SecProbe.io

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                            INKSURE TECHNOLOGIES INC.
                              1770 N.W. 64th Street
                         Fort Lauderdale, Florida 33309

                                                               November 28, 2005

VIA EDGAR

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Mail Stop 7010
Washington, DC 20549

Attention:        John Cash
                  Accounting Branch Chief

         RE:      INKSURE TECHNOLOGIES INC.
                  FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
                  FILE NO. 0-24431

Dear Mr. Cash:

     Reference is made to your letter, dated November 15, 2005 (the "Comment
Letter"), regarding the Inksure Technologies Inc. (the "Company") Form 10-KSB
for the fiscal year ended December 31, 2004. Our response is set forth below the
comment you provided in the Comment Letter, which for convenience, we have
incorporated into this response letter.

LOCATION OF AUDITOR

     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 fact 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.

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Securities and Exchange Commission
November 28, 2005
Page 2

     WE CONCLUDED THAT IT IS APPROPRIATE TO HAVE AN AUDIT REPORT ISSUED BY AN
     AUDITOR BASED IN ISRAEL FOR THE FOLLOWING REASONS:

     o    OUR CHIEF FINANCIAL OFFICER AND OUR CHIEF OPERATING OFFICER ARE
          LOCATED IN ISRAEL, AND UNTIL MAY 2005, OUR CHIEF EXECUTIVE OFFICER WAS
          LOCATED IN ISRAEL. IN MAY 2005, WE DIVIDED THE RESPONSIBILITIES OF THE
          CHIEF EXECUTIVE OFFICER BETWEEN THE CHIEF EXECUTIVE OFFICER AND THE
          CHIEF OPERATING OFFICER. AT THAT TIME, OUR CHAIRMAN OF THE BOARD, WHO
          IS NOW LOCATED IN THE UNITED STATES, WAS APPOINTED CHIEF EXECUTIVE
          OFFICER, PRINCIPALLY TO HELP OUR MARKETING EFFORTS IN THE UNITED
          STATES. SALES AND MARKETING EFFORTS IN THE INTERNATIONAL MARKET REMAIN
          THE RESPONSIBILITY OF THE CHIEF OPERATING OFFICER, TOGETHER WITH
          RESEARCH AND DEVELOPMENT AND PRODUCTION RESPONSIBILITIES.

     o    OUR CHIEF FINANCIAL OFFICER, BOOKKEEPING STAFF AND ACCOUNTING RECORDS
          ARE LOCATED IN ISRAEL. FURTHERMORE, ALL OF OUR CUSTOMER INVOICES ARE
          GENERATED IN ISRAEL. ACCORDINGLY, THE MAJORITY OF OUR AUDIT WORK IS
          CONDUCTED IN ISRAEL.

     o    WE HAVE 20 EMPLOYEES, 13 OF WHICH ARE LOCATED IN ISRAEL.

     o    ALL OF OUR RESEARCH AND DEVELOPMENT ACTIVITIES ARE PERFORMED IN
          ISRAEL, AS WELL AS THE MAJORITY OF OUR PRODUCTION ACTIVITIES. THE
          REMAINDER OF OUR PRODUCTION ACTIVITIES ARE PERFORMED BY A
          SUBCONTRACTOR IN THE UNITED STATES, BUT SUCH ACTIVITIES ARE ALSO
          CONTROLLED FROM ISRAEL.

     o    OUR OPERATING SUBSIDIARY IN THE UNITED STATES IS SOLELY A SALES AND
          MARKETING UNIT OF OUR ISRAELI OPERATIONS.

     o    THE MAJORITY OF OUR FIXED ASSETS AND ALL OF OUR INVENTORY IS LOCATED
          IN ISRAEL.

     o    60% OF OUR OPERATING EXPENSES ARE GENERATED IN ISRAEL.

WE DO NOT CURRENTLY HAVE PLANS TO EMPLOY AN AUDIT FIRM LOCATED IN THE UNITED
STATES TO RENDER AN OPINION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.

     As you requested in the Comment Letter, we hereby acknowledge as follows:

     a.   the Company is responsible for the adequacy and accuracy of the
          disclosures in their filings;

     b.   Staff comments, or changes to disclosures in response to Staff
          comments, do not foreclose the Securities and Exchange Commission (the
          "Commission") from taking any action with respect to the filing; and

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Securities and Exchange Commission
November 28, 2005
Page 3

     c.   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.

     Please call the undersigned at (212) 362-5764 with any comments or
questions and please send a copy of any additional comments or correspondence to
Kenneth R. Koch, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666
Third Avenue, 25th Floor, New York, NY 10017.

                                                         Very truly yours,

                                                         /s/ Elie Housman
                                                         ----------------
                                                         Elie Housman
                                                         Chief Executive Officer

cc:       Eyal Bigon, Chief Financial Officer
          Inksure Technologies Inc.

          Kenneth R. Koch, Esq.
          Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

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