<PAGE>   1
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                       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, 2001

                        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 11, 2001, THERE WERE OUTSTANDING 3,120,000 SHARES OF THE
ISSUER'S COMMON STOCK, $.01 PAR VALUE.


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


<PAGE>   2


                       CDSI HOLDINGS INC. AND SUBSIDIARIES
                         QUARTERLY REPORT ON FORM 10-QSB
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                TABLE OF CONTENTS


                                                                         PAGE
                                                                         ----
PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited):

        Condensed Consolidated Balance Sheets as of March 31,
            2001 and December 31, 2000.................................    3

        Condensed Consolidated Statements of Operations for
            the three months ended March 31, 2001 and 2000.............    4

        Condensed Consolidated Statements of Cash Flows for
            the three months ended March 31, 2001 and 2000.............    5

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

Item 2. Management's Discussion and Analysis of Financial
            Condition and Results of Operations........................    10


PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K...............................    14

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




                                       2
<PAGE>   3


                       CDSI HOLDINGS INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                 MARCH 31,       DECEMBER 31,
                                                               -----------      -------------
                                                                   2001              2000
                                                               -----------       -----------
<S>                                                            <C>               <C>
                                ASSETS:

Current assets:
    Cash and cash equivalents ...........................      $   210,633       $   253,187
                                                               -----------       -----------

         Total current assets ...........................          210,633           253,187

    Other assets ........................................           18,505            18,505
                                                               -----------       -----------

         Total assets ...................................      $   229,138       $   271,692
                                                               ===========       ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses ...............      $    46,406       $    72,632
                                                               -----------       -----------

         Total current liabilities ......................           46,406            72,632
                                                               -----------       -----------

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 .................................       (8,058,412)       (8,042,084)
                                                               -----------       -----------

         Total stockholders' equity .....................          182,732           199,060
                                                               -----------       -----------

         Total liabilities and stockholders' equity .....      $   229,138       $   271,692
                                                               ===========       ===========

</TABLE>




      See accompanying Notes to Condensed Consolidated Financial Statements



                                       3
<PAGE>   4


                       CDSI HOLDINGS INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                 THREE MONTHS ENDED MARCH 31,
                                                 -----------------------------
                                                     2001              2000
                                                 -----------       -----------

Revenues ..................................      $        --       $    71,983

Cost and expenses:
     Cost of revenues .....................               --            55,910
     Research and development .............               --            12,616
     Sales and marketing ..................               --            16,122
     Amortization of intangible assets ....               --             2,963
     General and administrative ...........           19,403            87,785
                                                 -----------       -----------
                                                      19,403           175,396
                                                 -----------       -----------

Operating loss ............................          (19,403)         (103,413)
                                                 -----------       -----------

Other income (expense):
     Interest income ......................            3,075             3,062
     Interest expense .....................               --              (121)
                                                 -----------       -----------
                                                       3,075             2,941
                                                 -----------       -----------

Net loss ..................................      $   (16,328)      $  (100,472)
                                                 ===========       ===========

Net loss per share (basic and diluted) ....      $     (0.01)      $     (0.03)
                                                 ===========       ===========

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






      See accompanying Notes to Condensed Consolidated Financial Statements



                                       4
<PAGE>   5


                       CDSI HOLDINGS INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                   THREE MONTHS ENDED MARCH 31,
                                                   ----------------------------
                                                       2001            2000
                                                    ---------       ----------

Cash flows from operating activities:

   Net loss ....................................    $ (16,328)      $(100,472)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
     Depreciation ..............................           --           1,350
     Amortization of intangible assets .........           --           2,963
     Provision for obsolescence of equipment ...           --          10,000
     Changes in assets and liabilities:
        Accounts receivable ....................           --           9,507
        Inventory ..............................           --         (25,361)
        Machines held for sale or lease ........           --
        Prepaid expenses and other assets ......           --         (10,234)
        Accounts payable and accrued expenses ..      (26,226)        (26,592)
                                                    ---------       ---------

Net cash used in operating activities ..........      (42,554)       (138,839)
                                                    ---------       ---------

Cash flows used in investing activities:

