content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
                                      FORM 8-K
                                    CURRENT REPORT
       Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
  
  
  
  
        Date of Report (Date of earliest reported) September 7, 2004
  
                               ICTS INTERNATIONAL N.V.
               (Exact name of registrant as specified in its chapter)
  
                                   The Netherlands
  
                            (State or other jurisdiction
                                  of incorporation)
  
                                       0-28542
                              (Commission File Number)
  
                                     00-0000000
                                    (IRS Employer
                                 Identification No.)
  
  
                 Biesbosch 225, 1181 JC Amstelveen, The Netherlands
                (Address of principal executive offices) (Zip Code)
  
  
  
       Registrant's telephone number, including area code: 011-31-20-347-1077
  
  
  
  
  
  
  
  
  
  <PAGE>
  Item 3.01  Notice of Delisting or Failure to Satisfy a Continued Listing Rule
  or Standard: Transfer of Listing
  
  The Registrant has received a letter from NASDAQ indicting that for the last 30
  consecutive trading days, The Company's common shares has not maintained a
  minimum market value of publicly held shares ("MVPHS") of $5,000,000 as
  required for continued inclusion under Marketplace Rule 4450(a)(2) (the "Rule").
  In accordance with Marketplace Rule 33450(e)(1), the Company will be provided
  90 calendar days, or until November 24, 2004 to regain compliance.  If, at
  anytime before November 24, 2004, the MVPHS is $5,000,000 or more for a
  minimum of 10 consecutive trading days, the Staff will provide written
  notification that the Company complies with the Rule.  If compliance with this
  Rule cannot be demonstrated by November 24, 2004, the Staff will provide
  written notification that the Company's securities will be delisted.
  
  
  Item 5.02  Departure of Directors or Principal Officers, Election of Directors;
  Appointment of Principal Officers
  
  In accordance with the laws of The Netherlands, at the Annual Shareholders
  Meeting held on August 31, 2004 the shareholders elected Ran Langer and
  Avraham Dan as managing directors of the Management Board which is the
  Operating Board of the Company.
  
  Mr.Ran Langer Mr.Ran Langer (59),  from 1979 through 1986 Mr. Langer had various
  duties with El Al Israel  Ainlines in their security  department in its European
  operations in German and England.  From 1986 to 1988 he was in priate  business.
  From 1988-1998 he was general  manager of the German  Subsidiaries  for ICTS and
  from 1998 to the present he is the joint  general  manager of  Seehafen  Rostock
  urnschlagsgesellschaft   mbH,  a  company   which  is  owned  by  the  principal
  shareholder of ICTS.
  
  Avraham Dan (59) was Chief  Executive  Officer and Director of
  Pazchem Limited, a chemical Company for the period 1995-2001. From 2001, 2004 he
  was an  independent  consultant.  He  Joined  ICTS  in June  2004  as the  Chief
  Financial Officer and became a managing director in August 2004.
  
  Mr. Barnea has stepped down as Managing Director and CEO of ICTS.
  
  
  
  <PAGE>
  
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                                  ICTS INTERNATIONAL N.V.
                                                     (Registrant)
  
  Date  September 9, 2004                         By: /s/ Avraham Dan
                                                   --------------------------
                                                  Avraham Dan, Managing Director
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "f8k-sept04.txt", "secsgml_size_bytes": 3890}]
metadata_filer: {"company-data": {"conformed-name": "ICTS INTERNATIONAL N V", "cik": "0001010134", "assigned-sic": "7389", "irs-number": "043212044", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28542", "film-number": "041021839"}, "business-address": {"street1": "1 ROCKEFELLER PLAZA", "street2": "SUITE 2412", "city": "NEW YORK", "state": "NY", "zip": "10020"}, "mail-address": {"street1": "1 ROCKEFELLER PLAZA", "street2": "SUITE 2412", "city": "NEW YORK", "state": "NY", "zip": "10020"}, "former-company": {"former-conformed-name": "ICTS HOLLAND PRODUCTION BV", "date-changed": "19960306"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
                                      FORM 8-K
                                    CURRENT REPORT
       Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
  
        Date of Report (Date of earliest reported) September 7, 2004
  
                               ICTS INTERNATIONAL N.V.
               (Exact name of registrant as specified in its chapter)
  
                                   The Netherlands
  
                            (State or other jurisdiction
                                  of incorporation)
  
                                       0-28542
                              (Commission File Number)
  
                                     00-0000000
                                    (IRS Employer
                                 Identification No.)
  
                 Biesbosch 225, 1181 JC Amstelveen, The Netherlands
                (Address of principal executive offices) (Zip Code)
  
       Registrant's telephone number, including area code: 011-31-20-347-1077
  Item 3.01  Notice of Delisting or Failure to Satisfy a Continued Listing Rule
  or Standard: Transfer of Listing
  
  The Registrant has received a letter from NASDAQ indicting that for the last 30
  consecutive trading days, The Company's common shares has not maintained a
  minimum market value of publicly held shares ("MVPHS") of $5,000,000 as
  required for continued inclusion under Marketplace Rule 4450(a)(2) (the "Rule").
  In accordance with Marketplace Rule 33450(e)(1), the Company will be provided
  90 calendar days, or until November 24, 2004 to regain compliance.  If, at
  anytime before November 24, 2004, the MVPHS is $5,000,000 or more for a
  minimum of 10 consecutive trading days, the Staff will provide written
  notification that the Company complies with the Rule.  If compliance with this
  Rule cannot be demonstrated by November 24, 2004, the Staff will provide
  written notification that the Company's securities will be delisted.
  
  Item 5.02  Departure of Directors or Principal Officers, Election of Directors;
  Appointment of Principal Officers
  
  In accordance with the laws of The Netherlands, at the Annual Shareholders
  Meeting held on August 31, 2004 the shareholders elected Ran Langer and
  Avraham Dan as managing directors of the Management Board which is the
  Operating Board of the Company.
  
  Mr.Ran Langer Mr.Ran Langer (59),  from 1979 through 1986 Mr. Langer had various
  duties with El Al Israel  Ainlines in their security  department in its European
  operations in German and England.  From 1986 to 1988 he was in priate  business.
  From 1988-1998 he was general  manager of the German  Subsidiaries  for ICTS and
  from 1998 to the present he is the joint  general  manager of  Seehafen  Rostock
  urnschlagsgesellschaft   mbH,  a  company   which  is  owned  by  the  principal
  shareholder of ICTS.
  
  Avraham Dan (59) was Chief  Executive  Officer and Director of
  Pazchem Limited, a chemical Company for the period 1995-2001. From 2001, 2004 he
  was an  independent  consultant.  He  Joined  ICTS  in June  2004  as the  Chief
  Financial Officer and became a managing director in August 2004.
  
  Mr. Barnea has stepped down as Managing Director and CEO of ICTS.
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                                  ICTS INTERNATIONAL N.V.
                                                     (Registrant)
  
  Date  September 9, 2004                         By: /s/ Avraham Dan
                                                   --------------------------
                                                  Avraham Dan, Managing Director