SecProbe.io

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						November 2, 2005

Mail Stop 7010

Ms. Elie Housman, Chief Executive Officer
Inksure Technologies, Inc.
1770 N.W. 64th Street
Fort Lauderdale, FL

RE:	Inksure Technologies, Inc.
	Registration Statement on Form SB-2
	Filed on October 12, 2005
	File No.:  333-128946

Dear Ms. Housman:

	We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comment.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information we may raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Since you are relying on Rule 415 of Regulation C under the
Securities Act, add a box to that effect on the cover page.  See
telephone interpretation 36 in section D of our July 1991 "Manual
of
Publicly Available Telephone Interpretations" that is available on
the Commission`s website at http://www.sec.gov.
2. We note from page 46 that note holders (i) have a right to
participate in additional financings by you and (ii) were granted
an
option to invest an additional $1,250,000 by purchasing additional
convertible notes.  Please tell us how these provisions are
consistent with the guidance set out paragraph 3S in the March
1999
supplement to our Manual of Publicly Available Telephone
Interpretations.  Note that we consider agreements that give
investors the right to acquire additional securities as providing
the
investor with an investment decision that suggests the investor is
not irrevocably bound.  Tell us why these provisions do not
provide
the investor with such an investment decision.
3. We reference Section 1(a)(ii) of the Securities Purchase
Agreement.  Please provide appropriate disclosure regarding this
additional issuance/closing.  Please tell us how this provision is
consistent with the guidance referenced above since it appears to
give investors the right to acquire additional securities
representing an investment decision that suggests investors are
not
irrevocably bound.
4. Disclose your use of proceeds of the convertible notes.
Risk Factors, page 5
5. Please add risk factor disclosure regarding the downward
pressure
on the market price of your common stock that could result as
selling
security holders exercise warrants or convert debt and sell
material
amounts of your common stock.  In addition, please discuss the
fact
that this downward pressure could encourage short sales by selling
security holders or others.  Finally, please explain short selling
and its likely impact on the market price of your common stock.

Principal and Selling Shareholders, page 39
6. Revise the selling shareholder table to include a line that
shows
the total number of shares to be offered in this prospectus.
7. We note that you are registering 130% of the number of shares
issuable upon conversion and that the number shares actually
issued
may be more or less than the number being registered. If the
number
of shares to be issued is greater than this number for any reason,
confirm that you will file a new registration statement to cover
these additional shares prior to their issuance.  Please tell us
why
you believe the amount you are registering represents a good faith
estimate of the number of shares issuable upon conversion of the
notes.  Please see paragraphs 2S and 3S in the March 1999
supplement
to our Manual of Publicly Available Telephone Interpretations.
8. If any selling security holder is a broker dealer, please
identify
it as such. Please note that the security holders who are broker-
dealers must be identified as underwriters in the prospectus. For
selling security holders who are affiliates of broker-dealers, the
prospectus must state that: (1) the sellers purchased in the
ordinary
course of business; and (2) at the time of purchase of the
securities
being registered for resale, the seller had no agreements or
understandings, directly or indirectly, with any person, to
distribute the securities.  If you are unable to make these
statements in the prospectus, the disclosure must state that the
sellers are also underwriters
9. We note the second sentence.  To the extent that any
successor(s)
to the named selling security holders wishes to sell under this
prospectus, please be advised that you must file a prospectus
supplement identifying such successor(s) as selling security
holders.
Please revise your disclosure to state that a prospectus
supplement
will be filed in these circumstances.
10. We note that under the convertible notes share ownership is
capped at 4.99%.  Please add disclosure regarding the risks
associated with this limitation.  For example, if this limit is
reached and holders wish to convert but cannot or does not sell
any
shares to reduce its holdings, will you be required to make
payments
in cash?

Plan of Distribution, page 42
11. We note that the selling shareholders may engage in short
sales
of your common stock. Please see Corporation Finance Telephone
Interpretation A.65 in this regard.  Please confirm that selling
shareholders will not sell short prior to effectiveness of the
registration statement.
12. You indicate that the selling shareholders "may be deemed" to
be
underwriters. If any selling shareholders are registered broker-
dealers that did not receive the securities as compensation for
underwriting activities, revise to identify them as underwriters.

   As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request as least two business days in advance of the requested
effective date.

	If you have any questions regarding the above comments,
please
contact Errol Sanderson, Financial Analyst at (202) 551-3746 or me
at
(202) 551-4667.

							Sincerely,

Jennifer R. Hardy
							Legal Branch Chief

Ms. Elie Housman
Inksure Technologies, Inc.
November 2, 2005
Page  4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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