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       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 2005
                                                 REGISTRATION NO. 333-__________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               -------------------


                         VSUS TECHNOLOGIES INCORPORATED
  -----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<FONT size="1">

                           DELAWARE                                                                43-2033337
----------------------------------------------------------------           ---------------------------------------------------------

(State or other jurisdiction of incorporation or organization)                       (I.R.S. Employer Identification Number)
</FONT>

                         444 MADISON AVENUE, 24TH FLOOR
                            NEW YORK, NEW YORK 10022
 ------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

              VSUS TECHNOLOGIES INCORPORATED 2003 STOCK OPTION PLAN
                    EMPLOYMENT AGREEMENT WITH ELIYAHU KISSOS
 ------------------------------------------------------------------------------
                            (Full title of the plans)

                                 ELIYAHU KISSOS
                                    PRESIDENT
                         444 MADISON AVENUE, 24TH FLOOR
                            NEW YORK, NEW YORK 10022
                                 (212) 972-1400
 ------------------------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   COPIES TO:

                             JEFFREY A. RINDE, ESQ.
                               BONDY & SCHLOSS LLP
                         60 EAST 42ND STREET, 37TH FLOOR
                            NEW YORK, NEW YORK 10165
                                 (212) 661-3535

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                    (Address of principal executive offices)
<PAGE>


<FONT size="1">

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------- ------------------- ------------------- ------------------------ -------------------
                                                                   PROPOSED MAXIMUM      PROPOSED MAXIMUM
                                                 AMOUNT TO BE       OFFERING PRICE      AGGREGATE OFFERING         AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED              REGISTERED           PER SHARE               PRICE            REGISTRATION FEE
--------------------------------------------- ------------------- ------------------- ------------------------ -------------------

Common stock, par value $.001 per share,         15,000,000(1)         $  0.49(2)          $  7,350,000(2)         $    865.10
issuable under the 2003 Stock Option Plan.
--------------------------------------------- ------------------- ------------------- ------------------------ -------------------
Common stock, par value $.001 per share,          5,038,000(3)         $  0.98(4)          $  4,937,240(4)        $     581.11
issued pursuant to the Employment Agreement
--------------------------------------------- ------------------- ------------------- ------------------------ -------------------
Total registration fee....................                                                                        $   1,446.21

--------------------------------------------- ------------------- ------------------- ------------------------ -------------------
</FONT>

(1)     Represents (i) 610,750 shares of common stock which have been purchased
        upon the exercise of stock options granted under the registrant's 2003
        Stock Option Plan, and (ii) the maximum number of additional shares of
        common stock which could be purchased upon the exercise of all stock
        options now outstanding, or which may hereafter be granted under the
        registrant's 2003 Stock Option Plan, in accordance with Rule 416(c) of
        the Securities Act of 1933, as amended, and includes an indeterminate
        number of shares which may be issuable by reason of a stock dividend,
        stock split, recapitalization or other similar event, in accordance with
        Rules 416(a) of the Securities Act of 1933, as amended.

(2)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
        amended, based upon (i) the average of the closing bid price of $0.94
        and closing asked price of $1.01 of the registrant's common stock on
        the OTC Bulletin Board on April 29, 2005, with respect to: (A) 610,750
        shares of common stock which have been purchased upon the exercise of
        options granted under the registrant's 2003 Stock Option Plan, and (B)
        the 6,968,867 shares of common stock as to which options are available
        for grant under the 2003 Stock Option Plan, but have not been granted
        as of the date of this registration statement, and (ii) the option
        exercise prices to acquire shares of common stock which have been
        granted under the 2003 Stock Option Plan as of the date of filing of
        this registration statement, including: (A) 6,935,250 options to
        purchase shares of common stock at an exercise price of $0.001 per
        share, (B) 476,875 options to purchase shares of common stock at an
        exercise price of $0.01 per share, and (C) 8,258 options to purchase
        shares of common stock at an exercise price of $1.70 per share.

(3)     Includes an indeterminate number of shares that may be issuable by
        reason of a stock dividend, stock split, recapitalization or other
        similar event in accordance with Rule 416(a) of the Securities Act of
        1933, as amended.

(4)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
        based upon the average of the closing bid price of $0.94 and closing
        asked price of $1.01 of the registrant's common stock on the OTC
        Bulletin Board on April 29, 2005.

================================================================================
<PAGE>

                                EXPLANATORY NOTE

         This registration statement on Form S-8 (the "Registration Statement")
relates to 20,038,000 shares of common stock of VSUS Technologies Incorporated,
par value $0.001 per share (the "Common Stock"), which (i) may be purchased upon
the exercise of all stock options now outstanding under our 2003 Stock Option
Plan (the "2003 Plan"), or which may hereafter be granted under the 2003 Plan,
(ii) have been issued by us in connection with the exercise of options which
were granted under the 2003 Plan, and (iii) have been purchased pursuant to our
Employment Agreement with Mr. Eliyahu Kissos (the "Employment Agreement"), our
President and a director of ours.

         Part I of this Registration Statement lists information which has been,
or will be, sent or given to (i) participants in the 2003 Plan, and (ii) to Mr.
Kissos in connection with the Employment Agreement. The plan information
specified by Part I of Form S-8 is not being filed with the Securities and
Exchange Commission as permitted by the Note in Part I of Form S-8. This plan
information, the statement of availability of registrant information, and any
other information required by Item 2 of Part I of Form S-8, will be sent or
given to participants of the 2003 Plan, pursuant to Rule 428 under the
Securities Act of 1933, as amended.

         The material which follows Part I, up to, but not including the page
beginning "Part II" of this Registration Statement, constitutes a reoffer and
resale prospectus (the "Prospectus"), prepared in accordance with Part I of Form
S-3, as required by Instruction C of the General Instructions to Form S-8. This
Prospectus may be used for reoffers or resales of shares of our Common Stock
defined as "Restricted Securities" or "Control Securities" under Instruction C
to Form S-8 acquired or to be acquired by "Affiliates" (as such term is defined
in Rule 405 of the General Rules and Regulations under the Act), pursuant to the
Employment Agreement and, if applicable, the 2003 Plan.

         Part II contains information required in this Registration Statement
under Part II of Form S-8.




<PAGE>



                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION

         Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended, the documents containing the information specified in Part I of this
Registration Statement on Form S-8 have been, or will be, sent or given to (i)
participants in the 2003 Plan, and (ii) Mr. Eliyahu Kissos, in connection with
the Employment Agreement.

         These documents, together with the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof),
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL REPORT

         Upon the written or oral request by a participant in the 2003 Plan, or
by Mr. Kissos in connection with the Employment Agreement, we will provide any
of the documents incorporated by reference in Item 3 of Part II of this
Registration Statement (which documents are incorporated by reference into this
Section 10(a) prospectus), any documents required to be delivered to
participants pursuant to Rule 428(b), and any other additional information about
such plans. All of such documents and information will be available without
charge. Any such requests should be directed to us at 444 Madison Avenue, 24th
Floor, New York, New York 10165, to the attention of our Corporate Secretary.
Our telephone number is (212) 972-1400.




<PAGE>





                          REOFFER AND RESALE PROSPECTUS


                                6,990,000 SHARES

                         VSUS TECHNOLOGIES INCORPORATED

                                  COMMON STOCK

     This Prospectus relates to the offer and sale by persons who are called
Selling Stockholders of up to 6,990,000 shares of our Common Stock. We will not
receive any proceeds from the sale of these shares.


     Our Common Stock is listed on the OTC Bulletin Board under the symbol
"VSUS." On April 29, 2005, the closing sale price of the Common Stock as
reported on the OTC Bulletin Board was $1.01 per share.

                          ----------------------------


         THE SHARES BEING OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
PROSPECTIVE PURCHASERS SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON
PAGE 5 OF THIS PROSPECTUS.



         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION. NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

                       ----------------------------------


         The Selling Stockholders may offer their shares through public or
private transactions, on or off the OTC Bulletin Board, at prevailing market
prices, or at privately negotiated prices. The Selling Stockholders may include
pledgees, donees, transferees, or other successors in interest. We will provide
specific terms of any offerings made under this prospectus in prospectus
supplements, if necessary.



                   THE DATE OF THIS PROSPECTUS IS MAY 3, 2005.



<PAGE>








                               TABLE OF CONTENTS

                                                                           Page
                                                                           ----
        Prospectus Summary.....................................              3
        Risk Factors...........................................              5
        Special Note Regarding Forward-Looking
        Statements.............................................             16
        Use of Proceeds........................................             16
        Selling Stockholders...................................             17
        Plan of Distribution...................................             19
        Description of Capital Stock...........................             21
        Incorporation of Certain Information by
        Reference..............................................             27
        Legal Matters..........................................             28
        Experts................................................             28
        Where You Can Find More Information....................             28
        Commission Position on Indemnification for Securities Act
        Liabilities............................................             28

--------------------------------------------------------------------------------

         You should rely only on information contained in this document or to
which we have referred you. Neither we, nor the Selling Stockholders, have
authorized anyone to provide you with different or additional information. This
document may only be used where it is legal to sell these securities. The
information in this document may only be accurate on the date of this document.
You should not assume that the information in the prospectus, or incorporated
herein by reference, or in any prospectus supplement is accurate as of any date
other than the date on the front of those documents.
--------------------------------------------------------------------------------


                                       2
<PAGE>


                               PROSPECTUS SUMMARY

                                   OUR COMPANY

OUR CORPORATE HISTORY

         We were incorporated in Delaware as Safe Mail Limited, on September 20,
2000. On May 15, 2001, we changed our name to VSUS Technologies Incorporated.
Since inception, we have been a developer and marketer of highly secure
communication systems for use over the Internet.

         Effective as of April 15, 2004, we became a wholly-owned subsidiary of
Formula Footwear, Inc., a Utah corporation, when we merged with Formula
Acquisition Corp., its wholly-owned Delaware subsidiary. At the time of this
merger, each of our then issued and outstanding securities were converted into
and exchanged for an equal number of securities of Formula Footwear, Inc. In
addition, effective upon consummation of the merger, Formula Footwear, Inc.'s
officers and directors resigned, and were replaced by our officers and
directors. Also, commencing on the date of the merger, our business became the
primary business of Formula Footwear, Inc., which had no substantial business
operations prior to acquiring our company.

         Subsequently, effective as of June 9, 2004, Formula Footwear, Inc.,
merged with and into our company. At the effective time of this merger, all
issued and outstanding securities of Formula Footwear, Inc. were exchanged for
an equal number of our securities. After the merger, we continued as the
surviving company and successor filer.

RECENT DEVELOPMENTS

         Effective as of April 13, 2005, we reorganized our business by
transferring substantially all of our assets to VSUS Secured Services, Inc., a
Delaware corporation, and wholly-owned subsidiary of ours.

         Effective as of April 14, 2005, we acquired 1stAlerts, Inc., a company
that enables the provision of up-to-the-minute information over a secure,
private intranet, through a combination of push and pull technologies, when it
merged with and into our wholly-owned Delaware subsidiary, First Info Network,
Inc. At the time of this merger, among other things, we exchanged an aggregate
of 13,000,000 shares of our Common Stock, and 200 shares of our Series B
Participating Preferred Stock, for all of the issued and outstanding shares of
capital stock of 1stAlerts, Inc., and the officers and directors of 1stAlerts,
Inc. became officers and directors of ours.

         As a result of these recent developments, we are now operating as a
holding company, providing information technology products and services through
our two wholly-owned subsidiaries, VSUS Secured Services, Inc. and First Info
Network, Inc.

CORPORATE INFORMATION

         Our principal executive offices are located at 444 Madison Avenue, 24th
Floor, New York, New York 10022, and our telephone number is (212) 972-1400.

                                       3
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<FONT size="1">

----------------------------------------------------------------------------------------------------------------------

                                             THE OFFERING
------------------------------------------------ ---------------------------------------------------------------------

Issuer.........................................        VSUS Technologies Incorporated

Securities Offered.............................        6,990,000 shares of Common Stock

OTC Bulletin Board Symbol......................        "VSUS"

Use of Proceeds................................        We will not receive any of the proceeds from the sale by any
                                                       Selling Stockholders of the shares of our Common Stock

Offering Price.................................        To be determined by the prevailing market price for the
                                                       shares at the time of the sale or in negotiated transactions

Terms of the Sale..............................        To be determined at the time of the sale

Total Shares of our Common Stock Outstanding
as of May 3, 2005..............................        26,836,659
------------------------------------------------ ---------------------------------------------------------------------
</FONT>


                                  RISK FACTORS

         We urge you to read the "Risk Factors" section beginning on page 5 of
this Prospectus so that you understand the risks associated with an investment
in our common stock.

--------------------------------------------------------------------------------

                                       4
<PAGE>

                                  RISK FACTORS

     There are many risks that may affect our company or the value of our Common
Stock, including those described below. If any of these or other risks actually
occur, our business, financial condition and operating results, as well as the
trading price or value of our securities could be materially adversely affected
and you may lose all or part of your investment.

RISKS RELATING TO OUR BUSINESS

     WE ARE A DEVELOPMENT STAGE COMPANY, AND OUR LIMITED OPERATING HISTORY MAKES
EVALUATING OUR BUSINESS AND PROSPECTS DIFFICULT.

     We are a development stage company, and our limited operating history makes
it difficult to evaluate our current business and prospects or to accurately
predict our future revenues or results of operations. Our revenue and income
potential are unproven, and our business plan is constantly evolving. The
Internet is constantly changing and software technology is constantly improving.
Therefore we may need to continue to modify our business plan to adapt to these
changes. As a result of our being in the early stages of development,
particularly in an emerging technology industry, we are more vulnerable to
risks, uncertainties, expenses and difficulties than more established companies.
If we cannot successfully address the risks associated with early stage
development companies in emerging technologies, we may never achieve
profitability and we may not be able to continue operations.

     WE HAVE A HISTORY OF OPERATING LOSSES AND WE ANTICIPATE LOSSES AND NEGATIVE
CASH FLOW FOR THE FORESEEABLE FUTURE. UNLESS WE ARE ABLE TO GENERATE PROFITS AND
POSITIVE CASH FLOW WE MAY NOT BE ABLE TO CONTINUE OPERATIONS.

     We incurred an operating loss of $1,511,000 and negative cash flow from
operations of $980,000 during the year ended December 31, 2004, and an operating
loss of $1,369,000 and negative cash flow from operations of $258,000 during the
year ended December 31, 2003. We expect operating losses and negative cash flow
from operations to continue for the foreseeable future and to increase
significantly from current levels as we increase expenditures for:

          o    sales and marketing;

          o    technology;

          o    research and development; and

          o    general business enhancement.

     With increased on-going operating expenses, we will need to generate
significant revenues to achieve profitability. Consequently, we may never
achieve profitability. Even if we do achieve profitability, we may not sustain
or increase profitability on a quarterly or annual basis in the future. If we
are unable to achieve or sustain profitability in the future, we may be unable
to continue our operations.


                                       5
<PAGE>



     WE MAY REQUIRE ADDITIONAL CAPITAL TO PROCEED WITH OUR LONG-TERM BUSINESS
PLAN. IF WE ARE UNABLE TO OBTAIN SUCH CAPITAL IN FUTURE YEARS, WE MAY BE UNABLE
TO PROCEED WITH OUR LONG-TERM BUSINESS PLAN AND WE MAY BE FORCED TO LIMIT OR
CURTAIL OUR FUTURE OPERATIONS.

     In 2003 and 2004, we raised an aggregate of $1,750,000 in financing to fund
our operations. Recently, we raised an additional $215,000 to fund our
operations. We may require additional working capital to proceed with our
long-term business plan. If we are unable to raise additional financing should
it become necessary to do so, we may be unable to grow or to implement our
long-term business plan and, in fact, we may be forced to limit or curtail our
future operations.

     OUR AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN

     In conjunction with their 2004 year-end audit, our independent accountants
have issued an audit opinion with respect to our 2004 consolidated financial
statements, which includes an explanatory paragraph describing conditions that
raise substantial doubt about our ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty. We cannot be certain that our
business plans will be successful or which actions may become necessary to
preserve our business. Any inability to raise capital may require us to reduce
operations or could cause our business to fail.

     THE LOSS OF ANY OF OUR KEY PERSONNEL WOULD LIKELY HAVE AN ADVERSE EFFECT ON
OUR BUSINESS.

     Our future success depends, to a significant extent, on the continued
services of our key personnel. Our loss of any of these key personnel most
likely would have an adverse effect on our business. With the exception of our
Employment Agreement with Mr. Eliyahu Kissos, our President and a director of
ours, we currently have no contractual agreements with any of these personnel.
In addition, we do not have key man life insurance on any of these key
personnel.

     Competition for personnel throughout our industry is intense and we may be
unable to retain our current personnel, or attract, integrate or retain other
highly qualified personnel in the future. If we do not succeed in retaining our
current personnel, or in attracting and motivating new personnel, our business
could be materially adversely affected.

     THE ABSENCE OF THE TYPES OF FINANCIAL CONTROLS AND PROCEDURES REQUIRED OF
PUBLIC COMPANIES LEAVE INVESTORS IN OUR COMPANY WITHOUT THESE PROTECTIONS UNTIL
THEIR ABSENCE IS REMEDIED.

     The Sarbanes-Oxley Act requires public companies to maintain disclosure
controls and procedures that are designed to ensure that information required to
be disclosed in reports filed with the Securities and Exchange Commission is
recorded, processed, summarized and reported within the time required. This
includes controls and procedures to ensure that such information is accumulated
and communicated to management, including the principal executive officer and
principal financial officer, so as to allow timely decisions regarding required
disclosure of such information. The Sarbanes-Oxley Act also requires
documentation of internal control procedures, remediation as needed, and
periodic testing of these controls. We are in the process of reviewing our
internal controls with a view toward documenting the required controls and
procedures, remediating existing deficiencies and adopting a testing plan. This
process is in the initial stages. Because these controls are all designed to
protect the interests of investors in our securities, without these elements,
purchasers of our Common Stock in this offering would lack this protection until
their absence is remedied.


