UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 01 )*


CDSI HOLDINGS INC.
(Name of Issuer)

Common Sock
(Title of Class of Securities)

12512T102
(CUSIP Number)


February 13, 2008
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
[ ]  Rule 13d-1(b)
[ X ]  Rule 13d-1(c)
[ ]  Rule 13d-1(d)
 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



SCHEDULE 13G
CUSIP No. 12512T102
  1. Names of Reporting Persons.
Jay Gottlieb
I.R.S. Identification Nos. of above persons (entities only).
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  [    ]       (b)  [    ]
  3. SEC USE ONLY
  4. Citizenship or Place of Organization
USA
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:		 5. Sole Voting Power
309,680 Common Shares
6. Shared Voting Power
none
7. Sole Dispositive Power
309,680 Common Shares
8. Shared Dispositive Power
none
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
309,680 Common Shares
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [    ]
  11. Percent of Class Represented by Amount in Row (9)
9.9%
  12. Type of Reporting Person
IN


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Item 1.

 

(a)

Name of Issuer

CDSI HOLDINGS INC.

 

(b)

Address of Issuer's Principal Executive Offices

100 S.E. SECOND STREET, 32ND FLOOR
MIAMI, FL 33131


Item 2.

 

(a)

Name of Person Filing

Jay Gottlieb

 

(b)

Address of Principal Business Office or, if none, Residence

27 Misty Brook Lane
New Fairfield, CT 06812

 

(c)

Citizenship

USA

 

(d)

Title of Class of Securities

Common Stock

 

(e)

CUSIP Number

12512T102


Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

[    ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

[    ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

[    ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

[    ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

[    ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

[    ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

[    ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

[    ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

[    ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

[    ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4.

Ownership.

 

(a)

Amount beneficially owned:

309,680 Common Shares

 

(b)

Percent of class:

9.9%

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote

309,680 Common Shares

 

 

(ii)

Shared power to vote or to direct the vote

none

 

 

(iii)

Sole power to dispose or to direct the disposition of

309,680 Common Shares

 

 

(iv)

Shared power to dispose or to direct the disposition of

none


Item 5.

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].


Instruction: Dissolution of a group requires a response to this item.

                                 n/a


Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

n/a


Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

n/a


Item 8.

Identification and Classification of Members of the Group

 

n/a


Item 9.

Notice of Dissolution of Group

 


Item 10.

Certifications

 

 


SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Date:   February 13, 2008
  Jay Gottlieb
 
  By: /s/ Jay Gottlieb
      Jay Gottlieb
 


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