form10ksba.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-KSB/A

(Amendment #2)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the fiscal year ended December 31, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

COMMISSION FILE NUMBER: 001-32134

Z TRIM HOLDINGS, INC.

(Name of Small Business Issuer in its Charter)

ILLINOIS	36-4197173
(State or Other Jurisdiction of Identification No.)	(I.R.S. Employer)

1011 CAMPUS DRIVE MUNDELEIN, ILLINOIS 60060	(847) 549-6002
(Address of Principal Executive Offices, including Zip Code)	(Registrant's Telephone Number, Including Area Code)

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $.00005 par value	American Stock Exchange

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 [ ]

Check whether the issuer: (1) filed all reports required to be filed by Section 13 of 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

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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The issuer's revenues for its most recent fiscal year were: $616,848

The aggregate market value of the voting stock of the issuer held by non-affiliates of the issuer as of April 9, 2008 was $ 16,155,780. This aggregate market value is estimated solely for purposes of this report and are based on the closing price for the issuer's common stock on April 9, 2008, as reported on the American Stock Exchange. For the purpose of this report, it has been assumed that all officers and directors of the issuer are affiliates of the issuer. The statements made herein shall not be construed as an admission for determining the affiliate status of any person.

The number of shares of the registrant's common stock outstanding as of April 9, 2008 was 75,056,375.

Transitional Small Business Disclosure Format:

Yes No X

Explanatory Note

This abbreviated amended Annual Report on Form 10-KSB is being filed to correct the certifications made pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 attached as Exhibits 31.

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 as of September 15, 2008.

	Z TRIM HOLDINGS, INC.

	By:	/s/ Steven J. Cohen
		Steven J. Cohen
		Director, and Chief Executive 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 as of September 15, 2008.

/s/ Steven J. Cohen

Steven J. Cohen

Director and Chief Executive Officer

(principal executive officer)

/s/ Brian Chaiken

Brian Chaiken

Chief Financial Officer

(principal financial

or accounting officer)

/s/ Mark Hershhorn

Mark Hershhorn

Director

/s/ Brian Israel

Brian Israel

Director

/s/ Michael Donahue

Michael Donahue

Director

/s/ Triveni P. Shukla

Triveni P. Shukla

Director

/s/ Randal Hoff

Randal Hoff

Director

/s/ Harvey Rosenfeld

Harvey Rosenfeld

Director

INDEX OF EXHIBITS

EXHIBIT NO.	DESCRIPTION

31.1	Statement Under Oath of Principal Executive Officer of the Company pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2	Statement Under Oath of Principal Financial Officer of the Company pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1	Statement Under Oath of Principal Executive Officer of the Company pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.2	Statement Under Oath of Principal Financial Officer of the Company pursuant to Section 906 of Sarbanes-Oxley Act of 2002.