<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, 2004

                        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 APRIL 30, 2004, 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, 2004

                                TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                      <C>
Item 1.   Condensed Consolidated Financial Statements (Unaudited):

          Condensed Consolidated Balance Sheets as of March 31,
              2004 and December 31, 2003 .............................................     3

          Condensed Consolidated Statements of Operations for
              the three months ended March 31, 2004 and 2003 .........................     4

          Condensed Consolidated Statements of Cash Flows for
              the three months ended March 31, 2004 and 2003 .........................     5

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

Item 2.   Management's Discussion and Analysis of Financial

              Condition and Results of Operations ....................................    10

Item 3.   Controls and Procedures ....................................................    14

PART  II. OTHER INFORMATION

Item 2.   Changes in Securities and Small Business Issuer

                    Purchases of Equity Securities ...................................    15

Item 6.   Exhibits and Reports on Form 8-K ...........................................    15

SIGNATURE ............................................................................    16
</TABLE>


                                       2
<PAGE>
                               CDSI HOLDINGS INC.

                            CONDENSED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 March 31,       December 31,
                                                                   2004              2003
                                                               -----------      -----------
<S>                                                            <C>              <C>
                                ASSETS:

Current assets:
    Cash and cash equivalents ............................     $   145,541      $   164,334
    Investment securities available for sale .............          14,850           18,150
                                                               -----------      -----------

         Total assets ....................................     $   160,391      $   182,484
                                                               ===========      ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses ................     $     6,618      $    13,525
                                                               -----------      -----------

         Total current liabilities .......................           6,618           13,525
                                                               -----------      -----------

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 ..................................      (8,102,221)      (8,090,335)
    Accumulated other comprehensive income ...............          14,850           18,150
                                                               -----------      -----------

         Total stockholders' equity ......................         153,773          168,959
                                                               -----------      -----------

         Total liabilities and stockholders' equity ......     $   160,391      $   182,484
                                                               ===========      ===========
</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,
                                                ----------------------------
                                                   2004             2003
                                                -----------      -----------
<S>                                             <C>              <C>
Revenues ..................................     $      --        $      --

Expenses:
     General and administrative ...........          12,280           14,428
                                                -----------      -----------
                                                     12,280           14,428
                                                -----------      -----------

Operating loss ............................         (12,280)         (14,428)
                                                -----------      -----------

     Interest income ......................             394              663
                                                -----------      -----------

Net loss ..................................     $   (11,886)     $   (13,765)
                                                ===========      ===========

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,
                                                                   ----------------------------
                                                                      2004            2003
                                                                    ---------      ---------
<S>                                                                 <C>            <C>
Cash flows from operating activities:
   Net loss ...................................................     $ (11,886)     $ (13,765)
   Increase (decrease) in accounts payable and accrued expenses        (6,907)         6,820
                                                                    ---------      ---------

Net cash used in operating activities .........................       (18,793)        (6,945)
                                                                    ---------      ---------

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

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

Net decrease in cash and cash equivalents .....................       (18,793)        (6,945)
Cash and cash equivalents at beginning of period ..............       164,334        215,087
                                                                    ---------      ---------

Cash and cash equivalents at end of period ....................     $ 145,541      $ 208,142
                                                                    =========      =========
</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.
         Effective November 12, 2003, the Company and its wholly-owned
         subsidiary CDS merged with the Company as the surviving corporation.

         At March 31, 2004, 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. 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. 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, 2004 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, 2004 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, 2003 included in the Company's Form 10-KSB 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 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 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


                                       7
<PAGE>
                       CDSI HOLDINGS INC. AND SUBSIDIARIES

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

         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. Based on public filings by Dialog, management currently
         estimates that CDSI's interest in Dialog is approximately 0.3% on a
         fully-diluted basis.

         As contemplated by the Investors' Rights Agreement dated January 31,
         2002 between Dialog and the former TDMI stockholders, Dialog filed a
         registration statement on June 25, 2003 with the Securities and
         Exchange Commission to register under the Securities Act of 1933, among
         other things, the Dialog shares held by CDSI as well as the Dialog
         Common Stock issuable on conversion of the Dialog Class B Preferred
         Stock held by the other former TDMI stockholders. The registration
         statement has not yet been declared effective. On August 18, 2003 and
         November 13, 2003, the Company filed a notice of proposed sale under
         Rule 144 of the Securities Act of 1933 with respect to its 330,000
         shares of Dialog Common Stock. None of the shares have been sold by the
         Company as of April 30, 2004. See Note 4.

