<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB


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

                 For the Quarterly Period Ended March 31, 2007

                       Commission File Number 0001-22563



                               CDSI HOLDINGS INC.
       (Exact name of small business issuer 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
                (Issuer's telephone number, including area code)


     Check whether the issuer (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 shell company (as
defined in Rule 12b-2 of the Exchange Act).

Yes   X      No
    -----        ------

     As of May 11, 2007, 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-QSB
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007


                                TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

<Table>
<Caption>
                                                                                 Page
                                                                                 ----
<S>                 <C>                                                          <C>
Item 1.     Condensed Financial Statements (Unaudited):

            Condensed Balance Sheets as of March 31,
                2007 and December 31, 2006....................................     3

            Condensed Statements of Operations for
                the three months ended March 31, 2007 and 2006................     4

            Condensed Statements of Cash Flows for
                the three months ended March 31, 2007 and 2006................     5

            Notes to Condensed Quarterly Financial
                Statements....................................................     6

Item 2.     Management's Discussion and Analysis of Financial
                Condition and Results of Operations...........................    11

Item 3.     Controls and Procedures...........................................    15

PART II. OTHER INFORMATION


Item 1.     Legal Proceedings.................................................    16

Item 6.     Exhibits..........................................................    16

SIGNATURE.....................................................................    17
</Table>



                                       2
<PAGE>


                               CDSI HOLDINGS INC.

                            CONDENSED BALANCE SHEETS
                                   (Unaudited)




<Table>
<Caption>
                                                                            March 31,     December 31,
                                                                         -------------    -------------
                                                                              2007           2006
                                                                         -------------    -------------
<S>                                                                      <C>              <C>
                                ASSETS:

Current assets:
    Cash and cash equivalents ........................................   $      55,951    $      61,812
    Investment securities available for sale .........................             168              224
                                                                         -------------    -------------

         Total assets ................................................   $      56,119    $      62,036
                                                                         =============    =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
    Accounts payable and accrued expenses ............................   $      10,978    $       7,600
                                                                         -------------    -------------

         Total current liabilities ...................................          10,978            7,600
                                                                         -------------    -------------

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 ..............................................      (8,196,171)      (8,186,932)
    Accumulated other comprehensive income ...........................             168              224
                                                                         -------------    -------------

         Total stockholders' equity ..................................          45,141           54,436
                                                                         -------------    -------------

         Total liabilities and stockholders' equity ..................   $      56,119    $      62,036
                                                                         =============    =============
</Table>




            See accompanying Notes to Condensed Financial Statements



                                       3

<PAGE>


                               CDSI HOLDINGS INC.

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<Table>
<Caption>
                                                           Three Months Ended March 31,
                                                          ------------------------------
                                                              2007             2006
                                                          -------------    -------------
<S>                                                       <C>              <C>
Revenues ..............................................   $        --      $        --

Expenses:
     General and administrative .......................           9,951            8,956
                                                          -------------    -------------
                                                                  9,951            8,956
                                                          -------------    -------------

Operating loss ........................................          (9,951)          (8,956)
                                                          -------------    -------------

     Interest income ..................................             712              931
                                                          -------------    -------------

Net loss ..............................................   $      (9,239)   $      (8,025)
                                                          =============    =============

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

Shares used in computing net loss per share ...........       3,120,000        3,120,000
                                                          =============    =============
</Table>




            See accompanying Notes to Condensed Financial Statements



                                       4


<PAGE>


                               CDSI HOLDINGS INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<Table>
<Caption>
                                                                                    Three Months Ended March 31,
                                                                                   ------------------------------
                                                                                       2007              2006
                                                                                   -------------    -------------
<S>                                                                                <C>              <C>
Cash flows from operating activities:
   Net loss ....................................................................   $      (9,239)   $      (8,025)
   Increase in accounts payable and accrued expenses ...........................           3,378            3,100
                                                                                   -------------    -------------

Net cash used in operating activities ..........................................          (5,861)          (4,925)
                                                                                   -------------    -------------

Net cash from investing activities .............................................              --               --
                                                                                   -------------    -------------

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

Net decrease in cash and cash equivalents ......................................          (5,861)          (4,925)
Cash and cash equivalents at beginning of period ...............................          61,812           91,660
                                                                                   -------------    -------------