                                       6
<PAGE>



     OUR ACQUISITION OF 1STALERTS, INC. AND POTENTIAL ADDITIONAL FUTURE
ACQUISITIONS COULD BE DIFFICULT TO INTEGRATE AND COULD ADVERSELY AFFECT OUR
OPERATING RESULTS.

     As of April 14, 2005, we acquired 1stAlerts, Inc., when it merged with and
into First Info Network, Inc., our wholly-owned subsidiary. One of our
strategies for growth is the acquisition of businesses which are synergistic
with our current operations. We may not be able to find and consummate
acquisitions on terms and conditions acceptable to us. The acquisition of
1stAlerts, as well as other acquisitions we undertake, may involve a number of
special risks, including:

          o    Diversion of management's attention, which may make it difficult
               to complete existing projects;

          o    Potential failure to retain key acquired personnel, who may be
               difficult to replace, which could make it difficult to respond to
               our clients' needs;

          o    Assumptions of unanticipated contractual liabilities and
               potential lawsuits, which could result in significant legal costs
               and distractions to our management;

          o    Difficulties integrating systems, operations and cultures, which
               may lead to significant unexpected expenditures; and

          o    Amortization of acquired intangible assets, which may adversely
               affect our earnings per share, and consequently, the market price
               of our Common Stock.

     Any of these factors may have a material adverse affect on our business and
operations.

     OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE, AND MAY FLUCTUATE
SIGNIFICANTLY.

     Our operating results are likely to fluctuate significantly in the future
due to a variety of factors, many of which are outside of our control. Factors
which may cause operating results to fluctuate significantly include the
following:

          o    new technology or products introduced by us or by our
               competitors;

          o    the timing and uncertainty of sales cycles and seasonal declines
               in sales;

          o    our success in marketing and market acceptance of our products
               and services by our existing customers and by new customers;

          o    a decrease in the level of spending for information
               technology-related products and services by our existing and
               potential customers; and

          o    general economic conditions, as well as economic conditions
               specific to users of our products and technology.

     Our operating results may be volatile and difficult to predict. As such,
future operating results may fall below the expectations of securities analysts
and investors. In this event, the trading price of our Common Stock may fall
significantly.

                                       7
<PAGE>

     WE EXPECT TO GENERATE SOME REVENUES AND INCUR SOME OPERATING EXPENSES
OUTSIDE OF THE UNITED STATES. IF APPLICABLE CURRENCY EXCHANGE RATES FLUCTUATE,
OUR REVENUES AND RESULTS OF OPERATIONS MAY BE MATERIALLY AND ADVERSELY AFFECTED.

     We expect that some portion of our revenues will be based on sales outside
of the United States. In addition, we expect that some of our operating expenses
will be incurred outside of the United States. As a result, our financial
performance will be affected by fluctuations in the value of the U.S. dollar to
foreign currency. At the present time, we have no plan or policy to utilize
forward contracts or currency options to minimize this exposure, and even if
these measures are implemented there can be no assurance that such arrangements
will be available, be cost effective or be able to fully offset such future
currency risks.

     WE FACE RESTRICTIONS ON THE EXPORTATION OF OUR ENCRYPTION TECHNOLOGY, WHICH
COULD LIMIT OUR ABILITY TO MARKET OUR PRODUCTS OUTSIDE OF THE UNITED STATES.

     Some of our Internet security products utilize and incorporate encryption
technology. Exports of software products utilizing encryption technology are
generally restricted by the United States and various non-United States
governments, particularly in response to the terrorist acts of September 11,
2001. If we do not obtain the required approvals, we may not be able to sell
some of our products in international markets, which could materially adversely
affect our results of operations.

     OTHER RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS COULD ADVERSELY AFFECT
OUR BUSINESS OPERATIONS AND OUR RESULTS OF OPERATIONS.

     There are certain risks inherent in doing business on an international
level, such as:

          o    unexpected changes in regulatory requirements and export and
               import restrictions;

          o    controls relating to encryption technology that may limit sales
               sometime in the future;

          o    legal uncertainty regarding liability and compliance with foreign
               laws;

          o    competition with foreign companies or other domestic companies
               entering into the foreign markets in which we operate;

          o    tariffs and other trade barriers and restrictions;

          o    difficulties in staffing and managing foreign operations;

          o    longer sales and payment cycles;

          o    problems in collecting accounts receivable;

          o    political instability;

          o    fluctuations in currency exchange rates;

          o    software piracy; and

                                       8
<PAGE>

          o    seasonal reductions in business activity during the summer months
               in Europe and elsewhere; and potentially adverse tax
               consequences.

     Any of these factors could adversely impact the success of our
international operations. One or more of such factors may impair our future
international operations and our overall financial condition and business
prospects.

     WE FACE OTHER GOVERNMENTAL REGULATION AND LEGAL UNCERTAINTIES WITH RESPECT
TO OUR BUSINESS.

     Due to the increasing popularity and use of the Internet and online
services, it is possible that a number of laws and regulations may be adopted
with respect to the Internet or other online services covering issues such as
user privacy, pricing, content, copyrights, distribution and characteristics and
quality of products and services. Furthermore, the growth and development of the
market for online commerce may prompt calls for more stringent consumer
protection laws that may impose additional burdens on those companies conducting
business online. The adoption of any additional laws or regulations may decrease
the growth of the Internet or other online services, which could, in turn,
decrease the demand for our products and services, and increase its cost of
doing business, or otherwise have a material adverse effect on its business,
prospects, financial condition and results of operations. Moreover, the
applicability to the Internet and other online services of existing laws in
various jurisdictions governing issues such as property ownership, sales and
other taxes, libel and personal privacy is uncertain and may take years to
resolve. Any such new legislation or regulation, the application of laws and
regulations of jurisdictions whose laws do not currently apply to our business,
or the application of existing laws and regulations to the Internet and other
online services could have a material adverse effect on our business, financial
condition and results of operations.

     Permits or licenses may be required from federal, state or local
governmental authorities to operate or to sell certain products on the Internet.
No assurances can be given that such permits or licenses will be obtainable. We
may be required to comply with future national and/or international legislation
and statutes regarding conducting commerce on the Internet in all or specific
countries throughout the world. No assurance can be made that First Info will be
able to comply with such legislation or statutes.

RISKS RELATING TO OUR PRODUCTS AND SERVICES

     THE BUSINESS ENVIRONMENT IS HIGHLY COMPETITIVE AND, IF WE DO NOT COMPETE
EFFECTIVELY, WE MAY EXPERIENCE MATERIAL ADVERSE EFFECTS ON OUR OPERATIONS.

     The market for Internet security products and services, and other
information technology products and services, is intensely competitive and has
historically been characterized by low financial entry barriers. Therefore, we
expect competition to increase in the future. We compete with large and small
companies that provide products and services that are similar to some aspects of
our products and services. Our competitors may develop new technologies in the
future that are perceived as being more secure, effective or cost efficient than
the technology underlying our products and services.

     Some of our competitors have longer operating histories, greater name
recognition, access to larger customer bases and significantly greater
financial, technical and marketing resources than we do. As a result, they may
be able to adapt more quickly to new or emerging technologies and changes in
customer requirements or to devote greater resources to the promotion and sale
of their products than we will. We believe that there may be increasing
consolidation in the Internet software services industry and that this
consolidation may materially adversely affect our competitive position. In
addition, our competitors may have established or may establish financial or
strategic relationships among themselves,

                                       9
<PAGE>

or with existing or potential customers, resellers or other third parties, and
rapidly acquire significant market share. If we cannot compete effectively, we
may experience future price reductions, reduced gross margins and loss of market
share, any of which will materially adversely affect our business, operating
results and financial condition.

     IF WE ARE UNABLE TO DEVELOP BRAND RECOGNITION, WE MAY BE UNABLE TO GENERATE
SIGNIFICANT REVENUES AND OUR RESULTS OF OPERATIONS MAY BE MATERIALLY ADVERSELY
AFFECTED.

     To attract customers we may have to develop a brand identity and increase
public awareness of our technology and products. To increase brand awareness, we
expect to significantly increase our expenditures for advertising and other
marketing initiatives. However, these activities may not result in significant
revenue and, even if they do, any revenue may not offset the expenses incurred
in building brand recognition. Moreover, despite these efforts, we may not be
able to increase public awareness of our brands, which would have a material
adverse effect on our results of operations.

     IF WE ARE UNABLE TO RESPOND TO RAPID TECHNOLOGICAL CHANGE AND IMPROVE OUR
PRODUCTS AND SERVICES, OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED.

     The Internet software services industry is characterized by rapid
technological advances, changes in customer requirements, frequent new product
introductions and enhancements and evolving industry standards in computer
hardware and software technology. As a result, we must continually change and
improve our products in response to changes in operating systems, application
software, computer and communications hardware, networking software, programming
tools and computer language technology. The introduction of products embodying
new technologies and the emergence of new industry standards may render existing
products obsolete or unmarketable. In particular, the market for Internet and
intranet applications is relatively new and is rapidly evolving. Our future
operating results will depend upon our ability to enhance our current products
and to develop and introduce new products on a timely basis that address the
increasingly sophisticated needs of our end-users and that keep pace with
technological developments, new competitive product offerings and emerging
industry standards. If we do not respond adequately to the need to develop and
introduce new products or enhancements of existing products in a timely manner
in response to changing market conditions or customer requirements, our
operating results may be materially diminished.

     WE MAY NOT BE ABLE TO PROTECT AND ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS,
WHICH COULD RESULT IN THE LOSS OF OUR RIGHTS, LOSS OF BUSINESS OR INCREASED
COSTS.

     Our success depends to a significant degree upon the protection of our
software and other proprietary technology. The unauthorized reproduction or
other misappropriation of our proprietary technology would enable third parties
to benefit from our technology without paying us for it. Although we have taken
steps to protect certain of our proprietary technology, such steps may be
inadequate, and the unauthorized use thereof could have a material adverse
effect on our business, results of operations and financial condition. Existing
trade secret, copyright and trademark laws offer only limited protection.
Moreover, the laws of other countries in which we market our products may afford
little or no effective protection of our intellectual property. If we resort to
legal proceedings to enforce our intellectual property rights, the proceedings
could be burdensome and expensive, even if we were to prevail.



                                       10
<PAGE>


     CLAIMS BY THIRD PARTIES THAT WE INFRINGE UPON THEIR PROPRIETARY TECHNOLOGY
COULD HURT OUR FINANCIAL CONDITION.

     If we discover that any of our products, or the technology we license from
third parties, violates third party proprietary rights, we may not be able to
reengineer our product or obtain a license on commercially reasonable terms to
continue offering such products without substantial reengineering. In addition,
product development is inherently uncertain in a rapidly evolving technology
environment in which there may be numerous patent applications pending for
similar technologies, many of which are confidential when filed. Although we
sometimes may be indemnified by third parties against claims that licensed third
party technology infringes proprietary rights of others, indemnity may be
limited, unavailable or, where the third party lacks sufficient assets or
insurance, ineffective. We currently do not have liability insurance to protect
against the risk that our technology or future licensed third party technology
infringes the proprietary rights of others. Any claim of infringement, even if
invalid, could cause us to incur substantial costs defending against the claim
and could distract our management from our business. Furthermore, a party making
such a claim could secure a judgment that requires us to pay substantial
damages. A judgment could also include an injunction or other court order that
could prevent us from selling our products. Any of these events could have a
material adverse effect on our business, operating results and financial
condition.

     IF OUR ELECTRONIC SECURITY DEVICES WERE BREACHED, OUR BUSINESS WOULD BE
MATERIALLY ADVERSELY AFFECTED.

     A key element of our technology and products is our Internet security
feature. If anyone is able to circumvent our security measures, they could
misappropriate proprietary information or cause interruptions or problems with
hardware and software of customers using our products. Any such security
breaches could significantly damage our reputation. In addition, we could be
liable to our customers for the damages caused by such breaches or we could
incur substantial costs as a result of defending claims for those damages. We
may need to expend significant capital and other resources to protect against
such security breaches or to address problems caused by such breaches. Security
measures taken by us may not prevent disruptions or security breaches. In the
event that future events or developments result in a compromise or breach of the
technology we use to protect a customer's personal information, our financial
condition and business could be materially adversely affected.

     WE RELY ON THIRD-PARTY SOFTWARE AND CONTENT AS A COMPONENT OF OUR PRODUCTS
AND SERVICES.

     We integrate third-party software and content as a component of our
software. There are inherent limitations in the use and capabilities of much of
the technology that we license from third parties. As a result, we face a number
of challenges in integrating these elements into our products and services. We
would be seriously harmed if the providers from whom we license software and
content ceased to deliver

                                       11
<PAGE>

and support reliable products, enhance their current products or respond to
emerging industry standards. In addition, the third-party software and content
may not continue to be available to us on commercially reasonable terms or at
all. The loss of, or inability to maintain or obtain this software, could result
in delays or reductions. Furthermore, we might be forced to limit the features
available in our current or future product offerings. Either alternative could
seriously harm our business and operating results.

     WE HAVE ENTERED INTO A RESTRICTIVE LICENSING AND DEVELOPMENT ARRANGEMENT
WITH A FORMER OFFICER AND DIRECTOR OF OURS.

     As of January 28, 2005, we entered into a settlement agreement with a
former officer and director of ours, pursuant to which we granted him a
worldwide, perpetual license, including the right to sublicense, to use certain
software of ours internally in the operations of ViVaVu, Inc., a new company he
organized, and incorporate our software in larger programs and systems, which he
may commercially market, license and sell copies of. Notwithstanding the
foregoing, he has agreed not to compete with us in certain business
opportunities we intend to pursue.

     In addition, our former officer and director agreed that ViVaVu will
provide us with certain customer service and support, development services,
which may include, among other things, software design, programming, maintenance
and training and certain hosting services. As a result of his provision of these
services to us, we are dependent on our relationship with him. This relationship
may prove to be unsuccessful. Any disruption of our relationship with this
former officer and director could seriously harm our business and operating
results.

RISKS RELATING TO OUR COMMON STOCK AND OTHER SECURITIES

     OUR COMMON STOCK PRICE MAY BE VOLATILE.

     The market prices of securities of Internet and technology companies are
extremely volatile and sometimes reach unsustainable levels that bear no
relationship to the past or present operating performance of such companies.
Factors that may contribute to the volatility of the trading price of our Common
Stock include, without limitation:

          o    our quarterly results of operations;

          o    the variance between our actual quarterly results of operations
               and predictions by stock analysts;

          o    financial predictions and recommendations by stock analysts
               concerning Internet companies and companies competing in our
               market in general, and concerning us in particular;

          o    public announcements of technical innovations relating to our
               business, new products or technology by us or our competitors, or
               acquisitions or strategic alliances by us or our competitors;

          o    public reports concerning our products or technology or those of
               our competitors; and

          o    the operating and stock price performance of other companies that
               investors or stock analysts may deem comparable to us.

                                       12
<PAGE>

     In addition to the foregoing factors, the trading prices for equity
securities in the stock market in general, and of Internet-related companies in
particular, have been subject to wide fluctuations that may be unrelated to the
operating performance of the particular company affected by such fluctuations.
Consequently, broad market fluctuations may have an adverse effect on the
trading price of our Common Stock, regardless of our results of operations.

     THERE IS A LIMITED MARKET FOR OUR COMMON STOCK. IF A SUBSTANTIAL AND
SUSTAINED MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, OUR STOCKHOLDERS'
ABILITY TO SELL THEIR SHARES MAY BE MATERIALLY AND ADVERSELY AFFECTED.

     Our Common Stock is tradable in the over-the-counter market and is quoted
on the OTC Bulletin Board under the symbol "VSUS." Many institutional and other
investors refuse to invest in stocks that are traded at levels below the Nasdaq
Small Cap Market, which could make our efforts to raise capital more difficult.
In addition, the firms that make a market for our Common Stock could discontinue
that role. OTC Bulletin Board stocks are often lightly traded or not traded at
all on any given day. We cannot predict whether a more active market for our
Common Stock will develop in the future. In the absence of an active trading
market:

          o    investors may have difficulty buying and selling or obtaining
               market quotations;

          o    market visibility for our Common Stock may be limited; and

          o    a lack of visibility for our Common Stock may have a depressive
               effect on the market price for our Common Stock.

     OUR CURRENT EXECUTIVE OFFICERS, DIRECTORS AND MAJOR STOCKHOLDERS OWN A
SIGNIFICANT PERCENTAGE OF OUR VOTING STOCK. AS A RESULT, THEY EXERCISE
SIGNIFICANT CONTROL OVER OUR BUSINESS AFFAIRS AND POLICY.

     As of the date hereof, our current executive officers, directors and
holders of 5% or more of our outstanding Common Stock together beneficially
owned approximately 71.3% of our outstanding Common Stock, assuming they
exercised all of the currently vested stock options and warrants held by them.
These stockholders are able to significantly influence all matters requiring
approval by stockholders, including the election of directors and the approval
of significant corporate transactions. This concentration of ownership may also
have the effect of delaying, deterring or preventing a change in control and may
make some transactions more difficult or impossible to complete without the
support of these stockholders.

     SHARES ISSUABLE UPON THE EXERCISE OF STOCK OPTIONS, WARRANTS AND SHARES OF
CONVERTIBLE PREFERRED STOCK COULD DILUTE STOCK HOLDINGS AND ADVERSELY AFFECT OUR
STOCK PRICE.

     As of the date hereof, options to acquire 7,420,383 shares of Common Stock
have been issued to certain employees and other persons, pursuant to our 2003
Stock Option Plan, 7,161,500 of which are currently exercisable. In addition, we
have granted 1,183,750 non-plan options to a former officer and director of
ours, all of which are currently vested. These options are exercisable at
various prices, most of which are at or below the market price of our stock. If
exercised, these options will cause immediate and possibly substantial dilution
to our stockholders. As of the date hereof, our existing stock option plan has
6,968,867 shares remaining for issuance. Future options issued under the plan
may have further dilutive effects.