(4)      INVESTMENT SECURITIES AVAILABLE FOR SALE

         The Company's 330,000 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 March 31, 2004. The Dialog Common
         Stock is carried at fair value, based on the last trade prior to March
         31, 2004, 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
         656,788 shares at March 31, 2004 and 2003, 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.


                                       8
<PAGE>
                       CDSI HOLDINGS INC. AND SUBSIDIARIES

        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 months ended March 31, 2004 and 2003 is as follows:

<TABLE>
<CAPTION>
                                                        THREE MONTHS            THREE MONTHS
                                                            ENDED                   ENDED
                                                       MARCH 31, 2004          MARCH 31, 2003
                                                       --------------          --------------
<S>                                                    <C>                     <C>
Net loss .........................................       $(11,886)               $(13,765)

Change in unrealized gain on investment securities         (3,300)                   --
                                                         --------                --------

Total comprehensive loss .........................       $(15,186)               $(13,765)
                                                         ========                ========
</TABLE>


                                       9


<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
0.3% 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. 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.

            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's Dialog shares may be sold
by the Company pursuant to Rule 144(k) of the Securities Act of 1933. None of
the shares have been sold by the Company as of April 30, 2004. See Notes 3 and 4
to the unaudited condensed consolidated financial statements.


                                       10
<PAGE>


                       CDSI HOLDINGS INC. AND SUBSIDIARIES

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

      RESULTS OF OPERATIONS

            REVENUES

            For the three months ended March 31, 2004 and 2003, the Company did
not generate revenues from operations.

            EXPENSES

            Expenses associated with corporate activities were $12,280 for the
three months ended March 31, 2004, as compared to $14,428 for the same period in
the prior year. The amounts were primarily due to the costs necessary to
maintain a public company. The Company evaluates accruals on a quarterly basis
and adjusts as appropriate.

            OTHER INCOME

            Interest income was $394 for the three months ended March 31, 2004,
compared to $663 for the three months ended March 31, 2003. The decrease is due
primarily to lower prevailing interest rates and lower cash balances in 2004
versus 2003.

      LIQUIDITY AND CAPITAL RESOURCES

            At March 31, 2004, 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.

            Cash used for operations for the three months ended March 31, 2004
and 2003 was $18,793 and $6,945, respectively. The increase 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, 2004
is $525 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, 2004.

            At March 31, 2004, the Company had cash and cash equivalents of
$145,541. The Company does not currently have any commitments for any additional
financing, and there can be no assurance that


                                       11
<PAGE>


                       CDSI HOLDINGS INC. AND SUBSIDIARIES

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


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, 2004 and 2003.

            The Company's 330,000 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 March 31, 2004. The
Dialog Common Stock is carried at fair value ($14,850), based on the last trade
prior to March 31, 2004, 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 as Dialog was delinquent in filing a quarterly report with the Securities
and Exchange Commission and, as a result, its shares have been delisted from 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.

            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.

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, 2003 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.


                                       12
<PAGE>

                       CDSI HOLDINGS INC. AND SUBSIDIARIES

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


            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.


                                       13
<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.


                                       14
<PAGE>


                       CDSI HOLDINGS INC. AND SUBSIDIARIES

                           PART II. OTHER INFORMATION

Item 2.  Changes in Securities and Small Business Issuer Purchases of Equity
         Securities

      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, 2004. No securities of the Company were repurchased by the
      Company, or an affiliated purchaser, during the quarter ended March 31,
      2004.

Item 6.  Exhibits and Reports on Form 8-K

      (a)   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.

      (b)   Reports on Form 8-K

            None


                                       15
<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: April 30, 2004                        By:   /s/J. Bryant Kirkland III
                                                  ------------------------------
                                                  J. Bryant Kirkland III
                                                  Vice President, Treasurer
                                                  and Chief Financial Officer
                                                  (Duly Authorized Officer and
                                                     Chief Accounting Officer)