**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
  **Washington,
        D.C. 20549**
  
 **FORM
        20-F/A**
 ( **Amendment
        No. 1 to Form 20-F)**
  **(Mark
        One)**
  o
              
              **REGISTRATION
                  STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
                  ACT
                  OF 1934**
 **OR**
 ý
              
              **ANNUAL
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934 FOR THE FISCAL YEAR ENDED DECEMBER 31,
                  2007**
 
 **OR**
 o
              
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**
 **OR**
 o
              
              **SHELL
                  COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE
                  ACT OF 1934**
 
  **Commission
        file number** **000-50790**
  **VUANCE
        LTD.**
 (Exact
        name of Registrant as specified in its charter)
 **Not
        Applicable**
 (Translation
        of Registrant’s Name into English)
 **Israel**
 (Jurisdiction
        of incorporation or organization)
 **Sagid
        House “Ha’Sharon Industrial Park”**
 **P.O.B
        5039, Qadima 60920**
 **Israel**
 (Address
        of principal executive offices)
 
 **Securities
        registered or to be registered pursuant to Section 12(b) of the Act.**
 Ordinary
        Shares, NIS 0.0588235 nominal value
  **Securities
        registered or to be registered pursuant to Section 12(g) of the Act.**
 None
 
 **Securities
        for which there is a reporting obligation pursuant to Section 15(d) of the
        Act.**
 None
  Indicate
        the number of outstanding shares of each of the issuer’s classes of capital or
        common stock as of the close of the period covered by the annual report:
        5,124,779  ordinary
        shares as of December 31, 2007.
 
 Indicate
        by check mark if the registrant is a well-known seasoned issuer, as defined
        in
        Rule 405 of the Securities Act.      Yes  ̈ No ý
 
 If
        this
        report is an annual or transition report, indicate by check mark if the
        registrant is not required to file reports pursuant to Section 13 or 15
        (d) of the Securities Exchange Act of
        1934.  ̈ Yes x No
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter periods that the registrant was
        required to file such reports), and (2) has been subject to such reporting
        requirements for the past 90 days.
 Yes ý No o Not
        applicable
  Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definition of “accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
        one):
 Large
        accelerated filer  ̈ Accelerated
        filer  ̈ Non-accelerated
        filer x
 
 Indicate
        by check mark which financial statement item the registrant has elected to
        follow.
 Item
        17  ̈ Item
        18 ý
 
 If
        this
        is an annual report, indicate by check mark whether the registrant is a shell
        company (as defined in Rule 12b-2 of the Exchange Act).
 Yes   ̈ No ý
 
 (APPLICABLE
        ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
 Indicate
        by check mark whether the registrant has filed all documents and reports
        required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
        Act
        of 1934 subsequent to the distribution of securities under a plan confirmed
        by a
        court.
 Yes   ̈ No ý
  
  **EXPLANATORY
        NOTE**
 
 This
        Amendment No. 1 on Form 20-F/A to our Annual Report on Form 20-F for the
        fiscal
        year ended December 31, 2007, filed with the U.S. Securities and Exchange
        Commission on June 30, 2008 (the “Original Report”) is being filed for the
        purpose of making a change in the Original Report pursuant to comments received
        from the Staff of The NASDAQ Stock Market with respect to the disclosure
        contained in Item 15 “Controls and Procedures.” The disclosure in Item 15
“Controls and Procedures” is being revised and restated in full in accordance
        with such comments. **** Other
        than the foregoing Item, no part of the Original Report is being amended.
        This
        Amendment No. 1 does not reflect any events that occurred after the filing
        of the Original Report and does not modify or update the disclosures therein
        in
        any way other than as required to reflect the amendments described above.
        As a
        result, this Amendment No. 1 continues to speak as of June 30,
        2008.
 