     In addition, we recently: (i) converted certain loans made to us into units
consisting of shares of preferred stock and warrants, (ii) issued debentures,
convertible into shares of our Common Stock, and

                                       13
<PAGE>

warrants, in connection with a financing we completed, and (iii) assumed
additional warrants in connection with an acquisition we made. These securities
are convertible or exercisable at various prices, some of which may be at or
below the market price of our stock. Any such conversion or exercise would have
a dilutive effect on stockholders. Issuance of shares pursuant to the conversion
of shares of our preferred stock and convertible debentures, or the exercise of
warrants, could lead to subsequent sales of the shares in the public market,
which could depress the market price of our stock by creating an excess in
supply of shares for sale. Issuance of these shares and sale of these shares in
the public market could also impair our ability to raise capital by selling
equity securities.

     A LARGE NUMBER OF SHARES WILL BE ELIGIBLE FOR FUTURE SALE AND MAY DEPRESS
OUR STOCK PRICE.

     As of the date hereof, we had outstanding 26,836,659 shares of Common Stock
of which 19,147,750 shares are "restricted securities" as that term is defined
under Rule 144 promulgated under the Securities Act of 1933. These restricted
shares are eligible for sale under Rule 144 at various times. We have entered
into registration rights agreements requiring us to register the resale of
approximately 17,968,130 shares of our Common Stock, including shares of our
Common Stock issuable upon the conversion of shares of our outstanding
convertible preferred stock and convertible debentures, and the exercise of our
outstanding warrants. No prediction can be made as to the effect, if any, that
sales of shares of Common Stock or the availability of such shares for sale will
have on the market prices prevailing from time to time. Nevertheless, the
possibility that substantial amounts of our Common Stock may be sold in the
public market may adversely affect prevailing market prices for the Common Stock
and could impair our ability to raise capital through the sale of our equity
securities.

     WE HAVE A SIGNIFICANT AMOUNT OF AUTHORIZED BUT UNISSUED PREFERRED STOCK,
WHICH MAY AFFECT THE LIKELIHOOD OF A CHANGE OF CONTROL IN OUR COMPANY.

     Our board of directors has the authority, without further action by the
stockholders, to issue 20,000,000 shares of preferred stock on such terms and
with such rights, preferences and designations as it may determine, in its sole
discretion. Such terms may include restricting dividends on our Common Stock,
dilution of the voting power of our Common Stock, or impairing the liquidation
rights of the holders of our Common Stock. The board has already authorized
classes of Series A Convertible Preferred Stock, Series B Participating
Preferred Stock and Series C Convertible Preferred Stock. Issuance of such
preferred stock, depending on the rights, preferences and designations thereof,
may have the effect of delaying, deterring or preventing a change in control.

     WE DO NOT INTEND TO PAY DIVIDENDS IN THE NEAR FUTURE.

     Our board of directors determines whether to pay dividends on our issued
and outstanding shares. The declaration of dividends will depend upon our future
earnings, our capital requirements, our financial condition and other relevant
factors. Our board does not intend to declare any dividends on our shares for
the foreseeable future.

     OUR COMMON STOCK IS CURRENTLY A "PENNY STOCK." AS A RESULT, TRADING
OF OUR SHARES IS SUBJECT TO SPECIAL REQUIREMENTS THAT COULD IMPEDE OUR
STOCKHOLDERS' ABILITY TO RESELL THEIR SHARES.

     Our Common Stock is currently a "penny stock," as that term is defined in
Rule 3a51-1 of the Securities and Exchange Act of 1934, because it is selling at
a price below five dollars per share. In the future, if we are unable to list
our Common Stock on Nasdaq, or a national securities exchange, or the per share
sale price is not at least $5.00, our Common Stock may continue to be deemed to
be a "penny stock." Penny stocks are stocks:

          o    with a price of less than five dollars per share;

                                       14
<PAGE>

          o    that are not traded on a recognized national exchange;

          o    whose prices are not quoted on the Nasdaq automated quotation
               system ; or

          o    of issuers with net tangible assets less than (i) $2,000,000 if
               the issuer has been in continuous operation for at least three
               years; or (ii) $5,000,000 if in continuous operation for less
               than three years; or (iii) of issuers with average revenues of
               less than $6,000,000 for the last three years.

     Section 15(g) of the Exchange Act, and Rule 15g-2 of the Securities and
Exchange Act of 1934, require broker-dealers dealing in penny stocks to provide
potential investors with a document disclosing the risks of penny stocks and to
obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account. Moreover,
Rule 15g-9 of the Securities and Exchange Act of 1934 requires broker-dealers in
penny stocks to approve the account of any investor for transactions in such
stocks before selling any penny stock to that investor. This procedure requires
the broker-dealer:

          o    to obtain from the investor information concerning his or her
               financial situation, investment experience and investment
               objectives;

          o    to determine reasonably, based on that information, that
               transactions in penny stocks are suitable for the investor and
               that the investor has sufficient knowledge and experience as to
               be reasonably capable of evaluating the risks of penny stock
               transactions;

          o    to provide the investor with a written statement setting forth
               the basis on which the broker-dealer made the determination in
               (ii) above; and

          o    to receive a signed and dated copy of such statement from the
               investor, confirming that it accurately reflects the investor's
               financial situation, investment experience and investment
               objectives.

     Compliance with these requirements may make it more difficult for holders
of our Common Stock to resell their shares to third parties or to otherwise
dispose of them.

     OUR RESTATED CERTIFICATE OF INCORPORATION, AND DELAWARE LAW, CONTAIN
PROVISIONS THAT COULD DISCOURAGE AN ACQUISITION OR CHANGE OF CONTROL OF OUR
COMPANY.

     Our restated certificate of incorporation authorizes our board of directors
to issue preferred stock without stockholder approval. Provisions of our
certificate of incorporation, such as the provision allowing our board of
directors to issue preferred stock with rights more favorable than our Common
Stock, could make it more difficult for a third party to acquire control of us,
even if that change of control might benefit our stockholders. In addition,
certain "anti-takeover" provisions in Delaware law may restrict the ability of
our stockholders to authorize a merger, business combination or change of
control.


                                       15
<PAGE>



                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This Prospectus and the documents incorporated by reference in this
Prospectus contain forward-looking statements. These forward-looking statements
are based on our current expectations, estimates and projections about our
industry, management's beliefs and certain assumptions made by us. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates"
and variations of these words or similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to predict. Therefore, our actual results could differ materially
from those expressed or forecasted in any forward-looking statements as a result
of a variety of factors, including those set forth in "Risk Factors" above and
elsewhere in, or incorporated by reference into, this Prospectus. We undertake
no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.


                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of the shares by
the Selling Stockholders. All sale proceeds will be received by the Selling
Stockholders. However, to the extent that a Selling Stockholder exercises
options to purchase shares of Common Stock that are sold under the Registration
Statement of which this Prospectus forms a part, we will receive the proceeds
from the exercise of those options. We expect to use the proceeds from the
exercise of those options for working capital purposes. Specific determinations
will be made at the respective times that the exercises occur.

         The amounts and timing of our actual expenditures will depend upon
numerous factors, including our marketing and sales activities, and the amount
of cash generated by our operations. We may find it necessary or advisable to
use portions of the proceeds for other purposes.


                                       16
<PAGE>


                              SELLING STOCKHOLDERS

     The following table sets forth the names of the Selling Stockholders, the
number of and percent of outstanding shares of Common Stock beneficially owned
by each of them prior to this offering, and the number of shares being offered
on behalf of each Selling Stockholder in this offering. All information
contained in the table below is based upon information provided to us by the
Selling Stockholders, and we have not independently verified this information.
We are not able to estimate the amount of shares that will be held by the
Selling Stockholders after the completion of this offering because the Selling
Stockholders may offer all or some of their shares and we are not aware of any
agreements, arrangements or understandings with respect to the sale of any of
their shares. The following table assumes that all of the shares being
registered will be sold. The Selling Stockholders are not making any
representation that any shares covered by the Prospectus will be offered for
sale. The Selling Stockholders reserve the right to accept or reject, in whole
or in part, any proposed sale of shares.

GRANTS OF STOCK OPTIONS TO MR. MATIS COHEN

     Mr. Matis Cohen served as our President, and as a director and consultant
of ours, commencing January 1, 2003. In consideration for such services,
pursuant to our 2003 Stock Option Plan: (i) as of January 1, 2003, we granted
Mr. Cohen stock options to purchase 910,000 shares of our Common Stock, at an
exercise price of $0.01 per share (the "2003 Cohen Options"); and (ii) as of
February 1, 2004, we granted Mr. Cohen stock options to purchase 42,000 shares
of our Common Stock, at an exercise price of $0.001 per share (the "2004 Cohen
Options").

     Effective as of January 6, 2005, Mr. Cohen was removed from our board of
directors, and, subsequently, as an officer of ours. As a result of such
removal, 341,250 of the 2003 Cohen Options, which had not already vested,
automatically expired on the date thereof.

     As of March 6, 2005, Mr. Cohen's 568,750 remaining 2003 Cohen Options were
repriced to $0.001, to give effect to a stock split we completed in January
2004. As of March 21, 2005, Mr. Cohen exercised his 568,750 2003 Cohen Options,
and his 42,000 2004 Cohen Options.

     Simultaneously with our acquisition of 1stAlerts, Inc., as of April 14,
2005, as described elsewhere in this report, Mr. Cohen was reinstated as a
director of ours, and was appointed as a director of our wholly-owned
subsidiary, VSUS Secured Services, Inc. In connection with his reinstatement, we
reissued his 341,250 stock options, which had automatically expired at the time
of his removal. The stock options: (i) are exercisable at a price of $0.001 per
share, (ii) vested 50% on the date of Mr. Cohen's reinstatement, (iii) will vest
with respect to the remaining 50% on June 30, 2005, and have a term of five (5)
years.

     In addition, simultaneously with our acquisition of 1stAlerts, Inc., we
entered into a Consulting Agreement with Mr. Cohen, pursuant to which he shall
serve as a consultant in connection with our operations, and the operations of
VSUS Secured Services, Inc., our wholly-owned subsidiary, in Israel. In
consideration for his services as a consultant, we issued Mr. Cohen options to
purchase 1,000,000 shares of our Common Stock, at an exercise price of $0.001
per share. The options vested 100% on the date of grant and have a term of five
(5) years.

SALE OF SHARES TO ELIYAHU KISSOS

     As of January 28, 2005, we entered into a Settlement Agreement, with Mr.
Amiram Ofir (the "Settlement Agreement"), who, prior to that date, had been our
Chief Executive Officer, and a director of ours, and an officer and director of
each of our subsidiaries. Pursuant to the Settlement Agreement, among other
things, 4,389,000 shares of our Common Stock held by Ofir Holding Limited, a
company

                                       17
<PAGE>

controlled by Mr. Ofir, and 649,000 shares of our Common Stock, jointly
owned by Mr. Ofir and Mrs. Hannah Ofir, Mr. Ofir's spouse and a former officer
of ours (collectively, the "Ofir Shares"), were sold to Mr. Eliyahu Kissos, who,
at the time, became our President and sole director, and the President and sole
director of each of our subsidiaries, for an aggregate purchase price of
$170,000 (the "Purchase Price"). The Purchase Price was negotiated as part of
the overall settlement, and, therefore, did not necessarily represent the market
value of shares of our Common Stock on the date of this transaction.

     On April 28, 2005, we entered into an Employment Agreement with Mr. Kissos,
in connection with his services as our President, and a director of ours. The
Employment Agreement has a term of four (4) years, unless sooner terminated.
Pursuant to the Employment Agreement, in consideration for his services, we
issued Mr. Kissos 5,038,000 shares of our Common Stock (the "Kissos Shares"). We
have the right to repurchase certain amounts of the Kissos Shares under certain
circumstances. In addition, the Employment Agreement entitles Mr. Kissos to
bonuses, at the discretion of the board of directors, and certain other
benefits. The Employment Agreement contains confidentiality, non-compete and
other customary provisions.

     As of April 28, 2005, concurrently with entering into the Employment
Agreement, Mr. Kissos cancelled the 5,038,000 Ofir Shares he had purchased in
connection with the Settlement Agreement.

<FONT size="1">

                                  NUMBER OF SHARES OF          PERCENT OF              NUMBER OF
                                      COMMON STOCK            OUTSTANDING              SHARES OF
                                   BENEFICIALLY OWNED            SHARES               COMMON STOCK
                                       PRIOR TO            BENEFICIALLY OWNED          OFFERED IN
SELLING STOCKHOLDERS                  OFFERING(1)         PRIOR TO OFFERING(2)       THIS OFFERING
----------------------------     ---------------------   ----------------------  ------------------------

Matis Cohen
Director                               1,952,000(3)               6.4%                  1,952,000

Eliyahu Kissos
President and Director                 5,038,000                 18.8%                  5,038,000
</FONT>

---------------------
(1)  For the purposes of this table, the number of shares of Common Stock owned
     prior to this offering includes (i) all shares of Common Stock owned as of
     the date of this Prospectus, and (ii) shares of Common Stock which would be
     owned if all options granted under the 2003 Plan as of the date of this
     Prospectus were exercised, regardless of whether those options are
     currently exercisable.

(2)  Applicable percentage of ownership is based on 26,836,659 shares of Common
     Stock outstanding as of the date hereof.

(3)  Consists of (i) 610,750 shares of common stock, and (ii) 1,341,250 shares
     of common stock issuable upon the exercise of stock options.

     This Prospectus also covers any additional shares of common stock that
become issuable in connection with the shares being registered by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration or certain dilutive stock
issuances which results in an increase in the number of our outstanding shares
of common stock.

     This Prospectus may be used for reoffers or resales of shares of our Common
Stock defined as "Restricted Securities" or "Control Securities" under
Instruction C to Form S-8 acquired or to be acquired by "Affiliates" (as such
term is defined in Rule 405 of the General Rules and Regulations under the Act),
pursuant to the Employment Agreement and 2003 Plan. Participants under the 2003
Plan who are deemed to be "Affiliates" of ours who acquire shares of Common
Stock under the 2003 Plan may be added to the

                                       18
<PAGE>

Selling Stockholders listed below from time to time by use of a prospectus
supplement filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended.

                              PLAN OF DISTRIBUTION

         We are registering the shares of Common Stock covered by this
Prospectus for the Selling Stockholders. To the extent required, we will
identify any additional Selling Stockholders in a supplement to this Prospectus.

         The Selling Stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. The Selling
Stockholders may sell the shares on the over-the-counter market or in private
transactions, at market prices prevailing at the time of sale, at prices related
to the prevailing market prices, or at negotiated prices.

     In addition, the Selling Stockholders may sell some or all of their shares
through:

     o    a block trade in which a broker-dealer may resell a portion of the
          block, as principal, in order to facilitate the transaction;

     o    purchases by a broker-dealer, as principal, and resale by the
          broker-dealers for its account; or

     o    ordinary brokerage transactions and transactions in which a broker
          solicits purchasers.

     The Selling Stockholders may enter into hedging transactions with respect
to their shares. For example, the Selling Stockholders may:

     o    enter into transactions involving short sales of the shares by
          broker-dealers;

     o    sell shares short themselves and redeliver such shares to close out
          their short positions;

     o    enter into option or other types of transactions that require the
          Selling Stockholders to deliver shares to a broker-dealer, who will
          then resell or transfer the shares under this prospectus; or

     o    loan or pledge the shares to a broker-dealer, who may sell the loaned
          shares or, in the event of default, sell the pledged shares.

     The Selling Stockholders may negotiate and pay broker-dealers commissions,
discounts or concessions for services. Broker-dealers engaged by the Selling
Stockholders may allow other broker-dealers to participate in resales. However,
the Selling Stockholders and any broker-dealers involved in the sale or resale
of the shares may qualify as "underwriters" within the meaning of the Securities
Act of 1933, as amended. In addition, the broker-dealers' commissions, discounts
or concessions may qualify as underwriters' compensation under the Securities
Act of 1933, as amended. If the Selling Stockholders or any broker-dealers
qualify as "underwriters," they will be subject to the Prospectus delivery
requirements of the Securities Act of 1933, as amended.

     In addition to selling their shares under this Prospectus, the Selling
Stockholders may:

     o    agree to indemnify any broker-dealer or agent against certain
          liabilities related to the selling of the shares, including
          liabilities arising under the Securities Act of 1933, as amended;

     o    transfer their shares in other ways not involving market makers or
          established trading markets, including directly by gift, distribution,
          or other transfer; or

                                       19
<PAGE>

     o    sell their shares under Rule 144 of the Securities Act of 1933, as
          amended, rather than under this Prospectus, if the transaction meets
          the requirements of Rule 144.

         All expenses of the registration of the shares will be paid by us,
including, without limitation, SEC filing fees and expenses of compliance;
however, the Selling Stockholders will pay expenses related to the securities
laws of any state and any sales commissions or underwriting discounts and fees
and expenses of their counsel incurred in connection with the sale of shares
through this Prospectus.

         We have agreed to indemnify the Selling Stockholders and anyone who
controls any of the Selling Stockholders against certain liabilities and
expenses arising out of or based upon the information contained in this
document, including liabilities under federal securities laws.



                                       20
<PAGE>

                          DESCRIPTION OF CAPITAL STOCK

GENERAL

         The following discussion summarizes our capital stock and describes
certain provisions of our amended and restated certificate of incorporation and
amended bylaws. The information in this section is a summary only and is
qualified by reference to our amended and restated certificate of incorporation
and our amended bylaws, which have been filed as exhibits to the Registration
Statement of which this Prospectus forms a part.

         Our authorized capital stock consists of: (i) 100,000,000 shares of
Common Stock, par value $0.001 per share, and (ii) 20,000,000 shares of
Preferred Stock, par value $0.001 per share, of which: (a) 1,000 shares have
been designated as Series A Convertible Preferred Stock, (b) 1,000 have been
designated as Series B Participating Preferred Stock, and (c) 1,150 have been
designated as Series C Convertible Preferred Stock.

         As of the date hereof, we have (i) 26,836,659 shares of Common Stock
issued and outstanding, (ii) 350 shares of Series A Convertible Preferred Stock
issued and outstanding, (iii) 200 shares of Series B Participating Preferred
Stock issued and outstanding, and (iv) no shares of Series C Convertible
Preferred Stock issued and outstanding.