   Acquisition of property and equipment .......           --            (900)
   Purchase of business ........................           --              --
                                                    ---------       ---------

Net cash used in investing activities ..........           --            (900)
                                                    ---------       ---------

Cash flows from financing activities:

   Payment on note payable .....................           --            (444)
                                                    ---------       ---------

Net cash used in financing activities ..........           --            (444)
                                                    ---------       ---------

Net decrease in cash and cash equivalents ......      (42,554)       (140,183)
Cash and cash equivalents at beginning of period      253,187         346,107
                                                    ---------       ---------

Cash and cash equivalents at end of period .....    $ 210,633       $ 205,924
                                                    =========       =========








      See accompanying Notes to Condensed Consolidated Financial Statements



                                       5
<PAGE>   6


                       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", formerly
       known as Coinexx Corporation), a company engaged in the marketing and
       leasing of an inventory control system (the "Coinexx Star 10") for
       tobacco products. In February 2000, CDSI announced CDS will no longer
       actively engage in the business of marketing and leasing an inventory
       control system for tobacco products.

       CDSI intends to explore investments in other Internet-related businesses
       as well as 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.

(2)    PRINCIPLES OF REPORTING

       The financial statements of the Company as of March 31, 2001 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, 2001 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,
       2000 included in the Company's Form 10-KSB filed with the Securities and
       Exchange Commission (Commission File No. 0001-22563).

       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.



                                       6
<PAGE>   7


                       CDSI HOLDINGS INC. AND SUBSIDIARIES

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

(3)    CDS ACQUISITION

       On May 8, 1998, the Company acquired CDS, a company engaged in the
       marketing and leasing of an inventory control system for tobacco
       products. Under the terms of the acquisition, the CDS stockholders
       received 147,500 shares of the Company's Common Stock at closing. In
       addition, the Company agreed to issue an additional 147,500 shares to CDS
       stockholders on each of the second, third and fourth anniversaries of the
       closing provided that, on each such delivery date, CDS was actively
       engaged in the business it is now engaged. As the Company is no longer
       engaged in the marketing and leasing of the Coinexx Star 10, the
       contingent shares will not be issued.

       CDS did not have any significant tangible assets at the time of
       acquisition. The fair value of the shares issued and issuable to the CDS
       stockholders as consideration for the acquisition of $339,250 and the
       legal and other costs incurred in the acquisition of $104,250 have been
       capitalized and were being amortized over an estimated useful life of
       five years. In the second quarter of 1999, based on the results of such
       business since the acquisition and future projections, the Company
       expensed the remaining unamortized acquisition costs of $340,017.

       In February 2000, CDSI announced CDS would no longer actively engage in
       the business of marketing and leasing an inventory control system for
       tobacco products. CDSI determined that CDS could not generate sufficient
       revenues from the sale and leasing of the Coinexx Star 10 to justify
       continuation of the business. The Company did not receive any material
       proceeds from the disposition of the assets of the business.

       In 1998, CDS acquired substantially all of the assets of TD Rowe
       Corporation's New York state cigarette vending route, including vending
       machines, for $59,250. CDS paid $20,000 in 1998 and the remaining $39,250
       in the first quarter of 1999. CDS amortized the costs of the vending
       route over an estimated useful life of five years. In the second quarter
       of 2000, based on the results of the vending route and future projections
       of its fair market value, the Company expensed the remaining unamortized
       acquisition costs of $40,488.

       On October 5, 2000, CDS completed the sale to Gutlove and Shirvint Inc.
       ("Gutlove") of the assets of its cigarette vending route, including
       vending machines and a van. The purchase price for the vending route,
       which is primarily located in New York state, was $34,140 in cash and the
       assumption of a $10,219 note secured by the van. The cash portion of the
       purchase price was based on the cigarette and coin inventory of the
       vending route at the open of business on October 2, 2000, and was paid
       $29,140 on October 5, 2000 with the remaining $5,000 paid on December 1,
       2000.

