SecProbe.io

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Mail Stop 7010

	November 15, 2005

via U.S. mail and facsimile

Mr. Elie Housman
Chairman of the Board and Chief Executive Officer, InkSure
Technologies Inc.
1770 N.W. 64th Street, Suite 350
Fort Lauderdale, Florida 33309

Re:	Form 10-KSB for the fiscal year ended December 31, 2004
      File No. 0-24431

Dear Mr. Housman:

      We have reviewed this filing and have the following comment.
If
you disagree with a comment, 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 supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not 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 on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the year ended December 31, 2004

Location of Auditor

1.	We note that your audit report was signed by an audit firm
based
in Israel.  Please tell us how you concluded that it is
appropriate to
have an audit report issued by an auditor licensed outside of the
United States, in light of the facts that more than 50% of your
assets
are located outside of Israel; the majority of your revenues are
derived outside of Israel, and your executive offices are located
in
the United States.  In accordance with Article 2 of Regulation S-
X, we
believe that the audit report of a registrant (that is not a
foreign
private issuer) should ordinarily be rendered by an auditor
licensed
in the United States.  Further guidance may be found in Section
5.K of
"International Reporting and Disclosure Issues in the Division of
Corporation Finance" on the Commission`s website at:
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
.
Please tell us if you currently have plans to employ an audit firm
located in the United States to render an opinion for fiscal 2005.
If
not, please tell us whether your management and accounting records
are
located in the United States or Israel as well as where the
majority
of the audit work is conducted.  We may have further comments.

	*	*	*	*

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in response
to
our comments on your filing.

      If you have any questions regarding these comments, please
direct them to the undersigned at (202) 551-3768.

	Sincerely,

	John Cash
	Accounting Branch Chief

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InkSure Technologies Inc
Form 10-KSB
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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