<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 JUNE 30, 2005

                        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  AUGUST 9, 2005, 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 JUNE 30, 2004


                                TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

                                                                            Page
                                                                            ----

Item 1.   Condensed Consolidated Financial Statements (Unaudited):

          Condensed Consolidated Balance Sheets as of June 30, 2005
              and December 31, 2004......................................... 2

          Condensed Consolidated Statements of Operations for the
              three months and six months ended June 30, 2005 and
              2004.......................................................... 3

          Condensed Consolidated Statements of Cash Flows for the
              six months ended June 30, 2005 and 2004....................... 4

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

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

Item 3.   Controls and Procedures........................................... 13


PART II. OTHER INFORMATION

Item 6.   Exhibits  ........................................................ 14

SIGNATURE................................................................... 15




<PAGE>
                               CDSI HOLDINGS INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                     June 30,             December 31,
                                                                       2005                  2004
                                                                    -----------           -----------
<S>                                                                 <C>                   <C>
                                ASSETS:

Current assets:
    Cash and cash equivalents ............................          $   105,076           $   122,946
    Investment securities available for sale .............                3,640                10,500
                                                                    -----------           -----------

         Total assets ....................................          $   108,716           $   133,446
                                                                    ===========           ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses ................          $     5,550           $     7,350
                                                                    -----------           -----------

         Total current liabilities .......................                5,550                 7,350
                                                                    -----------           -----------

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 ..................................           (8,141,618)           (8,125,548)
    Accumulated other comprehensive income ...............                3,640                10,500
                                                                    -----------           -----------

         Total stockholders' equity ......................              103,166               126,096
                                                                    -----------           -----------

         Total liabilities and stockholders' equity ......          $   108,716           $   133,446
                                                                    ===========           ===========

</TABLE>



      See accompanying Notes to Condensed Consolidated Financial Statements



                                       2
<PAGE>

                               CDSI HOLDINGS INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                             Three Months Ended                           Six Months Ended
                                                     ---------------------------------           ---------------------------------
                                                       June 30,             June 30,              June 30,              June 30,
                                                         2005                 2004                  2005                  2004
                                                     -----------           -----------           -----------           -----------
<S>                                                  <C>                   <C>                   <C>                   <C>
Revenues ..................................          $        --           $        --           $        --           $        --

Cost and expenses:
     General and administrative ...........                9,398                13,156                17,506                25,436
                                                     -----------           -----------           -----------           -----------
                                                           9,398                13,156                17,506                25,436
                                                     -----------           -----------           -----------           -----------

Operating loss ............................               (9,398)              (13,156)              (17,506)              (25,436)
                                                     -----------           -----------           -----------           -----------

     Interest income ......................                  753                   323                 1,436                   717
                                                     -----------           -----------           -----------           -----------

Net loss ..................................          $    (8,645)          $   (12,833)          $   (16,070)          $   (24,719)
                                                     ===========           ===========           ===========           ===========

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

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 Consolidated Financial Statements




                                       3
<PAGE>

                               CDSI HOLDINGS INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     Six Months Ended
                                                              -----------------------------
                                                               June 30,           June 30,
                                                                 2005               2004
                                                              ---------           ---------
<S>                                                           <C>                 <C>
Cash flows from operating activities:
   Net loss ........................................          $ (16,070)          $ (24,719)
   Decrease in accounts payable and accrued expenses             (1,800)             (3,900)
                                                              ---------           ---------

Net cash used in operating activities ..............            (17,870)            (28,619)
                                                              ---------           ---------

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

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

Net decrease in cash and cash equivalents ..........            (17,870)            (28,619)
Cash and cash equivalents at beginning of period ...            122,946             164,334
                                                              ---------           ---------

Cash and cash equivalents at end of period .........          $ 105,076           $ 135,715
                                                              =========           =========



</TABLE>






      See accompanying Notes to Condensed Consolidated Financial Statements



                                       4
<PAGE>
                               CDSI HOLDINGS INC.

              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. Effective November 12, 2003, the Company and its
       wholly-owned subsidiary CDS merged with the Company as the surviving
       corporation.

       At June 30, 2005, the Company had an accumulated deficit of $8,141,618.
       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 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. 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 June 30, 2005 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 June 30, 2005 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,
       2004 included in the Company's Form 10-KSB filed with the Securities and
       Exchange Commission (Commission File No. 0001-22563).




                                       5
<PAGE>
                               CDSI HOLDINGS INC.

       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 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 is




                                       6
<PAGE>
                               CDSI HOLDINGS INC.

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


       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 shares into 330,000 shares of Dialog Common Stock. The Company
       sold 50,000 shares of Dialog stock for $4,888 in the third quarter of
       2004. See Note 4. Based on public filings by Dialog, management currently
       estimates that CDSI's interest in Dialog is approximately 0.05% on a
       fully-diluted basis.

(4)    INVESTMENT SECURITIES AVAILABLE FOR SALE

       The Company's 280,000 shares of Dialog Common Stock may be sold by the
       Company pursuant to Rule 144(k) of the Securities Act of 1933. See Note
       3. In accordance with Statement of Financial Accounting Standards No.
       115, "Accounting for Certain Investments in Debt and Equity Securities",
       the Company has classified these shares as "Investment Securities
       Available for Sale" as of June 30, 2005. The Dialog Common Stock is
       carried at fair value, based on the last trade prior to June 30, 2005,
       and net unrealized gains are included as a component of stockholders'
       equity. However, no assurance can be given that the Company will
       ultimately realize fair value for its Dialog shares as there is only a
       limited trading market for the shares and the Company may not be able to
       sell any material portion of its shares at prevailing market prices.


(5)    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.


(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 653,333
       shares at June 30, 2005 and 2004, 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.