(4)    THINKDIRECTMARKETING TRANSACTION

       On November 5, 1998, the Company contributed the non-cash assets and
       certain liabilities of the PC411 Service to ThinkDirectMarketing Inc.
       (formerly known as Digital Asset Management, Inc.). ThinkDirectMarketing
       was organized by Dean Eaker, the former President, Chief Executive
       Officer and director of the Company, and Edward Fleiss, the former Vice
       President and Chief Technology Officer of the Company, to continue to
       operate and develop the PC411 Service. The Company received 1,250 shares
       of preferred stock representing an initial 42.5% interest in
       ThinkDirectMarketing in exchange for the contribution of the PC411
       Service's net assets. Acxiom Corporation ("Acxiom") purchased preferred
       stock representing a 42.5% interest in ThinkDirectMarketing for




                                       7
<PAGE>   8


                       CDSI HOLDINGS INC. AND SUBSIDIARIES

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

       $1,250,000 and initially designated a majority of the Board of Directors
       of ThinkDirectMarketing. ThinkDirectMarketing's management, including
       Messrs. Eaker and Fleiss, held an initial 15% interest in
       ThinkDirectMarketing with options which would have increased their
       ownership position to 50% upon satisfaction of operational and financial
       benchmarks over a three-year period. The Company's carrying value in the
       net assets contributed to ThinkDirectMarketing 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 ThinkDirectMarketing in excess of the carrying value of
       the Company's net assets contributed to ThinkDirectMarketing. The Company
       agreed, under certain conditions, to fund up to $200,000 of an $800,000
       working capital line to be provided to ThinkDirectMarketing by Acxiom,
       the Company and Dean Eaker. The Company funded $100,000 of the working
       capital line in the second quarter of 1999.

       From July 1999 to September 2000, ThinkDirectMarketing issued
       approximately $3,112,000 of convertible notes and warrants to purchase
       ThinkDirectMarketing preferred stock. In connection with such issuances,
       Mr. Eaker and Acxiom have agreed to extend the maturity of their working
       capital lines from June 30, 1999 to December 31, 2001 and have received
       warrants to purchase preferred shares. The Eaker and Acxiom working
       capital lines are also convertible into ThinkDirectMarketing preferred
       stock. The Company agreed in July 1999 to extend the maturity of its
       working capital line from June 30, 1999 to August 31, 1999 and was
       released from any further obligation to fund additional amounts under the
       working capital line.

       In October 2000, ThinkDirectMarketing and VoyagerIT.com PLC
       ("VoyagerIT.com") entered into an agreement where VoyagerIT.com purchased
       shares of convertible preferred stock for $1,000,000 (the "VoyagerIT.com
       Preferred Stock") and agreed to purchase $4,000,000 of convertible notes
       the "Notes") on various dates between November 10, 2000 and June 8, 2001.
       ThinkDirectMarketing's management has informed the Company that
       VoyagerIT.com has completed its scheduled purchases of $3,110,000 of the
       Notes through April 2001. In connection with the completion of
       VoyagerIT.com's scheduled purchase of the Notes in February 2001,
       ThinkDirectMarketing converted $3,312,000 of its notes into various
       classes of preferred stock ranking pari passu with CDSI's preferred
       stock. At April 30, 2001, the aggregate stated liquidation preference of
       ThinkDirectMarketing's preferred stock was $6,852,000, of which
       $1,250,000 was owned by CDSI. Also, at April 30, 2001,
       ThinkDirectMarketing had notes payable due to CDSI, Acxiom and
       VoyagerIT.com of $100,000, $400,000 and $3,110,000, respectively. In
       connection with the agreement to purchase the VoyagerIT.com Preferred
       Stock and the Notes, ThinkDirectMarketing granted VoyagerIT.com an option
       to acquire the remaining shares of ThinkDirectMarketing's stock for $20
       million, subject to downward adjustment if certain targets related to
       revenue, subscriptions, number of clients, expenses and net income are
       not met on or before October 31, 2001 (which may be extended under
       certain circumstances to March 31, 2002).

       In connection with such agreements, the Company agreed to extend the
       maturity of its working capital line from August 31, 1999 until the
       earlier of June 8, 2001 or the date on which VoyagerIT.com does not close
       on any of its scheduled purchases of the Notes. The Company's interest in
       ThinkDirectMarketing would decrease to approximately 6% assuming the
       conversion and exercise of all notes and warrants issued in the above
       transactions.

