UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
 Washington, D.C. 20549
 
Form 10-KSB/A
 
(Mark One)
 
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
 1934
 
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
 
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 
FOR THE TRANSITION PERIOD FROM __________ TO __________
 COMMISSION FILE NUMBER ________________________________
 
 
LAPIS TECHNOLOGIES, INC.
(Name of small business issuer in its charter)


 DELAWARE
27-0016420
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
 incorporation or organization)
  
 
19 W. 34th Street, Suite 1008, New York, NY 10001
 (Address of principal executive offices) (Zip Code)

Issuer's telephone Number: (212) 937-3580
 
Securities registered under Section 12(b) of the Exchange Act: None.
 
Securities registered under Section 12(g) of the Exchange Act: None.
 
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. o 
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
 
State issuer's revenues for its most recent fiscal year. $9,642,000
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the average high and low price of such common equity as of March 28, 2008, was $1,296,600.
 
As of March 28, 2008, the issuer had 6,483,000 outstanding shares of Common Stock.
 
DOCUMENTS INCORPORATED BY REFERENCE: NONE
 
Transitional Small Business Disclosure Format (check one): Yes o No x
 
EXPLANATORY NOTE
 
The sole purpose of this amendment to our Form 10-KSB for the year ended December 31, 2007 is to file a revised Independent Auditor’s Report.
 
 
Gvilli & Co. C.P.A. (isr.)
 
 
Independent Auditors’ Report
 
To the Stockholders’ and the Board of Directors of
Lapis Technologies, Inc.
 
We have audited the accompanying consolidated balance sheet of Lapis Technologies, Inc. and Subsidiaries (the “Company”) at December 31, 2007, and the related consolidated statements of income, changes in stockholders’ equity and comprehensive income and cash flows for the years ended December 31, 2007 and 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based upon our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Lapis Technologies, Inc. and Subsidiaries at December 31, 2007, and the consolidated results of their operations and their cash flows for the years ended December 31, 2007 and 2006, in conformity with accounting principles generally accepted in the United States of America.
 
 
/s/ Gvilli and Co.
Gvilli & Co.
March 30, 2008
Casarea, Israel

 
 
 
 ITEM 13. EXHIBITS.
 
Exhibit Number
  
Description
     
3.1
  
Certificate of Incorporation of Enertec Electronics, Inc. filed January 31, 2002 (Incorporated by reference to our registration statement on Form SB-2 (File No. 333-100979), filed with the Securities and Exchange Commission on November 4, 2002)
     
3.2
  
Certificate of Amendment of Enertec Electronics, Inc. filed April 23, 2002 (Incorporated by reference to our registration statement on Form SB-2 (File No. 333-100979), filed with the Securities and Exchange Commission on November 4, 2002)
     
3.3
  
Certificate of Amendment of Opal Technologies, Inc. filed October 17, 2002 (Incorporated by reference to our registration statement on Form SB-2 (File No. 333-100979), filed with the Securities and Exchange Commission on November 4, 2002)
     
3.4
  
By-Laws of Lapis Technologies, Inc. (Incorporated by reference to our registration statement on Form SB-2 (File No. 333-100979), filed with the Securities and Exchange Commission on November 4, 2002)
     
14.1
  
Code of Ethics (Incorporated by reference to our annual report on Form 10-KSB for the fiscal year ended December 31, 2003, filed with the Securities and Exchange Commission on June 28, 2004)
     
16.1
  
Letter from Rogoff & Company dated April 1, 2004 (Incorporated by reference to our current report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2004)
     
21.1
  
List of Subsidiaries (Incorporated by reference to the registrant’s 10-K-SB for the year ended December 31, 2007, filed with the Securities and Exchange Commission on March 31, 2008.)
 
 
SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
                         
  LAPIS TECHNOLOGIES, INC.  
     
       
Date: January 12, 2009
By:
/s/ Harry Mund  
    Harry Mund  
    Chief Executive Officer  
    (Principal Executive Officer)  
       
       
Date: January 12, 2009
By:
/s/ Miron Markovitz  
    Miron Markovitz  
    Chief Financial Officer and  
    Principal Accounting Officer  
                              
 
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
  
Title
  
Date
         
/s/ Harry Mund
  
Chief Executive Officer and Chairman
  
January 12, 2009
Harry Mund
  
of the Board
    
         
         
/s/ Miron Markovitz
  
Director, Chief Financial Officer
  
January 12, 2009
Miron Markovitz
  
and Principal Accounting Officer