COMMON STOCK

         Holders of our Common Stock are entitled to such dividends, if any, as
our board of directors may declare from time to time from legally available
funds, subject to the preferential rights of the holders of any shares of our
Preferred Stock that have been issued, or which we may issue in the future.
Except as otherwise required by law, the holders of our Common Stock are
entitled to one vote per share on any matter to be voted upon by stockholders.

         Our amended bylaws require that a majority of our issued and
outstanding shares need be represented, in person or by proxy, to constitute a
quorum and to transact business at a stockholders' meeting. Our directors will
be elected by a plurality of the shares voting once a quorum is present.
Cumulative voting for the election of directors is not provided for in our
amended and restated certificate of incorporation.

         Upon our voluntary or involuntary liquidation, distribution or sale of
assets, dissolution or winding up of our affairs, the holders of our Common
Stock are entitled to share, on a pro rata basis, all assets remaining after
payment to creditors and subject to prior distribution rights, if any, on shares
of Preferred Stock that have been issued, or which we may issue in the future.

         Holders of our Common Stock do not have preemptive rights to subscribe
to additional shares if issued by us. In addition, there are no conversion,
redemption, sinking fund or similar provisions regarding our Common Stock.

         As of the date hereof, we have 26,836,659 shares of Common Stock issued
and outstanding. All of the outstanding shares of Common Stock are fully paid
and non-assessable.


                                       21
<PAGE>

PREFERRED STOCK

         "Blank Check" Preferred Stock

         Under our amended and restated certificate of incorporation, we may
issue up to 20,000,000 shares of Preferred Stock. Under our amended and restated
certificate of incorporation, our board of directors, without further action by
our stockholders, is authorized to issue shares of Preferred Stock in one or
more series. The board of directors may designate the preferred shares as to
series, preferences, limitations and other provisions as the board of directors
may designate from time to time. The Preferred Stock could have voting or
conversion rights that could adversely affect the voting power or other rights
of holders of our Common Stock.

         Series A Convertible Preferred Stock

         Of our 20,000,000 authorized shares of Preferred Stock, 1,000 have been
designated as Series A Convertible Preferred Stock. The holders of our Series A
Convertible Preferred Stock are entitled to receive, when and as declared,
dividends at the per share rate of 12% per annum of the original issue price of
$5,000 per share (the "Original Purchase Price"), before any dividends are
payable to holders of our Common Stock. In addition, the holders of our Series A
Convertible Preferred Stock have a liquidation preference, which provides that,
upon certain "liquidity events," they will be paid out of our assets prior to
the holders of our Common Stock.

         There are currently 350 shares of our Series A Convertible Preferred
Stock issued and outstanding. We issued these shares in connection with a
previous equity private placement, which closed as of November 3, 2004 (the
"Closing Date"). Each share is convertible into such number of shares of
our Common Stock as is determined by dividing the Original Purchase Price, by
$0.25. Each holder of our Series A Convertible Preferred Stock is entitled
to vote on all matters submitted to a vote of the holders of our Common Stock on
an as converted basis. Assuming the conversion of 100% of the shares of our
outstanding Series A Convertible Preferred Stock, we will have 7,000,000
additional common shares outstanding.

         The Series A Convertible Preferred Stock is redeemable: (i) at the
election of any holder thirteen (13) months following the Closing Date, subject
to the holder's option to have us redeem the Series A Convertible Preferred
Stock from the proceeds of any offering of our securities resulting in gross
proceeds of $5 million or more (a "Qualified Offering"), at a purchase price
equal to the Original Purchase Price, plus any accrued and unpaid dividends; or
(ii) at our election after sixteen (16) months following the Closing Date, at a
purchase price equal to 130% of the Original Purchase Price, plus any accrued
and unpaid dividends.

         We have agreed to register all of the shares of Common Stock underlying
our outstanding shares of Series A Convertible Preferred Stock.

         Series B Participating Preferred Stock

         Of our 20,000,000 authorized shares of Preferred Stock, 1,000 have been
designated as Series B Participating Preferred Stock. The holders of our Series
B Participating Preferred Stock are entitled to participate, on an "as if
converted" basis, in any and all dividends paid with respect to our Common
Stock. In addition, the holders of our Series B Participating Preferred Stock
have a liquidation preference, which provides that, upon certain "liquidity
events," they will be paid out of our assets prior to the holders of our Common
Stock, in parity with the holders of our other series of Preferred Stock.
Holders of our Series B Participating Preferred Stock have no voting rights.

                                       22
<PAGE>

         There are currently 200 shares of our Series B Participating Preferred
Stock issued and outstanding. We issued these shares in connection with our
acquisition of 1stAlerts, Inc. (the "1stAlerts Merger"). Shares of our Series B
Participating Preferred Stock will be automatically converted into shares of our
Common Stock upon the occurrence of: (i) the liquidation, dissolution, or
winding up of our company, (ii) the consolidation, merger or reorganization of
our company, which results in a change of control, or (iii) the sale of all or
substantially all of our assets, or our issued and outstanding shares of Common
Stock. In such event, our outstanding shares of Series B Participating Preferred
Stock will be converted into such number of shares of our Common Stock, so that
after such issuance, the holders of shares of our Series B Participating
Preferred Stock will hold, in the aggregate, a number of shares of our Common
Stock equal to the percentage of the total "Fair Market Value" of our company
represented by the "Fair Market Value" of First Info Network, Inc., our
wholly-owned subsidiary, determined by a mutually agreed upon independent
appraiser. In addition, any time on or after the third anniversary of the
effective date of the 1stAlerts Merger, any holder of shares of our Series B
Participating Preferred Stock may convert such shares into the number of shares
of our Common Stock as is determined by the following formula:

                  x = y ((A (divided by) B) x (C (divided by) D))

         A =      number of shares of Series B Participating Preferred Stock
                  owned by the holder.
         B =      Total number of issued and outstanding shares of Series B
                  Participating Preferred Stock.
         C =      Fair Market Value of First Info Network, Inc. on the
                  conversion date.
         D =      Fair Market Value of our company on the conversion date.
         y =      Total number of shares of our Common Stock issued and
                  outstanding on the conversion date.
         x        = Number of shares of our Common Stock into which the holder
                  of shares of Series B Participating Preferred Stock is
                  entitled to convert.

         Series C Convertible Preferred Stock

         Of our 20,000,000 authorized shares of Preferred Stock, 1,150 have been
designated as Series C Convertible Preferred Stock. The holders of our Series C
Convertible Preferred Stock shall be entitled to cast 10,000 votes per share
held on the record date for the vote or written consent of our stockholders. In
addition, each share of Series C Convertible Preferred Stock is convertible, at
the option of the holder thereof, on or after April 1, 2008, into 10,000 shares
of our Common Stock, at a price per share equal to $0.68 per share.

         The shares of our Series C Convertible Preferred Stock shall rank
junior to all of our other series of Preferred Stock as to the distribution of
our assets and shall not be redeemable. In addition, the holders of shares of
our Series C Convertible Preferred Stock shall not be entitled to receive
dividends when as declared by us and have no liquidation preference.

         As of the date hereof, there are no shares of our Series C Convertible
Preferred Stock issued and outstanding. We currently have no plans to issue
shares of our Series C Convertible Preferred Stock.


                                       23
<PAGE>

12% CONVERTIBLE DEBENTURES

         Effective as of April 14, 2005, we sold an aggregate of $215,000 of our
12% Convertible Debentures (the "Debentures") to certain purchasers. The
Debentures, which have a maturity date of December 3, 2005, are convertible into
such number of shares of our Common Stock as is determined by dividing the
amount of the Debentures, by $0.25. Assuming the conversion of 100% of the
Debentures, we will have 860,000 additional common shares outstanding.

         We have given the purchasers of the Debentures mandatory registration
rights with regard to the shares of our Common Stock underlying the Debentures.

COMMON STOCK PURCHASE WARRANTS

         In connection with the sale of our Series A Convertible Preferred
Stock, as further described above, we issued 1,750,000 Class A Warrants,
1,750,000 Class B Warrants, and 1,750,000 Class C Warrants. Each Class A Warrant
has a term of two (2) years from the effective date of a registration statement
we are obligated to file (the "Resale Registration Statement") to register the
shares of our Common Stock underlying the shares of Series A Preferred Stock,
Class A Warrants, Class B Warrants and Class C Warrants (the "Underlying
Shares"), and an exercise price of $0.19. Each Class B Warrant has a term of
five (5) years from the effective date of the Resale Registration Statement, and
an exercise price of $0.34. Each Class C Warrant has a term of five (5) years
from the date of issuance, and an exercise price of $0.47.

         In connection with the sale of our 12% Convertible Debentures, as
further described above, we issued an additional 215,000 Class A Warrants,
215,000 Class B Warrants, and 215,000 Class C Warrants.

         Upon our acquisition of 1stAlerts, Inc., as described elsewhere in this
Prospectus, we exchanged warrants to purchase 1,697,367 shares of 1stAlerts'
Common Stock, for an equal number of our Class A Warrants.

         Assuming the exercise of 100% of our issued and outstanding Class A
Warrants, Class B Warrants and Class C Warrants, we will have 7,592,367
additional common shares outstanding.

         We have given the holders of all of our Class A Warrants, Class B
Warrants, and Class C Warrants mandatory registration rights with regard to the
shares of our Common Stock underlying these warrants.

COMMON STOCK OPTIONS

         2003 Stock Option Plan

         We have issued an aggregate of 7,420,383 stock options to our
employees, officers, directors, consultants, advisors and other service
providers pursuant to our 2003 Stock Option Plan. The 2003 Stock Option Plan is
administered by our board of directors.

         Of the 7,420,383 stock options issued under the 2003 Stock Option Plan,
7,161,500 are currently exercisable at exercise prices ranging between $0.001
and $1.70 per share. The maximum number of shares of our common stock for which
options may be granted under the 2003 Stock Option Plan is 15,000,000. An
additional 6,968,750 options are available for grant under our 2003 Stock Option
Plan.


                                       24
<PAGE>

         Non-Plan Stock Options

         In connection with a Settlement Agreement we entered into with Mr.
Amiram Ofir, a former officer and director of ours, we issued 1,183,750 non-plan
options to purchase shares of our Common Stock at exercise prices ranging
between $0.001 and $0.01 per share.

         We have agreed that any registration statement we file to register the
shares of Common Stock underlying our outstanding shares of Series A Convertible
Preferred Stock shall also include the shares of our Common Stock underlying Mr.
Ofir's options. Mr. Ofir has agreed to subject the shares underlying his options
to any lockup agreement that the holders of our Series A Convertible Preferred
Stock agree to subject the shares of our Common Stock underlying such
securities.

ANTI-TAKEOVER PROVISIONS OF OUR AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION AND AMENDED BYLAWS

         Provisions with Anti-Takeover Implications

         A number of provisions of our amended and restated certificate of
incorporation and amended bylaws concern how we are governed and your rights as
stockholders. Under our amended and restated certificate of incorporation, our
board of directors may issue Preferred Stock and set the voting rights,
conversion rights, preferences, and other terms of the Preferred Stock. These
provisions could be deemed to discourage takeover attempts not first approved by
our board of directors, including takeovers which may be considered by some
stockholders to be in their best interests. Any discouraging effect upon
takeover attempts could potentially depress the market price of our Common Stock
or cause temporary fluctuations in the market price of the Common Stock that
otherwise could result from actual or rumored takeover attempts. These
provisions could also delay or frustrate the removal of incumbent directors or
the assumption of control by stockholders, even if such removal or assumption
would be beneficial to our stockholders. These provisions could also discourage
or make more difficult a merger, tender offer, proxy contest or other takeover
attempt, even if they could be favorable to the interests of our stockholders,
and could potentially depress the market price of our Common Stock.

         Special Meetings of Stockholders

         Our amended bylaws provide that special meetings of our stockholders
may be called by our board of directors or a committee of the board of directors
that has been duly designated.

         Stockholder Action by Written Consent

         Our amended bylaws provide that whenever a vote of our stockholders is
required or permitted to be taken to authorize or approve any action, other than
the election of directors, such action may be taken without a stockholders'
meeting if approved by written consent of the holders of at least a majority of
the voting power of the stockholders, except where a greater proportion of
voting power is required, in which case such greater proportion of written
consents by the stockholders will be required.

         Amendments to Bylaws

         Our amended and restated certificate of incorporation and amended
bylaws provide that our amended bylaws may be altered, amended or repealed by
our board of directors or by the affirmative vote of the holders of a majority
of our capital stock entitled to vote at any meeting of stockholders.

                                       25
<PAGE>


         Limitation of Liability and Indemnification of Officers and Directors

         Our amended and restated certificate of incorporation provide that our
directors and officers will not be personally liable to our company or our
stockholders for damages arising out of a breach of fiduciary duty as a director
or officer, except for damages for breach of fiduciary duty resulting from acts
or omissions involving intentional misconduct, fraud or a knowing violation of
law. As a result, neither we, nor our stockholders, personally or through
stockholder derivative suits on our behalf, have the right to recover damages
against a director or officer for breach of fiduciary duty, except in the
situations described above.

         Our amended bylaws provide that we must indemnify any person who was,
is or is threatened to be made a party to any action, suit or proceeding,
including derivative suits on our behalf, by reason of the fact that the person
acted as one of our directors, officers, employees or agents, against all
expenses, judgments, fines and amounts paid in settlement by the person in
connection with the action if the person acted in good faith and in a matter the
person reasonably believed to be in, or not opposed to, our best interests, or
in any criminal action if the person had no reasonable cause to believe his or
her conduct was unlawful. We are generally not required to indemnify our
directors, officers, employees or agents if the person is found to be guilty of
gross negligence or willful misconduct. Our amended bylaws provide that we may
purchase and maintain insurance on any of our directors, officers, agents and
employees or anyone serving at our request.


MARKET INFORMATION

         Our Common Stock is listed on the OTC Bulletin Board under the symbol
"VSUS." On April 29, 2005, the closing sale price as reported on the OTC
Bulletin Board was $1.01 per share.

                                       26
<PAGE>

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The Securities and Exchange Commission allows us to "incorporate by
reference" information into this document, which means that we can disclose
important information to you by referring you to other documents filed
separately with the Securities and Exchange Commission. The information
incorporated by reference is considered part of this document, except for any
information superseded by information contained directly in this document or in
later filed documents incorporated by reference in this document.

         This document incorporates by reference the documents set forth below
that we have previously filed with the Securities and Exchange Commission. These
documents contain important business and financial information about us that is
not included in or delivered with this document.

        VSUS TECHNOLOGIES INCORPORATED             PERIOD
        ------------------------------             ------
        Annual Report on Form 10-KSB               Year ended December 31, 2004
        Current Report on Form 8-K                 Dated, January 28, 2005
        Current Report on Form 8-K                 Dated January 12, 2005

         We also incorporate by reference additional documents that may be filed
with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of this offering. These include periodic reports, such
as Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current
Reports on Form 8-K, as well as proxy statements.

         You can obtain any of the documents incorporated by reference through
the Securities and Exchange Commission, or the Securities and Exchange
Commission's Internet web site as described below. You may also obtain them by
requesting them from us in writing or by telephone at the following address or
phone numbers:

                         VSUS Technologies Incorporated
                          444 Madison Ave., 24th Floor
                            New York, New York 10022
                         Attention: Corporate Secretary
                            Telephone: (212) 972-1400

         Documents incorporated by reference are available from us without
charge, excluding all exhibits, except that if we have specifically incorporated
by reference an exhibit in this document, the exhibit will also be provided
without charge.

         You should rely only on the information contained or incorporated by
reference in this document. We have not authorized anyone to provide you with
information that is different from what is contained in this document. This
document is dated May 3, 2005. You should not assume that the information
contained in this document is accurate as of any date other than that date.



                                       27
<PAGE>

                                  LEGAL MATTERS

         The validity of the shares of Common Stock offered by this Prospectus
will be passed upon for us by Bondy & Schloss LLP, New York, New York. Neither
Bondy & Schloss LLP, nor any of its members, were hired on a contingent basis,
or are a promoter, underwriter, voting trustee, director, officer, or employee
of ours. Bondy & Schloss LLP has been granted stock options to purchase
2,000,000 shares of our Common Stock, at an exercise price of $0.001 per share,
pursuant to our 2003 Stock Option Plan.


                                     EXPERTS

         The consolidated financial statements for the fiscal years ended
December 31, 2004 and 2003, incorporated in this Prospectus by reference to our
annual report on Form 10-KSB for the year ended December 31, 2004, have been
incorporated in reliance on the reports of Brightman Almagor & Co., a member
firm of Deloitte Touche Tohmatsu, independent accountants. Brightman Almagor &
Co.'s report is based on its authority as an expert in auditing and accounting.
Neither Brightman Almagor & Co., nor any of its members, were hired on a
contingent basis, will receive a direct or indirect interest in our company, or
are a promoter, underwriter, voting trustee, director, officer, or employee of
ours.



                       WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance with those requirements file
annual, quarterly and special reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy any reports,
statements or other information that we file with the Securities and Exchange
Commission at its public reference room at the following location:


                             Public Reference Room
                             450 Fifth Street, N.W.
                             Room 1024
                             Washington, D.C.  20549

         Please call the Securities and Exchange Commission at 1-800-SEC-0330
for further information on the public reference rooms. These filings with the
Securities and Exchange Commission are also available to the public from
commercial document retrieval services and at the Internet web site maintained
by the Securities and Exchange Commission at "http://www.sec.gov."

         This Prospectus is part of a Registration Statement we filed with the
Securities and Exchange Commission. As allowed by Securities and Exchange
Commission rules, this document does not contain all the information you can
find in this Registration Statement or the exhibits to the Registration
Statement. You can get a copy of the Registration Statement from the sources
listed above.


      COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         Article Eighth of our amended and restated certificate of incorporation
provides that the personal liability of our directors will be eliminated to the
fullest extent permitted by the provisions of Section 102 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented.