       ThinkDirectMarketing has incurred significant losses and negative cash
       flow since its inception and currently has only limited cash resources.
       ThinkDirectMarketing requires a significant amount of additional capital
       to continue its operations and to develop its business. No assurance can
       be given that VoyagerIT.com will complete the purchase of the Notes or
       exercise its option to acquire ThinkDirectmarketing or that



                                       8
<PAGE>   9


                       CDSI HOLDINGS INC. AND SUBSIDIARIES

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

       ThinkDirectMarketing will achieve the targets stated in the option
       agreement. As a result, there is a substantial risk that
       ThinkDirectMarketing will not be able to raise sufficient additional
       capital to continue its operations.

       The Company has accounted for its non-controlling interest in
       ThinkDirectMarketing using the equity basis of accounting since November
       5, 1998. The Company's equity in ThinkDirectMarketing's losses for the
       year ended December 31, 1999 was adjusted to reflect the difference in
       the Company's contribution of its net assets to ThinkDirectMarketing and
       the fair value of those assets recorded by ThinkDirectMarketing. In the
       second quarter of 1999, the carrying value of the Company's investment in
       ThinkDirectMarketing was reduced to zero as the cumulative equity in
       ThinkDirectMarketing's losses exceeded the Company's investment in
       ThinkDirectMarketing of $635,798, which consisted of the initial carrying
       value of $535,798 and the $100,000 working capital loan to
       ThinkDirectMarketing. Since the Company has no intention or commitment to
       fund future ThinkDirectMarketing losses, commencing in the second quarter
       of 1999, the Company suspended recognizing its share of the additional
       losses of ThinkDirectMarketing.

(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
       2,979,288 shares at March 31, 2001 and 2000, 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.



                                       9
<PAGE>   10




                       CDSI HOLDINGS INC. AND SUBSIDIARIES

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

OVERVIEW

        The Company owns 100% of the issued and outstanding shares of common
stock of CDS and an approximate 6% interest on a fully diluted basis in
ThinkDirectMarketing. In February 2000, the Company terminated all operations
relating to marketing and leasing the Coinexx Star 10 inventory control system.
In October 2000, CDS sold the assets of its cigarette vending route, the only
current source of revenue for CDS and the Company.

        The Company intends to seek new Internet-related businesses or 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. 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.

CDS

        CDS was acquired in May 1998. Under the terms of the acquisition, the
former stockholders of CDS received an aggregate of 147,500 shares of Common
Stock at closing. In addition, the former stockholders were to receive an
additional 147,500 shares of Common Stock on each of May 8, 2000, 2001 and 2002
so long as CDS was actively engaged in the business of marketing and leasing the
Coinexx Star 10 inventory control system. As CDS is no longer actively engaged
in that business, the contingent shares of Common Stock will not be issued to
the former stockholders of CDS.

        CDS did not have any significant tangible assets at the time of
acquisition. The fair value of the Common Stock issued and issuable to the CDS
stockholders as consideration for the acquisition of $339,250 and the legal and
other costs incurred in connection with the acquisition of $104,250 have been
capitalized and were being amortized over a five-year period. In the second
quarter of 1999, based on the results of the business since the acquisition and
future projections, the Company expensed the remaining unamortized acquisition
costs of $340,017.

        In 1998, CDS acquired substantially all of the assets of TD Rowe
Corporation's New York state cigarette vending route, including vending
machines, for $59,250. CDS paid $20,000 in 1998 and the remaining $39,250 in the
first quarter of 1999. CDS amortized the costs of the vending route over an
estimated useful life of five years. In the second quarter of 2000, based on the
results of the vending route and future projections of its fair market value,
the Company expensed the remaining unamortized acquisition costs of $40,488.



                                       10
<PAGE>   11


                               CDSI HOLDINGS INC.

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


        On October 5, 2000, CDS completed the sale to Gutlove of the assets of
its cigarette vending route, including vending machines and a van. The purchase
price for the vending route, which is primarily located in New York state, was
$34,140 in cash and the assumption of a $10,219 note secured by the van. The
cash portion of the purchase price was based on the cigarette and coin inventory
of the vending route at the open of business on October 2, 2000, and was paid
$29,140 on October 5, 2000 with the remaining $5,000 paid on December 1, 2000.

