<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, 2003

                        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 [ ]


     AS OF MAY 15, 2003, THERE WERE OUTSTANDING 3,120,000 SHARES OF THE ISSUER'S
COMMON STOCK, $.01 PAR VALUE.


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


<PAGE>



                       CDSI HOLDINGS INC. AND SUBSIDIARIES
                         QUARTERLY REPORT ON FORM 10-QSB
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                             PAGE
                                                                             ----

<S>                                                                          <C>
PART I. FINANCIAL INFORMATION

Item 1.   Condensed Consolidated Financial Statements (Unaudited):

          Condensed Consolidated Balance Sheets as of March 31,
              2003 and December 31, 2002....................................    3

          Condensed Consolidated Statements of Operations for
              the three months ended March 31, 2003 and 2002................    4

          Condensed Consolidated Statements of Cash Flows for
              the three months ended March 31, 2003 and 2002................    5

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

Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations...........................    9

Item 3.   Controls and Procedures...........................................   12

PART  II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds.........................    13

Item 6.  Exhibits and Reports on Form 8-K..................................    13

SIGNATURE................................................................      14

CERTIFICATIONS...........................................................      15

</TABLE>

                                       2
<PAGE>


                       CDSI HOLDINGS INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                      March 31,              December 31,
                                                                        2003                     2002
                                                                      -----------             -----------

<S>                                                                   <C>                     <C>
                                ASSETS:

Current assets:
    Cash and cash equivalents ............................            $   208,142             $   215,087
                                                                      -----------             -----------

         Total assets ....................................            $   208,142             $   215,087
                                                                      ===========             ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses ................            $    20,926             $    14,106
                                                                      -----------             -----------

         Total current liabilities .......................                 20,926                  14,106
                                                                      -----------             -----------

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 ..................................             (8,053,928)             (8,040,163)
                                                                      -----------             -----------

         Total stockholders' equity ......................                187,216                 200,981
                                                                      -----------             -----------

         Total liabilities and stockholders' equity ......            $   208,142             $   215,087
                                                                      ===========             ===========


</TABLE>


      See accompanying Notes to Condensed Consolidated Financial Statements




                                       3
<PAGE>


                       CDSI HOLDINGS INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                          Three Months Ended March 31,
                                                       -----------------------------------
                                                           2003                    2002
                                                       -----------             -----------
<S>                                                    <C>                     <C>
Revenues ..................................            $        --             $        --

Expenses:
     General and administrative ...........                 14,428                   8,920
                                                       -----------             -----------
                                                            14,428                   8,920
                                                       -----------             -----------

Operating loss ............................                (14,428)                 (8,920)
                                                       -----------             -----------

     Interest income ......................                    663                     528
                                                       -----------             -----------

Net loss ..................................            $   (13,765)            $    (8,392)
                                                       ===========             ===========

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 Consolidated Financial Statements




                                       4
<PAGE>


                       CDSI HOLDINGS INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                             Three Months Ended March 31,
                                                                           --------------------------------
                                                                             2003                  2002
                                                                           ---------             ---------
<S>                                                                        <C>                   <C>
Cash flows from operating activities:
   Net loss ...................................................            $ (13,765)            $  (8,392)
   Increase (decrease) in accounts payable and accrued expenses                6,820                  (999)
                                                                           ---------             ---------

Net cash used in operating activities .........................               (6,945)               (9,391)
                                                                           ---------             ---------

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

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

Net decrease in cash and cash equivalents .....................               (6,945)               (9,391)
Cash and cash equivalents at beginning of period ..............              215,087               265,685
                                                                           ---------             ---------

Cash and cash equivalents at end of period ....................            $ 208,142             $ 256,294
                                                                           =========             =========



</TABLE>






      See accompanying Notes to Condensed Consolidated Financial Statements




                                       5
<PAGE>


                       CDSI HOLDINGS INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED 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.

       At March 31, 2003, the Company had an accumulated deficit of
       approximately $8.1 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.