Cash and cash equivalents at end of period .....................................   $      55,951    $      86,735
                                                                                   =============    =============
</Table>




            See accompanying Notes to Condensed Financial Statements



                                       5

<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 transmits 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 March 31, 2007, the Company had an accumulated deficit of approximately
     $8,196,171. 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 March 31, 2007
     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 March 31, 2007 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 condensed financial statements should be read in conjunction with the
     audited financial statements and notes thereto for the year ended December
     31, 2006 included in the Company's Form 10-KSB, as amended, filed with the
     Securities and Exchange Commission (Commission File No. 0001-22563).



                                       6
<PAGE>


                               CDSI HOLDINGS INC.

              NOTES TO CONDENSED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)



     USE OF ESTIMATES

     The preparation of the condensed financial statements in conformity with
     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 condensed financial statements and the reported amounts of revenue
     and expenses during the reporting period. Actual results could differ from
     those estimates.

(3)  THINKDIRECTMARKETING TRANSACTION

     On November 5, 1998, the Company contributed the non-cash assets and
     certain liabilities of the PC411 Service to ThinkDirectMarketing, Inc.
     ("TDMI") (formerly known as Digital Asset Management, Inc.). The Company
     received preferred stock representing an initial 42.5% interest in TDMI in
     exchange for the contribution of the PC411 Service's net assets. The
     Company's carrying value in the net assets contributed to TDMI totaled
     $73,438. The Company recorded $462,360 as a capital contribution in
     connection with the transaction, which represented the Company's 42.5%
     interest in the capital raised by TDMI in excess of the carrying value of
     the Company's net assets contributed to TDMI. The Company agreed, under
     certain conditions, to fund up to $200,000 of an $800,000 working capital
     line. The Company funded $100,000 of the working capital line in the second
     quarter of 1999. In July 1999, the Company agreed to extend the maturity of
     its working capital line and was released from any further obligation to
     fund additional amounts under the working capital line.

     In October 2000, TDMI and Cater Barnard plc (formerly known as
     VoyagerIT.com) entered into an agreement whereby Cater Barnard purchased
     for $5,000,000 shares of TDMI's convertible preferred stock and convertible
     notes on various dates between November 10, 2000 and June 8, 2001. On
     October 16, 2001, Cater Barnard agreed to use its best efforts to fund an
     additional $1,250,000 to TDMI by January 31, 2002 and on the same date, the
     TDMI stockholders granted Cater Barnard an option to purchase by January
     31, 2002 all of TDMI's common stock not held by Cater Barnard for an
     aggregate purchase price of 78,750 shares of Convertible Preferred Stock of
     Dialog Group Inc. ("Dialog", formerly known as IMX Pharmaceuticals, Inc.).
     Dialog was then a majority-owned subsidiary of Cater Barnard to which Cater
     Barnard had transferred its interest in TDMI. The preferred stock was
     initially convertible into 1,575,000 shares of Dialog Common Stock.

     On January 31, 2002, Dialog acquired all the shares of TDMI it did not
     already own by exercising the option previously granted to Cater Barnard.
     CDSI received 8,250 shares of Dialog Class B Convertible Preferred Stock in
     exchange for its interest in TDMI. Each share of Dialog Class B Preferred
     Stock was entitled to receive an annual dividend of $4.00 on December 31 of
     each year. The dividend was payable at the option of Dialog in shares of
     its Common Stock. The shares of Dialog Class B Preferred Stock to be
     received by the Company were initially convertible into 165,000 shares of
     Dialog Common Stock.

     On November 4, 2002, the holders of Dialog Class B Preferred Stock and
     Dialog agreed to (i) increase the number of common shares into which the
     Dialog Class B Preferred Stock was convertible from 1,575,000 to 3,150,000
     and (ii) eliminate the annual dividend on the Class B Preferred Stock. As a
     result, the Class B Preferred Stock held by CDSI became convertible into
     330,000 shares of Dialog Common Stock and, on February 7, 2003, CDSI
     converted its preferred



                                       7
<PAGE>



                               CDSI HOLDINGS INC.