THINKDIRECTMARKETING

        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 ThinkDirectMarketing. See Note 4 to the
financial statements for additional information concerning the Company's
investment in ThinkDirectMarketing.

         The Company's interest in ThinkDirectMarketing is accounted for using
 the equity method of accounting. Commencing in the second quarter of 1999, the
 carrying value of the Company's investment in ThinkDirectMarketing was reduced
 to zero, and the Company suspended recognizing its share of the additional
 losses of ThinkDirectMarketing.

RESULTS OF OPERATIONS

        For the three months ended March 31, 2001 and 2000, the results of
operations of CDS, our primary operating unit, were as follows:

                                           THREE MONTHS ENDED MARCH 31,
                                           -----------------------------
                                              2001              2000
                                           ----------       ------------
      CDS

      Revenues ........................      $     --       $  71,983
      Cost of revenues ................            --          55,910
      Research and development ........            --          12,616
      Sales and marketing .............            --          16,122
      Amortization of intangible assets            --           2,963
      General and administrative ......            --          74,498
                                             --------       ---------
           Total expenses .............            --         162,109
                                             --------       ---------
      Operating loss ..................      $     --       $ (90,126)
                                             ========       =========
      CORPORATE AND OTHER

      Revenues ........................      $     --       $      --
      General and administrative ......        19,403          13,287
                                             --------       ---------
           Total expenses .............        19,403          13,287
                                             --------       ---------
      Operating loss ..................      $(19,403)      $ (13,287)
                                             ========       =========

                                       11
<PAGE>   12
                               CDSI HOLDINGS INC.

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


        CDS

        REVENUES. CDS had revenues of $71,983 for the three months ended March
31, 2000. The revenues resulted from the following: $1,102 machine leases,
$8,162 machine sales and $62,719 from sales of cigarettes.

        COST OF REVENUES. Cost of revenues of $55,910 for CDS for the three
months ended March 31, 2000 consisted primarily of costs of cigarettes of
$45,825. Cost of sales also included warehouse expenses and shipping of machines
held for lease. CDS depreciated its machines held for lease over five years once
the asset was placed in service.

        SALES AND MARKETING EXPENSES. Sales and marketing expenses for CDS were
$16,122 for the three months ended March 31, 2000. The expenses consisted
principally of personnel costs.

        GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
for CDS were $74,498 for the three months ended March 31, 2000. The CDS expenses
consisted principally of payroll, consulting and office expenses.

        CORPORATE AND OTHER

        Expenses associated with corporate activities were $19,403 for the three
months ended March 31, 2001, as compared to $13,287 for the same period in the
prior year. The increase was primarily due to the costs necessary to maintain a
public company.

        OTHER INCOME (EXPENSE)

        Interest income was $3,075 for the three months ended March 31, 2001,
compared to $3,062 for the three months ended March 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

        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, 2001 and
2000 was $42,554 and $138,839, respectively. The decrease is primarily due to a
decreased net loss of $84,144.

        Our capital expenditures of $900 for the three months ended March 31,
2000 consisted primarily of the purchase of office equipment. The Company does
not expect significant capital expenditures during the year ended December 31,
2001.


                                       12
<PAGE>   13
                               CDSI HOLDINGS INC.

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


        At March 31, 2001, the Company had cash and cash equivalents of $210,633
(approximately $190,000 at May 11, 2001). 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, 2001 and 2000.

        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 interest in ThinkDirectMarketing.
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, 2000 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.




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<PAGE>   14

                       CDSI HOLDINGS INC. AND SUBSIDIARIES

                           PART II. OTHER INFORMATION

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBITS

                None

         (b) REPORTS ON FORM 8-K

                None



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<PAGE>   15

                                    SIGNATURE

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

                                     CDSI HOLDINGS INC.
                                     (Registrant)



Date:    May 11, 2001                By:   /s/ J. BRYANT KIRKLAND III
                                           ------------------------------------
                                           J. Bryant Kirkland III
                                           Vice President, Treasurer
                                           and Chief Financial Officer
                                           (Duly Authorized Officer and
                                              Chief Accounting Officer)





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