                                       28
<PAGE>

         Article Ninth of our amended and restated certificate of incorporation
provides that we will, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as now or hereafter in effect,
indemnify all persons whom we may indemnify under such provisions. The
indemnification provided by this section shall not limit or exclude any rights,
indemnities or limitations of liability to which any person may be entitled,
whether as a matter of law, under our amended bylaws, by agreement, vote of our
stockholders or disinterested directors, or otherwise. Except as specifically
required by the General Corporation Law of the State of Delaware, as the same
exists or may be amended, none of our directors of will be liable to us or our
stockholders for monetary damages for breach of his or her fiduciary duty as a
director. No amendment to or repeal of this provision of our amended and
restated certificate of incorporation will apply to or have any effect on the
liability or alleged liability of any director for or with respect to any acts
or omissions of that director occurring prior to the amendment or repeal.

         Our amended bylaws provide that we must indemnify any person who was,
is or is threatened to be made a party to any action, suit or proceeding,
including derivative suits on our behalf, by reason of the fact that the person
acted as one of our directors, officers, employees or agents, against all
expenses, judgments, fines and amounts paid in settlement by the person in
connection with the action if the person acted in good faith and in a matter the
person reasonably believed to be in, or not opposed to, our best interests, or
in any criminal action if the person had no reasonable cause to believe his or
her conduct was unlawful. We are generally not required to indemnify our
directors, officers, employees or agents if the person is found to be guilty of
gross negligence or willful misconduct. Our amended bylaws provide that we may
purchase and maintain insurance on any of our directors, officers, agents and
employees or anyone serving at our request.

         Under Section 145 of the Delaware General Corporation Law, we have the
power, under certain circumstances, to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
contemplated action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a director, officer,
employee or agent of ours, or is or was serving at our request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees, and
judgments against, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding.

         Pursuant to our Employment Agreement with Eliyahu Kissos, our President
and a director of ours, dated April 28, 2005, we have agreed to indemnify and
hold harmless Mr. Kissos to the full extent permitted by the Delaware General
Corporation Law, and other relevant statutes.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers, or persons
controlling us pursuant to the foregoing provisions, we have been informed that,
in the opinion of the Securities and Exchange Commission, that type of
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is therefore unenforceable.


                                       29
<PAGE>



===============================================================================


You should rely only on the information contained in this Prospectus. No dealer,
salesperson or other person is authorized to give information that is not
contained in this Prospectus. This Prospectus is not an offer to sell nor does
it constitute an offer to buy these securities in any jurisdiction where the
offer or sale is not permitted. The information contained in this Prospectus is
correct only as of the date of this Prospectus, regardless of the time of the
delivery of this Prospectus or any sale of these securities.






                                6,990,000 SHARES

                         VSUS TECHNOLOGIES INCORPORATED

                                  COMMON STOCK



                           ---------------------------

                                   PROSPECTUS

                           ---------------------------


                                   May 3, 2005











===============================================================================



<PAGE>


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Securities and Exchange Commission allows us to "incorporate by
reference" information into this document, which means that we can disclose
important information to you by referring you to other documents filed
separately with the Securities and Exchange Commission. The information
incorporated by reference is considered part of this document, except for any
information superseded by information contained directly in this document or in
later filed documents incorporated by reference in this document.

         This document incorporates by reference the documents set forth below
that we have previously filed with the Securities and Exchange Commission. These
documents contain important business and financial information about us that is
not included in or delivered with this document.

        VSUS TECHNOLOGIES INCORPORATED              PERIOD
        ------------------------------              ------
        Annual Report on Form 10-KSB                Year ended December 31, 2004

        Current Report on Form 8-K                  Dated, January 28, 2005

        Current Report on Form 8-K                  Dated January 12, 2005

         We also incorporate by reference additional documents that may be filed
with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of this offering. These include periodic reports, such
as Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current
Reports on Form 8-K, as well as proxy statements.


ITEM 4.  DESCRIPTION OF SECURITIES.

GENERAL

         The following discussion summarizes our capital stock and describes
certain provisions of our amended and restated certificate of incorporation and
amended bylaws. The information in this section is a summary only and is
qualified by reference to our amended and restated certificate of incorporation
and our amended bylaws, which have been filed as exhibits to the Registration
Statement of which this Prospectus forms a part.

         Our authorized capital stock consists of: (i) 100,000,000 shares of
Common Stock, par value $0.001 per share, and (ii) 20,000,000 shares of
Preferred Stock, par value $0.001 per share, of which: (a) 1,000 shares have
been designated as Series A Convertible Preferred Stock, (b) 1,000 have been
designated as Series B Participating Preferred Stock, and (c) 1,150 have been
designated as Series C Convertible Preferred Stock.

         As of the date hereof, we have (i) 26,836,659 shares of Common Stock
issued and outstanding, (ii) 350 shares of Series A Convertible Preferred Stock
issued and outstanding, (iii) 200 shares of Series B

                                      II-1
<PAGE>

Participating Preferred Stock issued and outstanding, and (iv) no shares of
Series C Convertible Preferred Stock issued and outstanding.

COMMON STOCK

         Holders of our Common Stock are entitled to such dividends, if any, as
our board of directors may declare from time to time from legally available
funds, subject to the preferential rights of the holders of any shares of our
Preferred Stock that have been issued, or which we may issue in the future.
Except as otherwise required by law, the holders of our Common Stock are
entitled to one vote per share on any matter to be voted upon by stockholders.

         Our bylaws require that a majority of our issued and outstanding shares
need be represented, in person or by proxy, to constitute a quorum and to
transact business at a stockholders' meeting. Our directors will be elected by a
plurality of the shares voting once a quorum is present. Cumulative voting for
the election of directors is not provided for in our amended and restated
certificate of incorporation.

         Upon our voluntary or involuntary liquidation, distribution or sale of
assets, dissolution or winding up of our affairs, the holders of our Common
Stock are entitled to share, on a pro rata basis, all assets remaining after
payment to creditors and subject to prior distribution rights, if any, on shares
of Preferred Stock that have been issued, or which we may issue in the future.

         Holders of our Common Stock do not have preemptive rights to subscribe
to additional shares if issued by us. In addition, there are no conversion,
redemption, sinking fund or similar provisions regarding our Common Stock

         As of the date hereof, we have 26,836,659 shares of Common Stock issued
and outstanding. All of the outstanding shares of Common Stock are fully paid
and non-assessable.

PREFERRED STOCK

         "Blank Check" Preferred Stock

         Under our amended and restated certificate of incorporation, we may
issue up to 20,000,000 shares of Preferred Stock. Under our amended and restated
certificate of incorporation, our board of directors, without further action by
our stockholders, is authorized to issue shares of Preferred Stock in one or
more series. The board of directors may designate the preferred shares as to
series, preferences, limitations and other provisions as the board of directors
may designate from time to time. The Preferred Stock could have voting or
conversion rights that could adversely affect the voting power or other rights
of holders of our Common Stock.

         Series A Convertible Preferred Stock

         Of our 20,000,000 authorized shares of Preferred Stock, 1,000 have been
designated as Series A Convertible Preferred Stock. The holders of our Series A
Convertible Preferred Stock are entitled to receive, when and as declared,
dividends at the per share rate of 12% per annum of the original issue price of
$5,000 per share (the "Original Purchase Price"), before any dividends are
payable to holders of our Common Stock. In addition, the holders of our Series A
Convertible Preferred Stock have a liquidation preference, which provides that,
upon certain "liquidity events," they will be paid out of our assets prior to
the holders of our Common Stock.

                                      II-2
<PAGE>

         There are currently 350 shares of our Series A Convertible Preferred
Stock issued and outstanding. We issued these shares in connection with a
previous equity private placement, which closed as of November 3, 2004 (the
"Closing Date"). Each share is convertible into such number of shares of Common
Stock as is determined by dividing the Original Purchase Price, by $0.25. Each
holder of our Series A Convertible Preferred Stock is entitled to vote on all
matters submitted to a vote of the holders of our Common Stock on an as
converted basis. Assuming the conversion of 100% of the shares of our
outstanding Series A Convertible Preferred Stock, we will have 7,000,000
additional common shares outstanding.

         The Series A Convertible Preferred Stock is redeemable: (i) at the
election of any holder thirteen (13) months following the Closing Date, subject
to the holder's option to have us redeem the Series A Convertible Preferred
Stock from the proceeds of any offering of our securities resulting in gross
proceeds of $5 million or more (a "Qualified Offering"), at a purchase price
equal to the Original Purchase Price, plus any accrued and unpaid dividends; or
(ii) at our election after sixteen (16) months following the Closing Date, at a
purchase price equal to 130% of the Original Purchase Price, plus any accrued
and unpaid dividends.

         We have agreed to register all of the shares of Common Stock underlying
our outstanding shares of Series A Convertible Preferred Stock.

         Series B Participating Preferred Stock

         Of our 20,000,000 authorized shares of Preferred Stock, 1,000 have been
designated as Series B Participating Preferred Stock. The holders of our Series
B Participating Preferred Stock are entitled to participate, on an "as if
converted" basis, in any and all dividends paid with respect to our Common
Stock. In addition, the holders of our Series B Participating Preferred Stock
have a liquidation preference, which provides that, upon certain "liquidity
events," they will be paid out of our assets prior to the holders of our Common
Stock, in parity with the holders of our other series of Preferred Stock.
Holders of our Series B Participating Preferred Stock have no voting rights.

         There are currently 200 shares of our Series B Participating Preferred
Stock issued and outstanding. We issued these shares in connection with our
acquisition of 1stAlerts, Inc. (the "1stAlerts Merger"). Shares of our Series B
Participating Preferred Stock will be automatically converted into shares of our
Common Stock upon the occurrence of: (i) the liquidation, dissolution, or
winding up of our company, (ii) the consolidation, merger or reorganization of
our company, which results in a change of control, or (iii) the sale of all or
substantially all of our assets, or our issued and outstanding shares of Common
Stock. In such event, our outstanding shares of Series B Participating Preferred
Stock will be converted into such number of shares of our Common Stock, so that
after such issuance, the holders of shares of our Series B Participating
Preferred Stock will hold, in the aggregate, a number of shares of our Common
Stock equal to the percentage of the total "Fair Market Value" of our company
represented by the "Fair Market Value" of First Info Network, Inc., our
wholly-owned subsidiary, determined by a mutually agreed upon independent
appraiser. In addition, any time on or after the third anniversary of the
effective date of the 1stAlerts Merger, any holder of shares of our Series B
Participating Preferred Stock may convert such shares into the number of shares
of our Common Stock as is determined by the following formula:


                                      II-3
<PAGE>


              x = y ((A (divided by) B) x (C (divided by) D))

         A =      number of shares of Series B Participating Preferred Stock
                  owned by the holder.
         B =      Total number of issued and outstanding shares of Series B
                  Participating Preferred Stock.
         C =      Fair Market Value of First Info Network, Inc. on the
                  conversion date.
         D =      Fair Market Value of our company on the conversion date.
         y =      Total number of shares of our Common Stock issued and
                  outstanding on the conversion date.
         x =      Number of shares of our Common Stock into which the holder
                  of shares of Series B Participating Preferred Stock is
                  entitled to convert.

         Series C Convertible Preferred Stock

         Of our 20,000,000 authorized shares of Preferred Stock, 1,150 have been
designated as Series C Convertible Preferred Stock. The holders of our Series C
Convertible Preferred Stock shall be entitled to cast 10,000 votes per share
held on the record date for the vote or written consent of our stockholders. In
addition, each share of Series C Convertible Preferred Stock is convertible, at
the option of the holder thereof, on or after April 1, 2008, into 10,000 shares
of our Common Stock, at a price per share equal to $0.68 per share.

         The shares of our Series C Convertible Preferred Stock shall rank
junior to all of our other series of Preferred Stock as to the distribution of
our assets and shall not be redeemable. In addition, the holders of shares of
our Series C Convertible Preferred Stock shall not be entitled to receive
dividends when as declared by us and have no liquidation preference.

         As of the date hereof, there are no shares of our Series C Convertible
Preferred Stock issued and outstanding. We currently have no plans to issue
shares of our Series C Convertible Preferred Stock.

12% CONVERTIBLE DEBENTURES

         Effective as of April 14, 2005, we sold an aggregate of $215,000 of our
12% Convertible Debentures (the "Debentures") to certain purchasers. The
Debentures, which have a maturity date of December 3, 2005, are convertible into
such number of shares of our Common Stock as is determined by dividing the
amount of the Debentures, by $0.25. Assuming the conversion of 100% of the
Debentures, we will have 860,000 additional common shares outstanding.

         We have given the purchasers of the Debentures mandatory registration
rights with regard to the shares of our Common Stock underlying the Debentures.

COMMON STOCK PURCHASE WARRANTS

         In connection with the sale of our Series A Convertible Preferred
Stock, as further described above, we issued 1,750,000 Class A Warrants,
1,750,000 Class B Warrants, and 1,750,000 Class C Warrants. Each Class A Warrant
has a term of two (2) years from the effective date of a registration statement
we are obligated to file (the "Resale Registration Statement") to register the
shares of our Common Stock underlying the shares of Series A Preferred Stock,
Class A Warrants, Class B Warrants and Class C Warrants (the "Underlying
Shares"), and an exercise price of $0.19. Each Class B Warrant has a term of
five (5) years from the effective date of the Resale Registration Statement, and
an exercise price of $0.34. Each Class C Warrant has a term of five (5) years
from the date of issuance, and an exercise price of $0.47.

                                      II-4
<PAGE>

         In connection with the sale of our 12% Convertible Debentures, as
further described above, we issued an additional 215,000 Class A Warrants,
215,000 Class B Warrants, and 215,000 Class C Warrants.

         Upon our acquisition of 1stAlerts, Inc., as described elsewhere in this
Prospectus, we exchanged warrants to purchase 1,697,367 shares of 1stAlerts'
Common Stock, for an equal number of our Class A Warrants.

         Assuming the exercise of 100% of our issued and outstanding Class A
Warrants, Class B Warrants and Class C Warrants, we will have 7,592,367
additional common shares outstanding.

         We have given the holders of our Class A Warrants, Class B Warrants,
and Class C Warrants mandatory registration rights with regard to the shares of
our Common Stock underlying these warrants.

COMMON STOCK OPTIONS

         2003 Stock Option Plan

         We have issued an aggregate of 7,420,383 stock options to our
employees, officers, directors, consultants, advisors and other service
providers pursuant to our 2003 Stock Option Plan. The 2003 Stock Option Plan is
administered by our board of directors.

         Of the 7,420,383 stock options issued under the 2003 Stock Option Plan,
7,161,500 are currently exercisable at exercise prices ranging between $0.001
and $1.70 per share. The maximum number of shares of our common stock for which
options may be granted under the 2003 Stock Option Plan is 15,000,000. An
additional 6,968,750 options are available for grant under our 2003 Stock Option
Plan.

         Non-Plan Stock Options

         In connection with a Settlement Agreement we entered into with Mr.
Amiram Ofir, a former officer and director of ours, we issued 1,183,750 non-plan
options to purchase shares of our Common Stock at exercise prices ranging
between $0.001 and $0.01 per share.

         We have agreed that any registration statement we file to register the
shares of Common Stock underlying our outstanding shares of Series A Convertible
Preferred Stock shall also include the shares of our Common Stock underlying Mr.
Ofir's options. Mr. Ofir has agreed to subject the shares underlying his options
to any lockup agreement that the holders of our Series A Convertible Preferred
Stock agree to subject the shares of our Common Stock underlying such
securities.

ANTI-TAKEOVER PROVISIONS OF OUR AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION AND AMENDED BYLAWS

         Provisions with Anti-Takeover Implications

         A number of provisions of our amended and restated certificate of
incorporation and amended bylaws concern how we are governed and your rights as
stockholders. Under our amended and restated certificate of incorporation, our
board of directors may issue Preferred Stock and set the voting rights,
conversion rights, preferences, and other terms of the Preferred Stock. These
provisions could be deemed to discourage takeover attempts not first approved by
our board of directors, including takeovers which may be considered by some
stockholders to be in their best interests. Any discouraging effect upon
takeover attempts could potentially depress the market price of our Common Stock
or cause temporary

                                      II-5
<PAGE>

fluctuations in the market price of the Common Stock that otherwise could result
from actual or rumored takeover attempts. These provisions could also delay or
frustrate the removal of incumbent directors or the assumption of control by
stockholders, even if such removal or assumption would be beneficial to our
stockholders.

         These provisions could also discourage or make more difficult a merger,
tender offer, proxy contest or other takeover attempt, even if they could be
favorable to the interests of our stockholders, and could potentially depress
the market price of our Common Stock.

         Special Meetings of Stockholders

         Our amended bylaws provide that special meetings of our stockholders
may be called by our board of directors or a committee of the board of directors
that has been duly designated.

         Stockholder Action by Written Consent

         Our amended bylaws provide that whenever a vote of our stockholders is
required or permitted to be taken to authorize or approve any action, other than
the election of directors, such action may be taken without a stockholders'
meeting if approved by written consent of the holders of at least a majority of
the voting power of the stockholders, except where a greater proportion of
voting power is required, in which case such greater proportion of written
consents by the stockholders will be required.

         Amendments to Bylaws

         Our amended and restated certificate of incorporation and amended
bylaws provide that our amended bylaws may be altered, amended or repealed by
our board of directors or by the affirmative vote of the holders of a majority
of our capital stock entitled to vote at any meeting of stockholders.

         Limitation of Liability and Indemnification of Officers and Directors

         Our amended and restated certificate of incorporation provide that our
directors and officers will not be personally liable to our company or our
stockholders for damages arising out of a breach of fiduciary duty as a director
or officer, except for damages for breach of fiduciary duty resulting from acts
or omissions involving intentional misconduct, fraud or a knowing violation of
law. As a result, neither we, nor our stockholders, personally or through
stockholder derivative suits on our behalf, have the right to recover damages
against a director or officer for breach of fiduciary duty, except in the
situations described above.

         Our amended bylaws provide that we must indemnify any person who was,
is or is threatened to be made a party to any action, suit or proceeding,
including derivative suits on our behalf, by reason of the fact that the person
acted as one of our directors, officers, employees or agents, against all
expenses, judgments, fines and amounts paid in settlement by the person in
connection with the action if the person acted in good faith and in a matter the
person reasonably believed to be in, or not opposed to, our best interests, or
in any criminal action if the person had no reasonable cause to believe his or
her conduct was unlawful. We are generally not required to indemnify our
directors, officers, employees or agents if the person is found to be guilty of
gross negligence or willful misconduct. Our amended bylaws provide that we may
purchase and maintain insurance on any of our directors, officers, agents and
employees or anyone serving at our request.