              NOTES TO CONDENSED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)



     shares into 330,000 shares of Dialog Common Stock. The Company sold 50,000
     shares of Dialog stock for $4,888 in 2004 (500 shares adjusted for reverse
     stock split). See Note 4. On September 18, 2006, Dialog effected a
     1-for-100 reverse stock split. On April 10, 2007, the Company sold its
     remaining 2,800 shares of Dialog stock for $204.


(4)  INVESTMENT SECURITIES AVAILABLE FOR SALE

     In accordance with Statement of Financial Accounting Standards No. 115,
     "Accounting for Certain Investments in Debt and Equity Securities", the
     Company has classified its 2,800 shares of Dialog Common Stock as
     "Investment Securities Available for Sale" as of March 31, 2007. The Dialog
     Common Stock is carried at fair value, based on the last trade prior to
     March 31, 2007 and net unrealized gains are included as a component of
     stockholders' equity. On April 10, 2007, the Company sold its remaining
     2,800 shares of Dialog stock for $204. See Note 3.


(5)  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.

(6)  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 153,333
     shares at March 31, 2007 and 653,333 shares at March 31, 2006 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.


                                       8

<PAGE>
                               CDSI HOLDINGS INC.

              NOTES TO CONDENSED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)



(7)  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 months ended March 31, 2007 and 2006 is as follows:

<Table>
<Caption>
                                                                              Three Months Ended   Three Months Ended
                                                                                March 31, 2007       March 31, 2006
                                                                              ------------------   ------------------
<S>                                                                           <C>                  <C>
     Net loss .............................................................     $      (9,239)       $      (8,025)

     Change in unrealized gain on investment securities ...................               (56)                (700)
                                                                                -------------        -------------

     Total comprehensive loss .............................................     $      (9,295)       $      (8,725)
                                                                                =============        =============
</Table>


(8)  STOCK OPTIONS

     In 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment"
     ("SFAS No. 123R"). SFAS No. 123R requires companies to measure compensation
     cost for share-based payments at fair value. The Company adopted this new
     standard, prospectively, on January 1, 2007. Because all options
     outstanding were fully vested at January 1, 2006, there was no impact on
     the Company's condensed financial statements.

     In addition to the options issued to employees, the Company had granted New
     Valley LLC, a wholly-owned subsidiary of Vector, options to acquire 500,000
     shares of Common Stock at $5.75 per share, which fully vested upon the
     completion of the Company's initial public offering in May 1997. The
     options expired in March 2007.

(9)  INCOME TAXES

     On January 1, 2007, the Company adopted the Financial Accounting Standards
     Board's Interpretation No. 48, "Accounting for Uncertainty in Income Taxes
     (an interpretation of FASB Statement No. 109) ("FIN No. 48")." The Company
     did not recognize any adjustment in the liability for unrecognized tax
     benefits that impacted its December 31, 2006 accumulated deficit. The
     Company did not have any unrecognized tax benefits as of January 1, 2007 or
     March 31, 2007.

     The Company files U.S. federal income tax returns and tax returns in
     various states. The Company's tax returns have never been audited.

     The Company classifies all interest and penalties as income tax expense.



                                       9

<PAGE>


                               CDSI HOLDINGS INC.

              NOTES TO CONDENSED FINANCIAL STATEMENTS - (Continued)
                                   (Unaudited)



(10)   CONTINGENCIES

       As of March 31, 2007, 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.

       The Company has recently filed for refunds of approximately $21,700 for
       unclaimed property in a state the Company previously conducted business.
       No assurance can be given that the Company will prevail in receiving such
       refund claims.




                                       10

<PAGE>



                               CDSI HOLDINGS INC.


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

OVERVIEW

     The Company intends to seek new business opportunities. As the Company has
only limited cash resources, the Company'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.

THINKDIRECTMARKETING, INC.

     On November 5, 1998, the Company contributed substantially all the non-cash
assets and certain liabilities related to its on-line electronic delivery
information service to TDMI, and received preferred stock of TDMI. See Note 3 to
the Condensed Financial Statements for additional information concerning the
Company's former investment in TDMI.