       CDSI intends to explore investments in other 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. As of the date of this report, the Company has not identified
       any potential acquisition or investment. 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 financial statements of the Company as of March 31, 2003 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, 2003 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 financial statements should be read in conjunction with the audited
       financial statements and notes thereto for the year ended December 31,
       2002 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. AND SUBSIDIARIES

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


       USE OF ESTIMATES

       The preparation of the 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
       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 is 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, which trades on the NASD OTC
       Electronic Bulletin Board under the symbol "DLGG". 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 is convertible from 1,575,000 to 3,150,000
       and (ii) eliminate the annual dividend on the Class B Preferred Stock. As


                                       7
<PAGE>

                       CDSI HOLDINGS INC. AND SUBSIDIARIES

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



       a result, the Class B Preferred Stock held by CDSI became convertible
       into 330,000 shares of Dialog Common Stock. Based on public filings by
       Dialog, management estimates that CDSI's interest in Dialog is
       approximately 0.4% on a fully-diluted basis. On February 7, 2003, CDSI
       converted its preferred shares into 330,000 shares of Dialog Common
       Stock.

       Under an Investors' Rights Agreement dated January 31, 2002 between
       Dialog and the former TDMI stockholders, if Dialog receives a written
       request from at least 50% of the former TDMI stockholders to register the
       Dialog Common Stock issuable on conversion of the Dialog Class B
       Preferred Stock, it must use its best efforts to file, within 90 days of
       the receipt of such request, a registration statement covering the
       registration of such securities under the Securities Act of 1933.

       The Company accounted for its non-controlling interest in TDMI using the
       equity basis of accounting since November 5, 1998. In the second quarter
       of 1999, the carrying value of the Company's investment in TDMI,
       including the $100,000 note receivable, was reduced to zero as the
       cumulative equity in TDMI's losses exceeded the Company's investment in
       TDMI. Since the Company had no intention or commitment to fund future
       TDMI losses, commencing in the second quarter of 1999, the Company
       suspended recognizing its share of the additional losses of TDMI. The
       Company recorded income of $100,000 for the year ended December 31, 2001
       in connection with the repayment of the $100,000 note receivable from
       TDMI.


(4)    RELATED PARTY TRANSACTIONS

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

(5)    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 656,788
       and 2,979,288 shares at March 31, 2003 and 2002, respectively, 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. On May 13,
       2002, 2,322,500 of the stock options and warrants outstanding at March
       31, 2002 expired.



                                       8
<PAGE>



                       CDSI HOLDINGS INC. AND SUBSIDIARIES


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

    OVERVIEW

         Based on public filings by Dialog Group Inc. (formerly known as IMX
Pharmaceuticals Inc.), management estimates that the Company owns an approximate
0.4% interest in Dialog on a fully diluted basis. Dialog is a provider of
relationship marketing communications services, business and consumer targeting
databases for the healthcare, financial, and other direct-to-consumer,
direct-to-professional, business markets. The Dialog Common Stock, which trades
on the NASD OTC Electronic Bulletin Board under the symbol "DLGG", is registered
under the Securities Exchange Act of 1934, and Dialog files periodic and other
reports with the Securities and Exchange Commission.

         The Company intends to seek new investments in other 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 Consolidated Financial Statements for additional
information concerning the Company's former investment in TDMI.

         The Company's interest in TDMI was accounted for using the equity
method of accounting. Commencing in the second quarter of 1999, the carrying
value of the Company's investment in TDMI was reduced to zero, and the Company
suspended recognizing its share of the additional losses of TDMI. In the second
quarter of 2001, TDMI repaid a $100,000 note receivable due to the Company. As a
result, the Company recorded $100,000 of income associated with the repayment
for the year ended December 31, 2001.

         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 preferred stock of Dialog in exchange for its
interest in TDMI. The preferred stock was convertible into Dialog common stock
and, on February 7, 2003, CDSI converted its Class B Preferred Shares into
330,000 shares of Dialog Common Stock.

    RESULTS OF OPERATIONS

         REVENUES

         For the three months ended March 31, 2003 and 2002, the Company did not
generate revenues from operations.