                                      II-6
<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Common Stock offered by this Prospectus
will be passed upon for us by Bondy & Schloss LLP, New York, New York. Neither
Bondy & Schloss LLP, nor any of its members, were hired on a contingent basis,
or are a promoter, underwriter, voting trustee, director, officer, or employee
of ours. Bondy & Schloss LLP has been granted stock options to purchase
2,000,000 shares of our Common Stock, at an exercise price of $0.001 per share,
pursuant to our 2003 Stock Option Plan.

         The consolidated financial statements for the fiscal years ended
December 31, 2004 and 2003, incorporated in this Prospectus by reference to our
annual report on Form 10-KSB for the year ended December 31, 2004, have been
incorporated in reliance on the reports of Brightman Almagor & Co., a member
firm of Deloitte Touche Tohmatsu, independent accountants. Brightman Almagor &
Co.'s report is based on its authority as an expert in auditing and accounting.
Neither Brightman Almagor & Co., nor any of its members, were hired on a
contingent basis, will receive a direct or indirect interest in our company, or
are a promoter, underwriter, voting trustee, director, officer, or employee of
ours.


ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article Eighth of our amended and restated certificate of incorporation
provides that the personal liability of our directors will be eliminated to the
fullest extent permitted by the provisions of Section 102 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented.

         Article Ninth of our amended and restated certificate of incorporation
provides that we will, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as now or hereafter in effect,
indemnify all persons whom we may indemnify under such provisions. The
indemnification provided by this section shall not limit or exclude any rights,
indemnities or limitations of liability to which any person may be entitled,
whether as a matter of law, under our amended bylaws, by agreement, vote of our
stockholders or disinterested directors, or otherwise. Except as specifically
required by the General Corporation Law of the State of Delaware, as the same
exists or may be amended, none of our directors of will be liable to us or our
stockholders for monetary damages for breach of his or her fiduciary duty as a
director. No amendment to or repeal of this provision of our amended and
restated certificate of incorporation will apply to or have any effect on the
liability or alleged liability of any director for or with respect to any acts
or omissions of that director occurring prior to the amendment or repeal.

         Our amended bylaws provide that we must indemnify any person who was,
is or is threatened to be made a party to any action, suit or proceeding,
including derivative suits on our behalf, by reason of the fact that the person
acted as one of our directors, officers, employees or agents, against all
expenses, judgments, fines and amounts paid in settlement by the person in
connection with the action if the person acted in good faith and in a matter the
person reasonably believed to be in, or not opposed to, our best interests, or
in any criminal action if the person had no reasonable cause to believe his or
her conduct was unlawful. We are generally not required to indemnify our
directors, officers, employees or agents if the person is found to be guilty of
gross negligence or willful misconduct. Our amended bylaws provide that we may
purchase and maintain insurance on any of our directors, officers, agents and
employees or anyone serving at our request.

         Under Section 145 of the Delaware General Corporation Law, we have the
power, under certain circumstances, to indemnify any person who was or is a
party or is threatened to be made a party to any

                                      II-7
<PAGE>

threatened, pending or contemplated action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of ours, or is or was serving at our
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including attorneys' fees, and judgments against, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding.

         Pursuant to our Employment Agreement with Eliyahu Kissos, our President
and a director of ours, dated April 28, 2005, we have agreed to indemnify and
hold harmless Mr. Kissos to the full extent permitted by the Delaware General
Corporation Law, and other relevant statutes.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers, or persons
controlling us pursuant to the foregoing provisions, we have been informed that,
in the opinion of the Securities and Exchange Commission, that type of
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is therefore unenforceable.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

GRANTS OF STOCK OPTIONS TO MR. MATIS COHEN

         Mr. Matis Cohen served as our President, and as a director and
consultant of ours, commencing January 1, 2003. In consideration for such
services, pursuant to our 2003 Stock Option Plan: (i) as of January 1, 2003, we
granted Mr. Cohen stock options to purchase 910,000 shares of our Common Stock,
at an exercise price of $0.01 per share (the "2003 Cohen Options"); and (ii) as
of February 1, 2004, we granted Mr. Cohen stock options to purchase 42,000
shares of our Common Stock, at an exercise price of $0.001 per share (the "2004
Cohen Options").

         Effective as of January 6, 2005, Mr. Cohen was removed from our board
of directors, and, subsequently, as an officer of ours. As a result of such
removal, 341,250 of the 2003 Cohen Options, which had not already vested,
automatically expired on the date thereof.

         As of March 6, 2005, Mr. Cohen's 568,750 remaining 2003 Cohen Options
were repriced to $0.001, to give effect to a stock split we completed in January
2004. As of March 21, 2005, Mr. Cohen exercised his 568,750 2003 Cohen Options,
and his 42,000 2004 Cohen Options.

         Simultaneously with our acquisition of 1stAlerts, Inc., as of April 14,
2005, as described elsewhere in this report, Mr. Cohen was reinstated as a
director of ours, and was appointed as a director of our wholly-owned
subsidiary, VSUS Secured Services, Inc. In connection with his reinstatement, we
reissued his 341,250 stock options, which had automatically expired at the time
of his removal. The stock options: (i) are exercisable at a price of $0.001 per
share, (ii) vested 50% on the date of Mr. Cohen's reinstatement, and (iii) will
vest with respect to the remaining 50% on June 30, 2005.

         In addition, simultaneously with our acquisition of 1stAlerts, Inc., we
entered into a Consulting Agreement with Mr. Cohen, pursuant to which he shall
serve as a consultant in connection with our operations, and the operations of
VSUS Secured Services, Inc., our wholly-owned subsidiary, in Israel. In
consideration for his services as a consultant, we issued Mr. Cohen options to
purchase 1,000,000 shares of our Common Stock, at an exercise price of $0.001
per share. The options vested 100% on the date of grant and have a term of five
(5) years.

                                      II-8
<PAGE>

         We believe that the 2003 Stock Option Plan grants described in this
section are exempt from the registration requirements of the Securities Act of
1933, as amended, by reason of Rule 701 promulgated thereunder, because such
options were granted pursuant to a written compensatory benefit plan, copies of
which were provided to each participant, and the aggregate offering price did
not exceed the limit prescribed by Rule 701 in connection with any such grant.

SALE OF SHARES TO ELIYAHU KISSOS

         As of January 28, 2005, we entered into a Settlement Agreement, with
Mr. Amiram Ofir (the "Settlement Agreement"), who, prior to that date had been
our Chief Executive Officer, and a director of ours, and an officer and director
of each of our subsidiaries. Pursuant to the Settlement Agreement, among other
things, 4,389,000 shares of our Common Stock held by Ofir Holding Limited, a
company controlled by Mr. Ofir, and 649,000 shares of our Common Stock, jointly
owned by Mr. Ofir and Mrs. Hannah Ofir, Mr. Ofir's spouse and a former officer
of ours (collectively, the "Ofir Shares"), were sold to Mr. Eliyahu Kissos, who,
at the time, became our President and sole director, and the President and sole
director of each of our subsidiaries, for an aggregate purchase price of
$170,000 (the "Purchase Price"). The Purchase Price was negotiated as part of
the overall settlement, and, therefore, did not necessarily represent the market
value of shares of our Common Stock on the date of this transaction.

         On April 28, 2005, we entered into an Employment Agreement with Mr.
Kissos, in connection with his services as our President, and a director of
ours. The Employment Agreement has a term of four (4) years, unless sooner
terminated. Pursuant to the Employment Agreement, in consideration for his
services, we issued Mr. Kissos 5,038,000 shares of our Common Stock (the "Kissos
Shares"). We have the right to repurchase certain amounts of the Kissos Shares
under certain circumstances. In addition, the Employment Agreement entitles Mr.
Kissos to bonuses, at the discretion of the board of directors, and certain
other benefits. The Employment Agreement contains confidentiality, non-compete
and other customary provisions.

         As of April 28, 2005, concurrently with entering into the Employment
Agreement, Mr. Kissos cancelled the 5,038,000 Ofir Shares he had purchased in
connection with the Settlement Agreement.

         We believe that this transaction is exempt from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2), or Regulation D
promulgated thereunder, as a transaction by an issuer not involving a public
offering.


                                      II-9
<PAGE>


ITEM 8.  EXHIBITS

<FONT size="1">

EXHIBIT
 NUMBER        DESCRIPTION OF EXHIBIT
 ------        ----------------------


   3.1         Amended and Restated Certificate of Incorporation of the Company(2)

   3.2         Amended Bylaws of the Company(2)

   4.1         2003 Stock Option Plan(2)

   4.2         Certificate of Designation of Series A Convertible Preferred Stock(3)

   4.3         Certificate of Designation of Series B Participating Preferred Stock(4)

   4.4         Form of 12% Convertible Debenture(1)

   4.5         Form of Class A Warrant(5)

   4.6         Form of Class B Warrant(5)

   4.7         Form of Class C Warrant(5)

   5.1         Opinion of Bondy & Schloss LLP(1)

  10.1         Consulting Agreement, dated April 14, 2005, between the Company and Matis Cohen(1)

  10.2         Employment Agreement, dated April 28, 2005, between the Company and Eliyahu Kissos(1)

  23.1         Consent of Brightman Almagor & Co., a member firm of Deloitte Touche Tohmatsu(1)

  23.2         Consent of Bondy & Schloss LLP (included in Exhibit 5.1 hereof)(1)

  24.1         Power of attorney (included in the signature page of Part II of this Registration Statement)(1)
</FONT>

---------------------
(1)  Filed herewith
(2)  Incorporated by reference from the Company's Current Report on Form 8-K,
     dated June 9, 2004
(3)  Incorporated by reference from the Company's Quarterly Report on Form
     10-QSB, for the three-month period ended June 30, 2004
(4)  Incorporated by reference from the Company's Annual Report on Form 10-KSB,
     for the year ended December 31, 2004
(5)  Incorporated by reference from the Company's Current Report on Form 8-K,
     dated November 3, 2004


                                     II-10
<PAGE>

ITEM 9.  UNDERTAKINGS

         We hereby undertake:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement
         to include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, as amended, each such post-effective
         amendment shall be deemed to be a new registration statement relating
         to the securities offered therein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide offering
         thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (4) That, for purposes of determining any liability under the
         Securities Act of 1933, as amended, each filing of our annual report
         pursuant to Section 13(a) or 15(d) of the Securities Act of 1933, as
         amended, that is incorporated by reference in the Registration
         Statement, shall be deemed to be a new registration statement relating
         to the securities offered herein, and the offering of such securities
         at that time shall be deemed to be the initial bonafide offering
         thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers, and controlling persons
pursuant to Item 15 of the Registration Statement, or otherwise, we have been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by a director, officer or
controlling person of ours in the successful defense of any action suitor
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.


                                     II-11
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on May 3, 2005.

                                              VSUS TECHNOLOGIES INCORPORATED



Date: May 3, 2005                             By:/s/ Eliyahu Kissos
                                                 -------------------------------
                                                 Eliyahu Kissos
                                                 President and Director


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eliyahu Kissos his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and the documents in
connection therewith, with the SEC, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent his substitute may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement was signed by the following persons in the capacities and on the dates
stated.

<FONT size="1">


/s/ Eliyahu Kissos                     President and Director                 May 3, 2005
------------------------------         (Principal Executive Officer)
Eliyahu Kissos

/s/ Steven Goldberg                    Chief Financial Officer                May 3, 2005
------------------------------         (Principal Financial Officer and
Steven Goldberg                        Accounting Officer)

/s/ Matis Cohen                        Director                               May 3, 2005
------------------------------
Matis Cohen
</FONT>



                                     II-12
<PAGE>


<FONT size="1">

                                  EXHIBIT INDEX
EXHIBIT
 NUMBER        DESCRIPTION OF EXHIBIT
 ------        ----------------------

   3.1         Amended and Restated Certificate of Incorporation of the Company(2)

   3.2         Amended Bylaws of the Company(2)

   4.1         2003 Stock Option Plan(2)

   4.2         Certificate of Designation of Series A Convertible Preferred Stock(3)

   4.3         Certificate of Designation of Series B Participating Preferred Stock(4)

   4.4         Form of 12% Convertible Debenture(1)

   4.5         Form of Class A Warrant(5)

   4.6         Form of Class B Warrant(5)

   4.7         Form of Class C Warrant(5)

   5.1         Opinion of Bondy & Schloss LLP(1)

  10.1         Consulting Agreement, dated April 14, 2005, between the Company and Matis Cohen(1)

  10.2         Employment Agreement, dated April 28, 2005, between the Company and Eliyahu Kissos(1)

  23.1         Consent of Brightman Almagor & Co., a member firm of Deloitte Touche Tohmatsu(1)

  23.2         Consent of Bondy & Schloss LLP (included in Exhibit 5.1 hereof)(1)

  24.1         Power of attorney (included in the signature page of Part II of this Registration Statement)(1)
</FONT>

---------------------
(1)  Filed herewith
(2)  Incorporated by reference from the Company's Current Report on Form 8-K,
     dated June 9, 2004
(3)  Incorporated by reference from the Company's Quarterly Report on Form
     10-QSB, for the three-month period ended June 30, 2004
(4)  Incorporated by reference from the Company's Annual Report on Form 10-KSB,
     for the year ended December 31, 2004
(5)  Incorporated by reference from the Company's Current Report on Form 8-K,
     dated November 3, 2004

                                     II-13


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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 2005
                                                 REGISTRATION NO. 333-__________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               -------------------

                         VSUS TECHNOLOGIES INCORPORATED
  -----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
DELAWARE                                                                43-2033337
----------------------------------------------------------------           ---------------------------------------------------------

(State or other jurisdiction of incorporation or organization)                       (I.R.S. Employer Identification Number)
444 MADISON AVENUE, 24TH FLOOR
                            NEW YORK, NEW YORK 10022
 ------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

              VSUS TECHNOLOGIES INCORPORATED 2003 STOCK OPTION PLAN
                    EMPLOYMENT AGREEMENT WITH ELIYAHU KISSOS
 ------------------------------------------------------------------------------
                            (Full title of the plans)

                                 ELIYAHU KISSOS
                                    PRESIDENT
                         444 MADISON AVENUE, 24TH FLOOR
                            NEW YORK, NEW YORK 10022
                                 (212) 972-1400
 ------------------------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   COPIES TO:

                             JEFFREY A. RINDE, ESQ.
                               BONDY & SCHLOSS LLP
                         60 EAST 42ND STREET, 37TH FLOOR
                            NEW YORK, NEW YORK 10165
                                 (212) 661-3535

-------------------------------------------------------------------------------
                    (Address of principal executive offices)
CALCULATION OF REGISTRATION FEE
--------------------------------------------- ------------------- ------------------- ------------------------ -------------------
                                                                   PROPOSED MAXIMUM      PROPOSED MAXIMUM
                                                 AMOUNT TO BE       OFFERING PRICE      AGGREGATE OFFERING         AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED              REGISTERED           PER SHARE               PRICE            REGISTRATION FEE
--------------------------------------------- ------------------- ------------------- ------------------------ -------------------

Common stock, par value $.001 per share,         15,000,000(1)         $  0.49(2)          $  7,350,000(2)         $    865.10
issuable under the 2003 Stock Option Plan.
--------------------------------------------- ------------------- ------------------- ------------------------ -------------------
Common stock, par value $.001 per share,          5,038,000(3)         $  0.98(4)          $  4,937,240(4)        $     581.11
issued pursuant to the Employment Agreement
--------------------------------------------- ------------------- ------------------- ------------------------ -------------------
Total registration fee....................                                                                        $   1,446.21

--------------------------------------------- ------------------- ------------------- ------------------------ -------------------
(1)     Represents (i) 610,750 shares of common stock which have been purchased
        upon the exercise of stock options granted under the registrant's 2003
        Stock Option Plan, and (ii) the maximum number of additional shares of
        common stock which could be purchased upon the exercise of all stock
        options now outstanding, or which may hereafter be granted under the
        registrant's 2003 Stock Option Plan, in accordance with Rule 416(c) of
        the Securities Act of 1933, as amended, and includes an indeterminate
        number of shares which may be issuable by reason of a stock dividend,
        stock split, recapitalization or other similar event, in accordance with
        Rules 416(a) of the Securities Act of 1933, as amended.

(2)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
        amended, based upon (i) the average of the closing bid price of $0.94
        and closing asked price of $1.01 of the registrant's common stock on
        the OTC Bulletin Board on April 29, 2005, with respect to: (A) 610,750
        shares of common stock which have been purchased upon the exercise of
        options granted under the registrant's 2003 Stock Option Plan, and (B)
        the 6,968,867 shares of common stock as to which options are available
        for grant under the 2003 Stock Option Plan, but have not been granted
        as of the date of this registration statement, and (ii) the option
        exercise prices to acquire shares of common stock which have been
        granted under the 2003 Stock Option Plan as of the date of filing of
        this registration statement, including: (A) 6,935,250 options to
        purchase shares of common stock at an exercise price of $0.001 per
        share, (B) 476,875 options to purchase shares of common stock at an
        exercise price of $0.01 per share, and (C) 8,258 options to purchase
        shares of common stock at an exercise price of $1.70 per share.

(3)     Includes an indeterminate number of shares that may be issuable by
        reason of a stock dividend, stock split, recapitalization or other
        similar event in accordance with Rule 416(a) of the Securities Act of
        1933, as amended.

(4)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
        based upon the average of the closing bid price of $0.94 and closing
        asked price of $1.01 of the registrant's common stock on the OTC
        Bulletin Board on April 29, 2005.

================================================================================
EXPLANATORY NOTE

         This registration statement on Form S-8 (the "Registration Statement")
relates to 20,038,000 shares of common stock of VSUS Technologies Incorporated,
par value $0.001 per share (the "Common Stock"), which (i) may be purchased upon
the exercise of all stock options now outstanding under our 2003 Stock Option
Plan (the "2003 Plan"), or which may hereafter be granted under the 2003 Plan,
(ii) have been issued by us in connection with the exercise of options which
were granted under the 2003 Plan, and (iii) have been purchased pursuant to our
Employment Agreement with Mr. Eliyahu Kissos (the "Employment Agreement"), our
President and a director of ours.