                                       7
<PAGE>
                               CDSI HOLDINGS INC.

       NOTES TO CONDENSED CONSOLIDATED 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 income. Comprehensive loss applicable to Common Shares
       for the three and six months ended June 30, 2005 and 2004 is as follows:

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED JUNE 30,         SIX MONTHS ENDED JUNE 30,
                                               ----------------------------       ----------------------------
                                                   2005             2004              2005             2004
                                               ---------         ----------       ----------        ----------
<S>                                            <C>               <C>              <C>               <C>
      Net loss..........................       $  (8,645)        $  (12,833)      $  (16,070)       $  (24,719)
      Net change in unrealized gain
         on investment securities.......            (280)            (4,950)          (6,860)           (8,250)
                                               ---------         ----------       ----------        ----------

         Comprehensive loss.............       $  (8,925)        $  (17,783)      $  (22,930)       $  (32,969)
                                               =========         ==========       ==========        ==========
</TABLE>






                                       8
<PAGE>

                               CDSI HOLDINGS INC.


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
0.05% interest in Dialog on a fully diluted basis. Dialog is registered under
the Securities Exchange Act of 1934 and is required to file periodic and other
information with the Securities and Exchange Commission (symbol "DLGG").
However, Dialog was delinquent in filing its Form 10-QSB for the quarter ended
September 30, 2003 which was not filed until January 26, 2004. As a result, its
Common Stock was delisted, effective December 31, 2003, from trading on the NASD
OTC Bulletin Board. Dialog was also delinquent in filing its Form 10-KSB for the
year ended December 31, 2003, which was not filed until April 29, 2004.
Effective February 8, 2005, Dialog's Common Stock resumed trading on the NASD
OTC Bulletin Board.

         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 unaudited condensed consolidated 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 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. The Company sold 50,000 shares of Dialog
stock for $4,888 in the third quarter of 2004. The Company's remaining 280,000
Dialog shares may be sold by the Company pursuant to Rule 144(k) of the
Securities Act of 1933. See Notes 3 and 4 to the unaudited condensed
consolidated financial statements.




                                       9
<PAGE>
                               CDSI HOLDINGS INC.


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

RESULTS OF OPERATIONS

         REVENUES

         For the three and six months ended June 30, 2005 and 2004, the Company
did not generate revenues from operations.

         EXPENSES

         Expenses associated with corporate activities were $9,398 and $17,506
for the three and six months ended June 30, 2005, respectively, as compared to
$13,156 and $25,436 for the same periods in the prior year. The expenses were
primarily associated with costs necessary to maintain a public company. The
decrease in expenses in the 2005 period primarily relates to lower audit fees
accrued for CDSI's 2005 annual audit as a result of CDSI changing independent
registered public accounting firms in the third quarter of 2004 and lower
printing expenses in 2005 versus 2004.

         INTEREST INCOME

         Interest income was $753 and $1,436 for the three and six months ended
June 30, 2005, compared to $323 and $717 for the three and six months ended June
30, 2004. The increase is due primarily to higher prevailing interest rates
offset by lower cash balances in 2005 versus 2004.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 2005, the Company had an accumulated deficit of $8,141,618.
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 six months ended June 30, 2005 and
2004 was $17,870 and $28,619, respectively. The decrease is associated primarily
with a lower net loss and the timing of payments of accounts payable and accrued
liabilities. The Company evaluates its accruals on a quarterly basis and makes
adjustments when appropriate.




                                       10
<PAGE>
                               CDSI HOLDINGS INC.


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


         The Company does not expect significant capital expenditures during the
year ended December 31, 2005.

         At June 30, 2005, the Company had cash and cash equivalents of
$105,076.

         Inflation and changing prices had no material impact on revenues or the
results of operations for the six months ended June 30, 2005 and 2004.

         The Company's 280,000 shares of Dialog Common Stock may be sold
pursuant to Rule 144(k) of the Securities Act of 1933. In accordance with
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities", the Company has classified these
shares as "Investment Securities Available for Sale" as of June 30, 2005. The
Dialog Common Stock is carried at fair value ($3,640), based on the last trade
prior to June 30, 2005, and net unrealized gains are included as a component of
stockholders' equity. However, no assurance can be given that the Company will
ultimately realize fair value for its Dialog shares as there is only a limited
trading market for the shares and the Company may not be able to sell any
material portion of its shares at prevailing market prices. No assurances can be
given that an orderly trading market will be maintained for Dialog's Common
Stock. Dialog was delinquent in filing a quarterly report with the Securities
and Exchange Commission and, as a result, its Common Stock was delisted,
effective December 31, 2003, from the NASD OTC Bulletin Board. Following the
delisting, the Dialog shares traded on the OTC Pink Sheets until the shares
resumed trading on the NASD OTC Bulletin Board on February 8, 2005. Dialog was
also delinquent in filing its Form 10-KSB for the year ended December 31, 2003,
which was not filed until April 29, 2004. The Company sold 50,000 shares of
Dialog stock for $4,888 in the third quarter of 2004.

         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 shares of Dialog Common Stock held
by the Company. 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.



                                       11
<PAGE>
                               CDSI HOLDINGS INC.


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

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 for the year ended
December 31, 2004 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.



                                       12
<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.




                                       13
<PAGE>
                               CDSI HOLDINGS INC.


                           PART II. OTHER INFORMATION

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.





                                       14
<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: August 9, 2005                   By: /s/ J. BRYANT KIRKLAND III
                                           -------------------------------------
                                           J. Bryant Kirkland III
                                           Vice President, Treasurer
                                           and Chief Financial Officer
                                           (Duly Authorized Officer and
                                              Chief Accounting Officer)



                                       15