENDED
                                                     SEPTEMBER 30,              SEPTEMBER 30,
                                               ------------------------    ------------------------
                                                 2008           2007          2008           2007
                                               ----------    ----------    ----------    ----------

<S>                                            <C>           <C>           <C>           <C>
      Net loss .............................   $   (6,537)   $   (8,075)   $  (26,088)   $   (6,619)

      Net unrealized gains on investment
         securities available for sale:

      Change in unrealized gains ...........           --            --            --           (20)
      Net unrealized gains reclassified
         into net income, net of taxes .....           --            --            --          (204)
                                               ----------    ----------    ----------    ----------
      Net change in unrealized gain
         on investment securities ..........           --            --            --          (224)
                                               ----------    ----------    ----------    ----------

         Comprehensive loss ................   $   (6,537)   $   (8,075)   $  (26,088)   $   (6,843)
                                               ==========    ==========    ==========    ==========
</Table>



(6)   CONTINGENCIES

      As of September 30, 2008, the Company was not authorized to transact
      business in any state other than Delaware, which is its state of
      incorporation. The Company received an inquiry from the Florida Department
      of State (the "FDS") inquiring whether the Company should have registered
      with the FDS in previous years, beginning in 1998. In March 2006, the
      Company responded to the inquiry and stated it believes its activities in
      previous years did not meet the requirements for such registration;
      however, no assurance can be provided that the Company's position will be
      accepted by the FDS. The Company is unable to quantify the amount of any
      registration fees and other costs attributable to any failure to register
      and has not accrued any amounts in its condensed financial statements
      related to such inquiry.



                                       7

<PAGE>



                               CDSI HOLDINGS INC.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Overview

      We intend to seek new business opportunities. As we have only limited cash
resources, our ability to complete any acquisition or investment opportunities
we may identify will depend on our ability to raise additional financing, as to
which there can be no assurance. There can be no assurance that we will
successfully identify, complete or integrate any future acquisition or
investment, or that acquisitions or investments, if completed, will contribute
favorably to our operations and future financial condition.



Results of Operations

      REVENUES

      For the three and nine months ended September 30, 2008 and 2007, the
Company did not generate revenues from operations.

      EXPENSES

      Expenses associated with corporate activities were $6,608 and $26,523 for
the three and nine months ended September 30, 2008, respectively, as compared to
$8,713 and $27,355 for the same periods in the prior year. The expenses were
primarily associated with costs necessary to maintain a public company, which
consist primarily of directors' fees, accounting fees, and stock transfer fees.
The decrease in the nine month period in 2008 was primarily associated with
lower director fees offset by the costs associated with testing management's
internal control over financial reporting in 2008. The decrease in the three
month period was primarily due to lower directors' fees in 2008 compared to
2007.

      OTHER INCOME

      Interest income was $71 and $435 for the three and nine months ended
September 30, 2008 compared to $638 and $1,908 for the three and nine months
ended September 30, 2007. The decrease is due primarily to lower prevailing
interest rates and lower cash balances in 2008 versus 2007

      On April 10, 2007, the Company sold its remaining 2,800 shares of Dialog
stock for $204 and recorded a gain of $204 for the nine months ended September
30, 2007.

      The recovery of unclaimed property relates to refunds receivable for
unclaimed property in a state where we previously conducted business. In January
2007, we filed for refunds of approximately $21,700 and in June 2007 were
notified that $18,624 of the refund claims had been approved for payment. The
amount was received in July 2007. All claims were accepted as an additional
$3,167 was received in the fourth quarter of 2007.



                                       8

<PAGE>


                               CDSI HOLDINGS INC.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS - (CONTINUED)


Liquidity and Capital Resources

      At September 30, 2008 the Company had an accumulated deficit of
$8,223,593. The Company has reported an operating loss in each of its fiscal
quarters since inception and it expects to continue to incur operating losses in
the immediate future. The Company has reduced operating expenses and is seeking
acquisition and investment opportunities. No assurance can be given that the
Company will not continue to incur operating losses.

      The Company has limited available cash, limited cash flow, limited liquid
assets and no credit facilities. The Company has not been able to generate
sufficient cash from operations and, as a consequence, financing has been
required to fund ongoing operations. Since completion of the Company's initial
public offering of its common stock (the "IPO") in May 1997, the Company has
primarily financed its operations with the net proceeds of the IPO. The funds
were used to complete the introduction of the PC411 Service over the Internet,
to expand marketing, sales and advertising, to develop or acquire new services
or databases, to acquire CDS and for general corporate purposes.