         Part I of this Registration Statement lists information which has been,
or will be, sent or given to (i) participants in the 2003 Plan, and (ii) to Mr.
Kissos in connection with the Employment Agreement. The plan information
specified by Part I of Form S-8 is not being filed with the Securities and
Exchange Commission as permitted by the Note in Part I of Form S-8. This plan
information, the statement of availability of registrant information, and any
other information required by Item 2 of Part I of Form S-8, will be sent or
given to participants of the 2003 Plan, pursuant to Rule 428 under the
Securities Act of 1933, as amended.

         The material which follows Part I, up to, but not including the page
beginning "Part II" of this Registration Statement, constitutes a reoffer and
resale prospectus (the "Prospectus"), prepared in accordance with Part I of Form
S-3, as required by Instruction C of the General Instructions to Form S-8. This
Prospectus may be used for reoffers or resales of shares of our Common Stock
defined as "Restricted Securities" or "Control Securities" under Instruction C
to Form S-8 acquired or to be acquired by "Affiliates" (as such term is defined
in Rule 405 of the General Rules and Regulations under the Act), pursuant to the
Employment Agreement and, if applicable, the 2003 Plan.

         Part II contains information required in this Registration Statement
under Part II of Form S-8.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

         Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended, the documents containing the information specified in Part I of this
Registration Statement on Form S-8 have been, or will be, sent or given to (i)
participants in the 2003 Plan, and (ii) Mr. Eliyahu Kissos, in connection with
the Employment Agreement.

         These documents, together with the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof),
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL REPORT

         Upon the written or oral request by a participant in the 2003 Plan, or
by Mr. Kissos in connection with the Employment Agreement, we will provide any
of the documents incorporated by reference in Item 3 of Part II of this
Registration Statement (which documents are incorporated by reference into this
Section 10(a) prospectus), any documents required to be delivered to
participants pursuant to Rule 428(b), and any other additional information about
such plans. All of such documents and information will be available without
charge. Any such requests should be directed to us at 444 Madison Avenue, 24th
Floor, New York, New York 10165, to the attention of our Corporate Secretary.
Our telephone number is (212) 972-1400.
REOFFER AND RESALE PROSPECTUS

                                6,990,000 SHARES

                         VSUS TECHNOLOGIES INCORPORATED

                                  COMMON STOCK

     This Prospectus relates to the offer and sale by persons who are called
Selling Stockholders of up to 6,990,000 shares of our Common Stock. We will not
receive any proceeds from the sale of these shares.

     Our Common Stock is listed on the OTC Bulletin Board under the symbol
"VSUS." On April 29, 2005, the closing sale price of the Common Stock as
reported on the OTC Bulletin Board was $1.01 per share.

                          ----------------------------

         THE SHARES BEING OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
PROSPECTIVE PURCHASERS SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON
PAGE 5 OF THIS PROSPECTUS.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION. NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

                       ----------------------------------

         The Selling Stockholders may offer their shares through public or
private transactions, on or off the OTC Bulletin Board, at prevailing market
prices, or at privately negotiated prices. The Selling Stockholders may include
pledgees, donees, transferees, or other successors in interest. We will provide
specific terms of any offerings made under this prospectus in prospectus
supplements, if necessary.

                   THE DATE OF THIS PROSPECTUS IS MAY 3, 2005.
TABLE OF CONTENTS

                                                                           Page
                                                                           ----
        Prospectus Summary.....................................              3
        Risk Factors...........................................              5
        Special Note Regarding Forward-Looking
        Statements.............................................             16
        Use of Proceeds........................................             16
        Selling Stockholders...................................             17
        Plan of Distribution...................................             19
        Description of Capital Stock...........................             21
        Incorporation of Certain Information by
        Reference..............................................             27
        Legal Matters..........................................             28
        Experts................................................             28
        Where You Can Find More Information....................             28
        Commission Position on Indemnification for Securities Act
        Liabilities............................................             28

--------------------------------------------------------------------------------

         You should rely only on information contained in this document or to
which we have referred you. Neither we, nor the Selling Stockholders, have
authorized anyone to provide you with different or additional information. This
document may only be used where it is legal to sell these securities. The
information in this document may only be accurate on the date of this document.
You should not assume that the information in the prospectus, or incorporated
herein by reference, or in any prospectus supplement is accurate as of any date
other than the date on the front of those documents.
--------------------------------------------------------------------------------

                                       2
PROSPECTUS SUMMARY

                                   OUR COMPANY

OUR CORPORATE HISTORY

         We were incorporated in Delaware as Safe Mail Limited, on September 20,
2000. On May 15, 2001, we changed our name to VSUS Technologies Incorporated.
Since inception, we have been a developer and marketer of highly secure
communication systems for use over the Internet.

         Effective as of April 15, 2004, we became a wholly-owned subsidiary of
Formula Footwear, Inc., a Utah corporation, when we merged with Formula
Acquisition Corp., its wholly-owned Delaware subsidiary. At the time of this
merger, each of our then issued and outstanding securities were converted into
and exchanged for an equal number of securities of Formula Footwear, Inc. In
addition, effective upon consummation of the merger, Formula Footwear, Inc.'s
officers and directors resigned, and were replaced by our officers and
directors. Also, commencing on the date of the merger, our business became the
primary business of Formula Footwear, Inc., which had no substantial business
operations prior to acquiring our company.

         Subsequently, effective as of June 9, 2004, Formula Footwear, Inc.,
merged with and into our company. At the effective time of this merger, all
issued and outstanding securities of Formula Footwear, Inc. were exchanged for
an equal number of our securities. After the merger, we continued as the
surviving company and successor filer.

RECENT DEVELOPMENTS

         Effective as of April 13, 2005, we reorganized our business by
transferring substantially all of our assets to VSUS Secured Services, Inc., a
Delaware corporation, and wholly-owned subsidiary of ours.

         Effective as of April 14, 2005, we acquired 1stAlerts, Inc., a company
that enables the provision of up-to-the-minute information over a secure,
private intranet, through a combination of push and pull technologies, when it
merged with and into our wholly-owned Delaware subsidiary, First Info Network,
Inc. At the time of this merger, among other things, we exchanged an aggregate
of 13,000,000 shares of our Common Stock, and 200 shares of our Series B
Participating Preferred Stock, for all of the issued and outstanding shares of
capital stock of 1stAlerts, Inc., and the officers and directors of 1stAlerts,
Inc. became officers and directors of ours.

         As a result of these recent developments, we are now operating as a
holding company, providing information technology products and services through
our two wholly-owned subsidiaries, VSUS Secured Services, Inc. and First Info
Network, Inc.

CORPORATE INFORMATION

         Our principal executive offices are located at 444 Madison Avenue, 24th
Floor, New York, New York 10022, and our telephone number is (212) 972-1400.

                                       3
----------------------------------------------------------------------------------------------------------------------

                                             THE OFFERING
------------------------------------------------ ---------------------------------------------------------------------

Issuer.........................................        VSUS Technologies Incorporated

Securities Offered.............................        6,990,000 shares of Common Stock

OTC Bulletin Board Symbol......................        "VSUS"

Use of Proceeds................................        We will not receive any of the proceeds from the sale by any
                                                       Selling Stockholders of the shares of our Common Stock

Offering Price.................................        To be determined by the prevailing market price for the
                                                       shares at the time of the sale or in negotiated transactions

Terms of the Sale..............................        To be determined at the time of the sale

Total Shares of our Common Stock Outstanding
as of May 3, 2005..............................        26,836,659
------------------------------------------------ ---------------------------------------------------------------------
RISK FACTORS

         We urge you to read the "Risk Factors" section beginning on page 5 of
this Prospectus so that you understand the risks associated with an investment
in our common stock.

--------------------------------------------------------------------------------

                                       4
RISK FACTORS

     There are many risks that may affect our company or the value of our Common
Stock, including those described below. If any of these or other risks actually
occur, our business, financial condition and operating results, as well as the
trading price or value of our securities could be materially adversely affected
and you may lose all or part of your investment.

RISKS RELATING TO OUR BUSINESS

     WE ARE A DEVELOPMENT STAGE COMPANY, AND OUR LIMITED OPERATING HISTORY MAKES
EVALUATING OUR BUSINESS AND PROSPECTS DIFFICULT.

     We are a development stage company, and our limited operating history makes
it difficult to evaluate our current business and prospects or to accurately
predict our future revenues or results of operations. Our revenue and income
potential are unproven, and our business plan is constantly evolving. The
Internet is constantly changing and software technology is constantly improving.
Therefore we may need to continue to modify our business plan to adapt to these
changes. As a result of our being in the early stages of development,
particularly in an emerging technology industry, we are more vulnerable to
risks, uncertainties, expenses and difficulties than more established companies.
If we cannot successfully address the risks associated with early stage
development companies in emerging technologies, we may never achieve
profitability and we may not be able to continue operations.

     WE HAVE A HISTORY OF OPERATING LOSSES AND WE ANTICIPATE LOSSES AND NEGATIVE
CASH FLOW FOR THE FORESEEABLE FUTURE. UNLESS WE ARE ABLE TO GENERATE PROFITS AND
POSITIVE CASH FLOW WE MAY NOT BE ABLE TO CONTINUE OPERATIONS.

     We incurred an operating loss of $1,511,000 and negative cash flow from
operations of $980,000 during the year ended December 31, 2004, and an operating
loss of $1,369,000 and negative cash flow from operations of $258,000 during the
year ended December 31, 2003. We expect operating losses and negative cash flow
from operations to continue for the foreseeable future and to increase
significantly from current levels as we increase expenditures for:

          o    sales and marketing;

          o    technology;

          o    research and development; and

          o    general business enhancement.

     With increased on-going operating expenses, we will need to generate
significant revenues to achieve profitability. Consequently, we may never
achieve profitability. Even if we do achieve profitability, we may not sustain
or increase profitability on a quarterly or annual basis in the future. If we
are unable to achieve or sustain profitability in the future, we may be unable
to continue our operations.

                                       5
WE MAY REQUIRE ADDITIONAL CAPITAL TO PROCEED WITH OUR LONG-TERM BUSINESS
PLAN. IF WE ARE UNABLE TO OBTAIN SUCH CAPITAL IN FUTURE YEARS, WE MAY BE UNABLE
TO PROCEED WITH OUR LONG-TERM BUSINESS PLAN AND WE MAY BE FORCED TO LIMIT OR
CURTAIL OUR FUTURE OPERATIONS.

     In 2003 and 2004, we raised an aggregate of $1,750,000 in financing to fund
our operations. Recently, we raised an additional $215,000 to fund our
operations. We may require additional working capital to proceed with our
long-term business plan. If we are unable to raise additional financing should
it become necessary to do so, we may be unable to grow or to implement our
long-term business plan and, in fact, we may be forced to limit or curtail our
future operations.

     OUR AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN

     In conjunction with their 2004 year-end audit, our independent accountants
have issued an audit opinion with respect to our 2004 consolidated financial
statements, which includes an explanatory paragraph describing conditions that
raise substantial doubt about our ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty. We cannot be certain that our
business plans will be successful or which actions may become necessary to
preserve our business. Any inability to raise capital may require us to reduce
operations or could cause our business to fail.

     THE LOSS OF ANY OF OUR KEY PERSONNEL WOULD LIKELY HAVE AN ADVERSE EFFECT ON
OUR BUSINESS.

     Our future success depends, to a significant extent, on the continued
services of our key personnel. Our loss of any of these key personnel most
likely would have an adverse effect on our business. With the exception of our
Employment Agreement with Mr. Eliyahu Kissos, our President and a director of
ours, we currently have no contractual agreements with any of these personnel.
In addition, we do not have key man life insurance on any of these key
personnel.

     Competition for personnel throughout our industry is intense and we may be
unable to retain our current personnel, or attract, integrate or retain other
highly qualified personnel in the future. If we do not succeed in retaining our
current personnel, or in attracting and motivating new personnel, our business
could be materially adversely affected.

     THE ABSENCE OF THE TYPES OF FINANCIAL CONTROLS AND PROCEDURES REQUIRED OF
PUBLIC COMPANIES LEAVE INVESTORS IN OUR COMPANY WITHOUT THESE PROTECTIONS UNTIL
THEIR ABSENCE IS REMEDIED.

     The Sarbanes-Oxley Act requires public companies to maintain disclosure
controls and procedures that are designed to ensure that information required to
be disclosed in reports filed with the Securities and Exchange Commission is
recorded, processed, summarized and reported within the time required. This
includes controls and procedures to ensure that such information is accumulated
and communicated to management, including the principal executive officer and
principal financial officer, so as to allow timely decisions regarding required
disclosure of such information. The Sarbanes-Oxley Act also requires
documentation of internal control procedures, remediation as needed, and
periodic testing of these controls. We are in the process of reviewing our
internal controls with a view toward documenting the required controls and
procedures, remediating existing deficiencies and adopting a testing plan. This
process is in the initial stages. Because these controls are all designed to
protect the interests of investors in our securities, without these elements,
purchasers of our Common Stock in this offering would lack this protection until
their absence is remedied.

                                       6
OUR ACQUISITION OF 1STALERTS, INC. AND POTENTIAL ADDITIONAL FUTURE
ACQUISITIONS COULD BE DIFFICULT TO INTEGRATE AND COULD ADVERSELY AFFECT OUR
OPERATING RESULTS.

     As of April 14, 2005, we acquired 1stAlerts, Inc., when it merged with and
into First Info Network, Inc., our wholly-owned subsidiary. One of our
strategies for growth is the acquisition of businesses which are synergistic
with our current operations. We may not be able to find and consummate
acquisitions on terms and conditions acceptable to us. The acquisition of
1stAlerts, as well as other acquisitions we undertake, may involve a number of
special risks, including:

          o    Diversion of management's attention, which may make it difficult
               to complete existing projects;

          o    Potential failure to retain key acquired personnel, who may be
               difficult to replace, which could make it difficult to respond to
               our clients' needs;

          o    Assumptions of unanticipated contractual liabilities and
               potential lawsuits, which could result in significant legal costs
               and distractions to our management;

          o    Difficulties integrating systems, operations and cultures, which
               may lead to significant unexpected expenditures; and

          o    Amortization of acquired intangible assets, which may adversely
               affect our earnings per share, and consequently, the market price
               of our Common Stock.

     Any of these factors may have a material adverse affect on our business and
operations.

     OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE, AND MAY FLUCTUATE
SIGNIFICANTLY.

     Our operating results are likely to fluctuate significantly in the future
due to a variety of factors, many of which are outside of our control. Factors
which may cause operating results to fluctuate significantly include the
following:

          o    new technology or products introduced by us or by our
               competitors;

          o    the timing and uncertainty of sales cycles and seasonal declines
               in sales;

          o    our success in marketing and market acceptance of our products
               and services by our existing customers and by new customers;

          o    a decrease in the level of spending for information
               technology-related products and services by our existing and
               potential customers; and

          o    general economic conditions, as well as economic conditions
               specific to users of our products and technology.

     Our operating results may be volatile and difficult to predict. As such,
future operating results may fall below the expectations of securities analysts
and investors. In this event, the trading price of our Common Stock may fall
significantly.

                                       7
WE EXPECT TO GENERATE SOME REVENUES AND INCUR SOME OPERATING EXPENSES
OUTSIDE OF THE UNITED STATES. IF APPLICABLE CURRENCY EXCHANGE RATES FLUCTUATE,
OUR REVENUES AND RESULTS OF OPERATIONS MAY BE MATERIALLY AND ADVERSELY AFFECTED.

     We expect that some portion of our revenues will be based on sales outside
of the United States. In addition, we expect that some of our operating expenses
will be incurred outside of the United States. As a result, our financial
performance will be affected by fluctuations in the value of the U.S. dollar to
foreign currency. At the present time, we have no plan or policy to utilize
forward contracts or currency options to minimize this exposure, and even if
these measures are implemented there can be no assurance that such arrangements
will be available, be cost effective or be able to fully offset such future
currency risks.

     WE FACE RESTRICTIONS ON THE EXPORTATION OF OUR ENCRYPTION TECHNOLOGY, WHICH
COULD LIMIT OUR ABILITY TO MARKET OUR PRODUCTS OUTSIDE OF THE UNITED STATES.

     Some of our Internet security products utilize and incorporate encryption
technology. Exports of software products utilizing encryption technology are
generally restricted by the United States and various non-United States
governments, particularly in response to the terrorist acts of September 11,
2001. If we do not obtain the required approvals, we may not be able to sell
some of our products in international markets, which could materially adversely
affect our results of operations.

     OTHER RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS COULD ADVERSELY AFFECT
OUR BUSINESS OPERATIONS AND OUR RESULTS OF OPERATIONS.

     There are certain risks inherent in doing business on an international
level, such as:

          o    unexpected changes in regulatory requirements and export and
               import restrictions;

          o    controls relating to encryption technology that may limit sales
               sometime in the future;

          o    legal uncertainty regarding liability and compliance with foreign
               laws;

          o    competition with foreign companies or other domestic companies
               entering into the foreign markets in which we operate;

          o    tariffs and other trade barriers and restrictions;

          o    difficulties in staffing and managing foreign operations;

          o    longer sales and payment cycles;

          o    problems in collecting accounts receivable;

          o    political instability;

          o    fluctuations in currency exchange rates;

          o    software piracy; and

                                       8
o    seasonal reductions in business activity during the summer months
               in Europe and elsewhere; and potentially adverse tax
               consequences.

     Any of these factors could adversely impact the success of our
international operations. One or more of such factors may impair our future
international operations and our overall financial condition and business
prospects.

     WE FACE OTHER GOVERNMENTAL REGULATION AND LEGAL UNCERTAINTIES WITH RESPECT
TO OUR BUSINESS.

