Icts International NV – ‘20-F/A’ for 12/31/04 – ‘EX-10’

On:  Wednesday, 8/24/05, at 2:42pm ET   ·   For:  12/31/04   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  891092-5-1657   ·   File #:  0-28542

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Amendment to Annual Report by a Foreign Private Issuer   —   Form 20-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F/A      Amendment to Annual Report by a Foreign Private      101    499K 
                          Issuer                                                 
 7: CORRESP   ¶ Comment-Response or Other Letter to the SEC            1      2K 
 2: EX-10       Consent                                                2     12K 
 5: EX-13.1     Annual or Quarterly Report to Security Holders         1      6K 
 6: EX-13.2     Annual or Quarterly Report to Security Holders         1      6K 
 3: EX-12.1     Statement re: Computation of Ratios                    2±     9K 
 4: EX-12.2     Statement re: Computation of Ratios                    2±     9K 

‘EX-10’   —   Consent

EX-10
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                                                                      Exhibit 10

[LOGO] ERNST & YOUNG                                                            

REPORT OF INDEPENDENT AUDITORS

To the Stockholders of

 INKSURE TECHNOLOGIES INC.

      We have audited the  accompanying  consolidated  balance  sheet of InkSure
Technologies  Inc. ("the Company") and its subsidiaries as of December 31, 2003,
and the related consolidated statements of operations,  changes in stockholders'
equity  (deficiency) and cash flows for each of the two years in the period then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.                                                 

      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 provide a reasonable basis for our opinion.                              

      In our opinion,  the consolidated  financial statements referred to above,
present fairly, in all material respects, the consolidated financial position of
the Company and its  subsidiaries as of December 31, 2003, and the  consolidated
results  of their  operations  and cash  flows  for each of the two years in the
period then ended, in conformity with accounting  principles  generally accepted
in the United States.                                                           

                                                /s/ Kost Forer Gabbay & Kasierer
                                                --------------------------------
Tel-Aviv, Israel                                  KOST FORER GABBAY & KASIERER  
March 25, 2005                                  A Member of Ernst & Young Global

EX-10
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                                                                      Exhibit 10

[LOGO] Lazar Levine & Felix LLP                                                 
CERTIFIED PUBLIC ACCOUNTANTS & BUSINESS CONSULTANTS               

INDEPENDENT AUDITORS' REPORT

To the Board of Directors                                                       
Pioneer Commercial Funding Corp.                                                
New York, New York                                                              

We have audited the  accompanying  balance sheet of Pioneer  Commercial  Funding
Corporation  (a New York  corporation)  as of December 31, 2003, and the related
statements of operations,  comprehensive income (loss), changes in stockholders'
equity  (deficit),  and cash  flows for the year  then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.                                                                      

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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  audit  provides  a
reasonable basis for our opinion.                                               

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Pioneer  Commercial  Funding
Corporation  as of December 31, 2003,  and the results of its operations and its
cash  flows for the year then ended in  conformity  with  accounting  principles
generally accepted in the United States of America.                             

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  the Company  has ceased  issuing  loans in its  mortgage
warehouse lending business.  The Company has also suffered recurring losses from
operations and has negative  working capital and net worth.  These factors raise
substantial doubt about its ability to continue as a going concern. Management's
plans  regarding  those  matters  are also  described  in Note 3. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.                                                               

                                                    /s/ Lazar Levine & Felix LLP
                                                    ----------------------------
                                                        LAZAR LEVINE & FELIX LLP

New York, New York                                                              
February 9, 2004                                                                

--------------------------------------------------------------------------------
350 FIFTH AVENUE 68th Floor / NEW YORK NY 10118-0170                            
T 212 736 1900 / F 212 629 3219                                                 

Other Offices: MORRISTOWN, NJ / T 973 267 1414                  www.lazarcpa.com
PARSIPPANY, NJ IT 973 428 3200                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘20-F/A’ Filing		Date		First		Last			Other Filings
Filed on:		8/24/05
		3/25/05		1
For Period End:		12/31/04							20-F,  NT 20-F
		2/9/04		2
		12/31/03		1		2			20-F,  20-F/A,  NT 20-F
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