      Cash used for operations for the nine months ended September 30, 2008 and
2007 was $25,737 and $8,235, respectively. The increase was primarily the result
of the recovery of unclaimed property of $18,624 in 2007.

      Cash provided from investing activities of $204 for the nine months ended
September 30, 2007 consisted of gains on the sale of 2,800 shares of Dialog
Common Stock.

      The Company does not expect significant capital expenditures during the
year ended December 31, 2008.

      At September 30, 2008, the Company had cash and cash equivalents of
$24,551. The Company does not currently have any commitments for any additional
financing, and there can be no assurance that any such commitments can be
obtained. Any additional equity financing may be dilutive to its existing
stockholders, and debt financing, if available, may involve pledging some or all
of its assets and may contain restrictive covenants with respect to raising
future capital and other financial and operational matters.

      Inflation and changing prices had no material impact on revenues or the
results of operations for the nine months ended September 30, 2008 and 2007.

      We are not authorized to transact business in any state other than
Delaware, which is our state of incorporation. We received an inquiry from the
Florida Department of State inquiring whether we should have registered with the
Florida Department of State in previous years, beginning in 1998. We have
responded to the inquiry and believe our activities in prior years did not meet
the requirements for such registration; however, no assurance can be provided
that our position will be accepted by the Florida Department of State. We are
unable to quantify the amount of any registration fees and other costs
attributable to any failure to register and have not accrued any amounts in our
condensed financial statements related to such inquiry.

      Management is currently evaluating alternatives to supplement the
Company's present cash and cash equivalents to meet its liquidity requirements
over the next twelve months. Such alternatives include seeking additional
investors and/or lenders and may include an investment or loan from Vector Group
Ltd., our principal stockholder. Although there can be no assurance, the Company
believes that it will be able to continue as a going concern for the next twelve
months.




                                       9
<PAGE>

                               CDSI HOLDINGS INC.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS - (CONTINUED)



      The Company or its affiliates, including Vector Group Ltd., may, from time
to time, based upon present market conditions, purchase shares of the Common
Stock in the open market or in privately negotiated transactions.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      The Company and its representatives may from time to time make oral or
written "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"), including any
statements that may be contained in the foregoing "Management's Discussion and
Analysis of Financial Condition and Results of Operations", in this report and
in other filings with the Securities and Exchange Commission and in its reports
to stockholders, which represent the Company's expectations or beliefs with
respect to future events and financial performance. These forward-looking
statements are subject to certain risks and uncertainties and, in connection
with the "safe-harbor" provisions of the Reform Act, the Company has identified
under "Risk Factors" in Item 1 of the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2007 filed with the Securities and Exchange
Commission and in this section important factors that could cause actual results
to differ materially from those contained in any forward-looking statements made
by or on behalf of the Company.

      The Company's plans and objectives are based, in part, on assumptions
involving judgments with respect to, among other things, future economic,
competitive and market conditions and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
the control of the Company. Although the Company believes that its assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could prove inaccurate and, therefore, there can be no assurance that the
forward-looking statements included in this report will prove to be accurate. In
light of the significant uncertainties inherent in the forward-looking
statements included herein, particularly in view of the Company's limited
operations, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved. Readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date on
which such statements are made. The Company does not undertake to update any
forward-looking statement that may be made from time to time on its behalf.




                                       10
<PAGE>





ITEM 4T.  CONTROLS AND PROCEDURES

      Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
have evaluated the effectiveness of our disclosure controls and procedures as of
the end of the period covered by this report, and, based on their evaluation,
our principal executive officer and principal financial officer have concluded
that these controls and procedures are effective.

      There were no changes in our internal control over financial reporting
during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.



                                       11
<PAGE>







                               CDSI HOLDINGS INC.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

      Reference is made to Note 6 to our unaudited condensed financial
statements.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         No securities of ours which were not registered under the Securities
           Act of 1933 have been issued or sold by us during the three months
           ended September 30, 2008.

         No securities of ours were repurchased by us or our affiliated
           purchasers during the three months ended September 30, 2008.


Item 6.  Exhibits

         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.







                                       12

<PAGE>



                                    SIGNATURE



      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                           CDSI HOLDINGS INC.
                                           (Registrant)



Date:    November 14, 2008                 By:  /s/ J. Bryant Kirkland III
                                                --------------------------------
                                                J. Bryant Kirkland III
                                                Vice President, Treasurer
                                                and Chief Financial Officer
                                                (Duly Authorized Officer and
                                                Chief Accounting Officer)




                                       13