 
  **ITEM
        15T.**  **CONTROLS
        AND PROCEDURES**
  **Disclosure
        controls and procedures**
  Our
        management, including our Chief Executive Officer and Chief Financial Officer,
        has evaluated the effectiveness of our disclosure controls and procedures
        (as
        such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
        Act) as of December 31, 2007. Based on that evaluation, our Chief Executive
        Officer and Chief Financial Officer have concluded that our disclosure controls
        and procedures, as of December 31, 2007, were effective to provide reasonable
        assurance that (i) information required to be disclosed in filings and
        submissions 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, and (ii) information required to be disclosed in
        reports that we file or submit under the Exchange Act is accumulated and
        communicated to our management, including our Chief Executive Officer and
        Chief
        Financial Officer, as appropriate to allow timely decisions regarding required
        disclosure.
  **Management
        report on internal control over financial reporting**
  Our
        management, under the supervision of our Chief Executive Officer and Chief
        Financial Officer, is responsible for establishing and maintaining adequate
        internal control over our financial reporting (as defined in Rules 13a-15(f)
        and
        15d-15(f) of the Securities Exchange Act) to provide reasonable assurance
        regarding the reliability of our financial reporting and the preparation
        of
        financial statements for external purposes in accordance with U.S. generally
        accepted accounting principles, and includes policies and procedures
        that:
  **·**
            pertain
                to the maintenance of records that in reasonable detail accurately
                and
                fairly reflect our transactions and asset
                dispositions;  **·**
            provide
                reasonable assurance that transactions are recorded as necessary
                to permit
                the preparation of our financial statements in accordance with generally
                accepted accounting principles;  **·**
            provide
                reasonable assurance that receipts and expenditures are made only
                in
                accordance with authorizations of our management and board of directors
                (as appropriate); and  **·**
            provide
                reasonable assurance regarding the prevention or timely detection
                of
                unauthorized acquisition, use or disposition of assets that could
                have a
                material effect on our financial
                statements.  Our
        management assessed the effectiveness of internal control over
        financial reporting as of December 31, 2007, the end of our fiscal year.
        In
        making this assessment, management used the criteria set forth by the Committee
        of Sponsoring Organizations of the Treadway Commission (COSO) in the report
        entitled “Internal Control - Integrated Framework.”
   Based
        on
        our assessment, our management has concluded that our internal control over
        financial reporting was effective as of December 31, 2007 to provide reasonable
        assurance regarding the reliability of financial reporting and the preparation
        of financial statements for external reporting purposes in accordance with
        U.S.
        generally accepted accounting principles.
  This
        annual report does not include an attestation report of the Company’s registered
        public accounting firm regarding internal control over financial reporting.
        Management’s report was not subject to attestation by the Company’s registered
        public accounting firm pursuant to temporary rules of the Securities and
        Exchange Commission that permit the Company to provide only management’s report
        in this annual report.
  *Inherent
        limitations on effectiveness of controls.* Internal
        control over financial reporting has inherent limitations. Internal control
        over
        financial reporting is a process that involves human diligence and compliance
        and is subject to lapses in judgment and breakdowns resulting from human
        failures. Internal control over financial reporting also can be circumvented
        by
        collusion or improper management override. Because of such limitations, there
        is
        a risk that material misstatements will not be prevented or detected on a
        timely
        basis by internal control over financial reporting. However, these inherent
        limitations are known features of the financial reporting process. Therefore,
        it
        is possible to design into the process safeguards to reduce, though not
        eliminate, this risk.
  **Changes
        in internal control over financial reporting**
  During
        the period covered by the Original Report, no changes in our internal controls
        over financial reporting have occurred that materially affected, or are
        reasonably likely to materially affect, our internal controls over financial
        reporting.
  Our
        management made certain adjustments to our internal controls over financial
        reporting following the Company’s acquisition of the outstanding stock capital
        of U.S.-based Securities Holding Corp, which our management considered to
        be
        constructive for the Company’s controls of over financial reporting in light of
        such acquisition. Such adjustments are not deemed by our management to
        materially affect, or to reasonably be likely to materially affect, our internal
        controls over financial reporting.
  
  **EXHIBIT
        INDEX**
  **Exhibit**
                **Number**
              
              **Exhibit
                  Title**12.1
              
              Certification
                  pursuant to Section 302 of the Sarbanes-Oxley Act.12.2
              
              Certification
                  pursuant to Section 302 of the Sarbanes-Oxley Act.13.1
              
              Certification
                  pursuant to Section 906 of the Sarbanes-Oxley
                  Act.
  
  **SIGNATURE**
  Vuance
        Ltd. hereby certifies that it meets all of the requirements for filing on
        Form
        20-F/A and that it has duly caused and authorized the undersigned to sign
        this
        Amendment No. 1.
  **VUANCE
                  LTD.**By:
              /s/ Eyal
                  Tuchman**Eyal
                  Tuchman****Chief
                  Executive Officer** Date: August
        21, 2008