         EXPENSES

         Expenses associated with corporate activities were $14,428 for the
three months ended March 31, 2003, as compared to $8,920 for the same period in
the prior year. The amounts were primarily due to the costs necessary to
maintain a public company and the increase in 2003 is due primarily to increased
audit expenses. In addition, the expenses for the three months ended March 31,
2002 have been reduced by adjustments of previously established accruals of
$1,250. These adjustments related to liabilities established when the Company
conducted an on-line electronic directory service. The Company evaluates
accruals on a quarterly basis and adjusts as appropriate.



                                       9
<PAGE>


                       CDSI HOLDINGS INC. AND SUBSIDIARIES

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


         OTHER INCOME

         Interest income was $663 for the three months ended March 31, 2003,
compared to $528 for the three months ended March 31, 2002.

    LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 2003, the Company had an accumulated deficit of
approximately $8.1 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 CDS and for general corporate purposes.

           In connection with the IPO, the Company issued 2,322,500 Redeemable
Class A Warrants (the "Warrants"), including 1,000,000 of which were held by New
Valley. The Warrants, which entitled the holder to purchase one share of Common
Stock at an initial exercise price of $6.10, expired on May 13, 2002.

         Cash used for operations for the three months ended March 31, 2003 and
2002 was $6,945 and $9,391, respectively. The decrease is associated primarily
with the timing of payments of accounts payable and accrued liabilities.
Included in the Company's accrued liabilities as of March 31, 2003 is $1,457 of
liabilities established in the disposal of the Company's former business of
marketing and leasing an inventory control system for tobacco products. The
Company evaluates its accruals on a quarterly basis and makes adjustments when
appropriate.

         The Company does not expect significant capital expenditures during the
year ended December 31, 2003.

         At March 31, 2003, the Company had cash and cash equivalents of
$208,142. 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 three months ended March 31, 2003 and 2002.



                                       10
<PAGE>
                       CDSI HOLDINGS INC. AND SUBSIDIARIES

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


         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 disposing of the share of Dialog Common Stock held
by the Company. On February 7, 2003, the Company converted its Class B Preferred
Shares into Dialog Common Stock, which is traded on the NASD OTC Bulletin Board.
However, there is only a limited trading market for the Dialog shares, and the
Company may not be able to sell any material portion of its shares at prevailing
market prices. 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 New Valley, 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 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 for the year ended
December 31, 2002 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.



                                       11
<PAGE>



ITEM 3. CONTROLS AND PROCEDURES

         The Company's principal executive officer and principal financial
officer have evaluated the effectiveness of the design and operation of the
Company's disclosure controls and procedures within 90 days of the filing date
of this quarterly report and have concluded that these controls and procedures
are effective. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.

         Disclosure controls and procedures are the Company's controls and other
procedures that are designed to ensure that information required to be disclosed
by the Company 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 the Company in the reports
that it files 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.



                                       12
<PAGE>





                       CDSI HOLDINGS INC. AND SUBSIDIARIES


                           PART II. OTHER INFORMATION


Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         No securities of the Company that were not registered under the
         Securities Act of 1933 have been issued or sold by the Company during
         the quarter ended March 31, 2003.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBITS


             99.1   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.

             99.2   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.

         (b) REPORTS ON FORM 8-K

                None







                                       13
<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 15, 2003                    By:   /s/ J. BRYANT KIRKLAND III
                                             ----------------------------------
                                             J. Bryant Kirkland III
                                             Vice President, Treasurer
                                             and Chief Financial Officer
                                             (Duly Authorized Officer and
                                               Chief Accounting Officer)



                                       14
<PAGE>



                                  CERTIFICATION

I, Richard J. Lampen, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of CDSI Holdings Inc.;

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 quarterly 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
      quarterly report (the "Evaluation Date"); and

      c) presented in this quarterly 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
quarterly 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: May 15, 2003


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




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<PAGE>



                                  CERTIFICATION

I, J. Bryant Kirkland III, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of CDSI Holdings Inc.;

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 quarterly 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
      quarterly report (the "Evaluation Date"); and

      c) presented in this quarterly 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
quarterly 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: May 15, 2003


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





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