     On January 31, 2002, Dialog acquired all the shares of TDMI it did not
already own by exercising an option previously granted by the remaining TDMI
stockholders. The Company received convertible preferred stock of Dialog in
exchange for its interest in TDMI, and, on February 7, 2003, CDSI converted its
Class B Preferred Shares into 330,000 shares of Dialog Common Stock. The Company
sold 50,000 shares of Dialog stock (500 shares adjusted for reverse stock split)
for $4,888 in 2004. On September 18, 2006, Dialog effected a 1-for-100 reverse
stock split. On April 10, 2007, the Company sold its remaining 2,800 shares of
Dialog stock for $204. See Notes 3 and 4 to the Condensed Financial Statements.


RESULTS OF OPERATIONS

     REVENUES

     For the three months ended March 31, 2007 and 2006, the Company did not
generate revenues from operations.



                                       11


<PAGE>


                               CDSI HOLDINGS INC.


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


     EXPENSES

     Expenses associated with corporate activities were $9,951 for the three
months ended March 31, 2007, as compared to $8,956 for the same period in the
prior year. The amounts were primarily due to the costs necessary to maintain a
public company. The increase in expenses in the 2007 period primarily relates to
increased audit fees accrued for CDSI's 2007 annual audit as a result of
inflationary increases from 2006.

     OTHER INCOME

     Interest income was $712 for the three months ended March 31, 2007,
compared to $931 for the three months ended March 31, 2006. The decrease is due
primarily to lower cash balances offset by higher prevailing interest rates in
2007 versus 2006.

LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 2007, the Company had an accumulated deficit of approximately
$8.2 million. 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 Controlled Distribution Systems, Inc. and for general
corporate purposes.

     Cash used for operations for the three months ended March 31, 2007 and 2006
was $5,861 and $4,925, respectively. The increase is associated primarily with
the increased net loss.

     The Company does not expect significant capital expenditures during the
year ended December 31, 2007.

     At March 31, 2007, the Company had cash and cash equivalents of $55,951.
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 periods ended March 31, 2007 and 2006.



                                       12
<PAGE>

                               CDSI HOLDINGS INC.


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


     The Company's 2,800 shares of Dialog Common Stock have been classified as
"Investment Securities Available for Sale" as of March 31, 2007 in accordance
with Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities" and are carried at fair value
($168). Net unrealized gains are included as a component of stockholders'
equity. On January 8, 2007, the Dialog reported that it had completed the sale
of substantially all of its operating assets. On April 10, 2007, the Company
sold its remaining 2,800 shares of Dialog stock for $204.

     We are not authorized to transact business in any state other than
Delaware, which is its state of incorporation. We received an inquiry from the
Florida Department of State inquiring whether we should have registered with the
FDS in previous years, beginning in 1998. In March 2006, we responded to the
inquiry and stated we believe our activities in previous years did not meet the
requirements for such registration; however, no assurance can be provided that
our position will be accepted. 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.

     We have recently filed for refunds of approximately $21,700 for unclaimed
property in a state we previously conducted business. No assurance can be given
that we will prevail in receiving such refund claims.

     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. 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.

     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 Form 10-KSB, as amended, for the
year ended December 31, 2006 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


                                       13

<PAGE>

                               CDSI HOLDINGS INC.


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

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.


                                       14

<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

     Under the supervision and with the participation of the Company's
management, including its principal executive officer and principal financial
officer, the Company has evaluated the effectiveness of its disclosure controls
and procedures as of the end of the period covered by this report, and, based on
that evaluation, its principal executive officer and principal financial officer
have concluded that these controls and procedures are effective. There were no
changes in the Company's internal control over financial reporting during the
period covered by this report that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting.

     Disclosure controls and procedures are the Company's controls and other
procedures that are designed to ensure that information required to be disclosed
by it in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by it in the reports that it
files or submits under the Exchange Act is accumulated and communicated to its
management, including its principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding disclosure.


                                       15


<PAGE>

                               CDSI HOLDINGS INC.


                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     Reference is made to Note 10 to our unaudited condensed financial
statements.

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.





                                       16
<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:   May 11, 2007                     By:   /s/ J. Bryant Kirkland III
                                               -----------------------------
                                               J. Bryant Kirkland III
                                               Vice President, Treasurer
                                               and Chief Financial Officer
                                               (Duly Authorized Officer and
                                                  Chief Accounting Officer)



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