     Due to the increasing popularity and use of the Internet and online
services, it is possible that a number of laws and regulations may be adopted
with respect to the Internet or other online services covering issues such as
user privacy, pricing, content, copyrights, distribution and characteristics and
quality of products and services. Furthermore, the growth and development of the
market for online commerce may prompt calls for more stringent consumer
protection laws that may impose additional burdens on those companies conducting
business online. The adoption of any additional laws or regulations may decrease
the growth of the Internet or other online services, which could, in turn,
decrease the demand for our products and services, and increase its cost of
doing business, or otherwise have a material adverse effect on its business,
prospects, financial condition and results of operations. Moreover, the
applicability to the Internet and other online services of existing laws in
various jurisdictions governing issues such as property ownership, sales and
other taxes, libel and personal privacy is uncertain and may take years to
resolve. Any such new legislation or regulation, the application of laws and
regulations of jurisdictions whose laws do not currently apply to our business,
or the application of existing laws and regulations to the Internet and other
online services could have a material adverse effect on our business, financial
condition and results of operations.

     Permits or licenses may be required from federal, state or local
governmental authorities to operate or to sell certain products on the Internet.
No assurances can be given that such permits or licenses will be obtainable. We
may be required to comply with future national and/or international legislation
and statutes regarding conducting commerce on the Internet in all or specific
countries throughout the world. No assurance can be made that First Info will be
able to comply with such legislation or statutes.

RISKS RELATING TO OUR PRODUCTS AND SERVICES

     THE BUSINESS ENVIRONMENT IS HIGHLY COMPETITIVE AND, IF WE DO NOT COMPETE
EFFECTIVELY, WE MAY EXPERIENCE MATERIAL ADVERSE EFFECTS ON OUR OPERATIONS.

     The market for Internet security products and services, and other
information technology products and services, is intensely competitive and has
historically been characterized by low financial entry barriers. Therefore, we
expect competition to increase in the future. We compete with large and small
companies that provide products and services that are similar to some aspects of
our products and services. Our competitors may develop new technologies in the
future that are perceived as being more secure, effective or cost efficient than
the technology underlying our products and services.

     Some of our competitors have longer operating histories, greater name
recognition, access to larger customer bases and significantly greater
financial, technical and marketing resources than we do. As a result, they may
be able to adapt more quickly to new or emerging technologies and changes in
customer requirements or to devote greater resources to the promotion and sale
of their products than we will. We believe that there may be increasing
consolidation in the Internet software services industry and that this
consolidation may materially adversely affect our competitive position. In
addition, our competitors may have established or may establish financial or
strategic relationships among themselves,

                                       9
or with existing or potential customers, resellers or other third parties, and
rapidly acquire significant market share. If we cannot compete effectively, we
may experience future price reductions, reduced gross margins and loss of market
share, any of which will materially adversely affect our business, operating
results and financial condition.

     IF WE ARE UNABLE TO DEVELOP BRAND RECOGNITION, WE MAY BE UNABLE TO GENERATE
SIGNIFICANT REVENUES AND OUR RESULTS OF OPERATIONS MAY BE MATERIALLY ADVERSELY
AFFECTED.

     To attract customers we may have to develop a brand identity and increase
public awareness of our technology and products. To increase brand awareness, we
expect to significantly increase our expenditures for advertising and other
marketing initiatives. However, these activities may not result in significant
revenue and, even if they do, any revenue may not offset the expenses incurred
in building brand recognition. Moreover, despite these efforts, we may not be
able to increase public awareness of our brands, which would have a material
adverse effect on our results of operations.

     IF WE ARE UNABLE TO RESPOND TO RAPID TECHNOLOGICAL CHANGE AND IMPROVE OUR
PRODUCTS AND SERVICES, OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED.

     The Internet software services industry is characterized by rapid
technological advances, changes in customer requirements, frequent new product
introductions and enhancements and evolving industry standards in computer
hardware and software technology. As a result, we must continually change and
improve our products in response to changes in operating systems, application
software, computer and communications hardware, networking software, programming
tools and computer language technology. The introduction of products embodying
new technologies and the emergence of new industry standards may render existing
products obsolete or unmarketable. In particular, the market for Internet and
intranet applications is relatively new and is rapidly evolving. Our future
operating results will depend upon our ability to enhance our current products
and to develop and introduce new products on a timely basis that address the
increasingly sophisticated needs of our end-users and that keep pace with
technological developments, new competitive product offerings and emerging
industry standards. If we do not respond adequately to the need to develop and
introduce new products or enhancements of existing products in a timely manner
in response to changing market conditions or customer requirements, our
operating results may be materially diminished.

     WE MAY NOT BE ABLE TO PROTECT AND ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS,
WHICH COULD RESULT IN THE LOSS OF OUR RIGHTS, LOSS OF BUSINESS OR INCREASED
COSTS.

     Our success depends to a significant degree upon the protection of our
software and other proprietary technology. The unauthorized reproduction or
other misappropriation of our proprietary technology would enable third parties
to benefit from our technology without paying us for it. Although we have taken
steps to protect certain of our proprietary technology, such steps may be
inadequate, and the unauthorized use thereof could have a material adverse
effect on our business, results of operations and financial condition. Existing
trade secret, copyright and trademark laws offer only limited protection.
Moreover, the laws of other countries in which we market our products may afford
little or no effective protection of our intellectual property. If we resort to
legal proceedings to enforce our intellectual property rights, the proceedings
could be burdensome and expensive, even if we were to prevail.

                                       10
CLAIMS BY THIRD PARTIES THAT WE INFRINGE UPON THEIR PROPRIETARY TECHNOLOGY
COULD HURT OUR FINANCIAL CONDITION.

     If we discover that any of our products, or the technology we license from
third parties, violates third party proprietary rights, we may not be able to
reengineer our product or obtain a license on commercially reasonable terms to
continue offering such products without substantial reengineering. In addition,
product development is inherently uncertain in a rapidly evolving technology
environment in which there may be numerous patent applications pending for
similar technologies, many of which are confidential when filed. Although we
sometimes may be indemnified by third parties against claims that licensed third
party technology infringes proprietary rights of others, indemnity may be
limited, unavailable or, where the third party lacks sufficient assets or
insurance, ineffective. We currently do not have liability insurance to protect
against the risk that our technology or future licensed third party technology
infringes the proprietary rights of others. Any claim of infringement, even if
invalid, could cause us to incur substantial costs defending against the claim
and could distract our management from our business. Furthermore, a party making
such a claim could secure a judgment that requires us to pay substantial
damages. A judgment could also include an injunction or other court order that
could prevent us from selling our products. Any of these events could have a
material adverse effect on our business, operating results and financial
condition.

     IF OUR ELECTRONIC SECURITY DEVICES WERE BREACHED, OUR BUSINESS WOULD BE
MATERIALLY ADVERSELY AFFECTED.

     A key element of our technology and products is our Internet security
feature. If anyone is able to circumvent our security measures, they could
misappropriate proprietary information or cause interruptions or problems with
hardware and software of customers using our products. Any such security
breaches could significantly damage our reputation. In addition, we could be
liable to our customers for the damages caused by such breaches or we could
incur substantial costs as a result of defending claims for those damages. We
may need to expend significant capital and other resources to protect against
such security breaches or to address problems caused by such breaches. Security
measures taken by us may not prevent disruptions or security breaches. In the
event that future events or developments result in a compromise or breach of the
technology we use to protect a customer's personal information, our financial
condition and business could be materially adversely affected.

     WE RELY ON THIRD-PARTY SOFTWARE AND CONTENT AS A COMPONENT OF OUR PRODUCTS
AND SERVICES.

     We integrate third-party software and content as a component of our
software. There are inherent limitations in the use and capabilities of much of
the technology that we license from third parties. As a result, we face a number
of challenges in integrating these elements into our products and services. We
would be seriously harmed if the providers from whom we license software and
content ceased to deliver

                                       11
and support reliable products, enhance their current products or respond to
emerging industry standards. In addition, the third-party software and content
may not continue to be available to us on commercially reasonable terms or at
all. The loss of, or inability to maintain or obtain this software, could result
in delays or reductions. Furthermore, we might be forced to limit the features
available in our current or future product offerings. Either alternative could
seriously harm our business and operating results.

     WE HAVE ENTERED INTO A RESTRICTIVE LICENSING AND DEVELOPMENT ARRANGEMENT
WITH A FORMER OFFICER AND DIRECTOR OF OURS.

     As of January 28, 2005, we entered into a settlement agreement with a
former officer and director of ours, pursuant to which we granted him a
worldwide, perpetual license, including the right to sublicense, to use certain
software of ours internally in the operations of ViVaVu, Inc., a new company he
organized, and incorporate our software in larger programs and systems, which he
may commercially market, license and sell copies of. Notwithstanding the
foregoing, he has agreed not to compete with us in certain business
opportunities we intend to pursue.

     In addition, our former officer and director agreed that ViVaVu will
provide us with certain customer service and support, development services,
which may include, among other things, software design, programming, maintenance
and training and certain hosting services. As a result of his provision of these
services to us, we are dependent on our relationship with him. This relationship
may prove to be unsuccessful. Any disruption of our relationship with this
former officer and director could seriously harm our business and operating
results.

RISKS RELATING TO OUR COMMON STOCK AND OTHER SECURITIES

     OUR COMMON STOCK PRICE MAY BE VOLATILE.

     The market prices of securities of Internet and technology companies are
extremely volatile and sometimes reach unsustainable levels that bear no
relationship to the past or present operating performance of such companies.
Factors that may contribute to the volatility of the trading price of our Common
Stock include, without limitation:

          o    our quarterly results of operations;

          o    the variance between our actual quarterly results of operations
               and predictions by stock analysts;

          o    financial predictions and recommendations by stock analysts
               concerning Internet companies and companies competing in our
               market in general, and concerning us in particular;

          o    public announcements of technical innovations relating to our
               business, new products or technology by us or our competitors, or
               acquisitions or strategic alliances by us or our competitors;

          o    public reports concerning our products or technology or those of
               our competitors; and

          o    the operating and stock price performance of other companies that
               investors or stock analysts may deem comparable to us.

                                       12
In addition to the foregoing factors, the trading prices for equity
securities in the stock market in general, and of Internet-related companies in
particular, have been subject to wide fluctuations that may be unrelated to the
operating performance of the particular company affected by such fluctuations.
Consequently, broad market fluctuations may have an adverse effect on the
trading price of our Common Stock, regardless of our results of operations.

     THERE IS A LIMITED MARKET FOR OUR COMMON STOCK. IF A SUBSTANTIAL AND
SUSTAINED MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, OUR STOCKHOLDERS'
ABILITY TO SELL THEIR SHARES MAY BE MATERIALLY AND ADVERSELY AFFECTED.

     Our Common Stock is tradable in the over-the-counter market and is quoted
on the OTC Bulletin Board under the symbol "VSUS." Many institutional and other
investors refuse to invest in stocks that are traded at levels below the Nasdaq
Small Cap Market, which could make our efforts to raise capital more difficult.
In addition, the firms that make a market for our Common Stock could discontinue
that role. OTC Bulletin Board stocks are often lightly traded or not traded at
all on any given day. We cannot predict whether a more active market for our
Common Stock will develop in the future. In the absence of an active trading
market:

          o    investors may have difficulty buying and selling or obtaining
               market quotations;

          o    market visibility for our Common Stock may be limited; and

          o    a lack of visibility for our Common Stock may have a depressive
               effect on the market price for our Common Stock.

     OUR CURRENT EXECUTIVE OFFICERS, DIRECTORS AND MAJOR STOCKHOLDERS OWN A
SIGNIFICANT PERCENTAGE OF OUR VOTING STOCK. AS A RESULT, THEY EXERCISE
SIGNIFICANT CONTROL OVER OUR BUSINESS AFFAIRS AND POLICY.

     As of the date hereof, our current executive officers, directors and
holders of 5% or more of our outstanding Common Stock together beneficially
owned approximately 71.3% of our outstanding Common Stock, assuming they
exercised all of the currently vested stock options and warrants held by them.
These stockholders are able to significantly influence all matters requiring
approval by stockholders, including the election of directors and the approval
of significant corporate transactions. This concentration of ownership may also
have the effect of delaying, deterring or preventing a change in control and may
make some transactions more difficult or impossible to complete without the
support of these stockholders.

     SHARES ISSUABLE UPON THE EXERCISE OF STOCK OPTIONS, WARRANTS AND SHARES OF
CONVERTIBLE PREFERRED STOCK COULD DILUTE STOCK HOLDINGS AND ADVERSELY AFFECT OUR
STOCK PRICE.

     As of the date hereof, options to acquire 7,420,383 shares of Common Stock
have been issued to certain employees and other persons, pursuant to our 2003
Stock Option Plan, 7,161,500 of which are currently exercisable. In addition, we
have granted 1,183,750 non-plan options to a former officer and director of
ours, all of which are currently vested. These options are exercisable at
various prices, most of which are at or below the market price of our stock. If
exercised, these options will cause immediate and possibly substantial dilution
to our stockholders. As of the date hereof, our existing stock option plan has
6,968,867 shares remaining for issuance. Future options issued under the plan
may have further dilutive effects.

     In addition, we recently: (i) converted certain loans made to us into units
consisting of shares of preferred stock and warrants, (ii) issued debentures,
convertible into shares of our Common Stock, and

                                       13
warrants, in connection with a financing we completed, and (iii) assumed
additional warrants in connection with an acquisition we made. These securities
are convertible or exercisable at various prices, some of which may be at or
below the market price of our stock. Any such conversion or exercise would have
a dilutive effect on stockholders. Issuance of shares pursuant to the conversion
of shares of our preferred stock and convertible debentures, or the exercise of
warrants, could lead to subsequent sales of the shares in the public market,
which could depress the market price of our stock by creating an excess in
supply of shares for sale. Issuance of these shares and sale of these shares in
the public market could also impair our ability to raise capital by selling
equity securities.

     A LARGE NUMBER OF SHARES WILL BE ELIGIBLE FOR FUTURE SALE AND MAY DEPRESS
OUR STOCK PRICE.

     As of the date hereof, we had outstanding 26,836,659 shares of Common Stock
of which 19,147,750 shares are "restricted securities" as that term is defined
under Rule 144 promulgated under the Securities Act of 1933. These restricted
shares are eligible for sale under Rule 144 at various times. We have entered
into registration rights agreements requiring us to register the resale of
approximately 17,968,130 shares of our Common Stock, including shares of our
Common Stock issuable upon the conversion of shares of our outstanding
convertible preferred stock and convertible debentures, and the exercise of our
outstanding warrants. No prediction can be made as to the effect, if any, that
sales of shares of Common Stock or the availability of such shares for sale will
have on the market prices prevailing from time to time. Nevertheless, the
possibility that substantial amounts of our Common Stock may be sold in the
public market may adversely affect prevailing market prices for the Common Stock
and could impair our ability to raise capital through the sale of our equity
securities.

     WE HAVE A SIGNIFICANT AMOUNT OF AUTHORIZED BUT UNISSUED PREFERRED STOCK,
WHICH MAY AFFECT THE LIKELIHOOD OF A CHANGE OF CONTROL IN OUR COMPANY.

     Our board of directors has the authority, without further action by the
stockholders, to issue 20,000,000 shares of preferred stock on such terms and
with such rights, preferences and designations as it may determine, in its sole
discretion. Such terms may include restricting dividends on our Common Stock,
dilution of the voting power of our Common Stock, or impairing the liquidation
rights of the holders of our Common Stock. The board has already authorized
classes of Series A Convertible Preferred Stock, Series B Participating
Preferred Stock and Series C Convertible Preferred Stock. Issuance of such
preferred stock, depending on the rights, preferences and designations thereof,
may have the effect of delaying, deterring or preventing a change in control.

     WE DO NOT INTEND TO PAY DIVIDENDS IN THE NEAR FUTURE.

     Our board of directors determines whether to pay dividends on our issued
and outstanding shares. The declaration of dividends will depend upon our future
earnings, our capital requirements, our financial condition and other relevant
factors. Our board does not intend to declare any dividends on our shares for
the foreseeable future.

     OUR COMMON STOCK IS CURRENTLY A "PENNY STOCK." AS A RESULT, TRADING
OF OUR SHARES IS SUBJECT TO SPECIAL REQUIREMENTS THAT COULD IMPEDE OUR
STOCKHOLDERS' ABILITY TO RESELL THEIR SHARES.

     Our Common Stock is currently a "penny stock," as that term is defined in
Rule 3a51-1 of the Securities and Exchange Act of 1934, because it is selling at
a price below five dollars per share. In the future, if we are unable to list
our Common Stock on Nasdaq, or a national securities exchange, or the per share
sale price is not at least $5.00, our Common Stock may continue to be deemed to
be a "penny stock." Penny stocks are stocks:

          o    with a price of less than five dollars per share;

                                       14
o    that are not traded on a recognized national exchange;

          o    whose prices are not quoted on the Nasdaq automated quotation
               system ; or

          o    of issuers with net tangible assets less than (i) $2,000,000 if
               the issuer has been in continuous operation for at least three
               years; or (ii) $5,000,000 if in continuous operation for less
               than three years; or (iii) of issuers with average revenues of
               less than $6,000,000 for the last three years.

     Section 15(g) of the Exchange Act, and Rule 15g-2 of the Securities and
Exchange Act of 1934, require broker-dealers dealing in penny stocks to provide
potential investors with a document disclosing the risks of penny stocks and to
obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account. Moreover,
Rule 15g-9 of the Securities and Exchange Act of 1934 requires broker-dealers in
penny stocks to approve the account of any investor for transactions in such
stocks before selling any penny stock to that investor. This procedure requires
the broker-dealer:

          o    to obtain from the investor information concerning his or her
               financial situation, investment experience and investment
               objectives;

          o    to determine reasonably, based on that information, that
               transactions in penny stocks are suitable for the investor and
               that the investor has sufficient knowledge and experience as to
               be reasonably capable of evaluating the risks of penny stock
               transactions;

          o    to provide the investor with a written statement setting forth
               the basis on which the broker-dealer made the determination in
               (ii) above; and

          o    to receive a signed and dated copy of such statement from the
               investor, confirming that it accurately reflects the investor's
               financial situation, investment experience and investment
               objectives.

     Compliance with these requirements may make it more difficult for holders
of our Common Stock to resell their shares to third parties or to otherwise
dispose of them.

     OUR RESTATED CERTIFICATE OF INCORPORATION, AND DELAWARE LAW, CONTAIN
PROVISIONS THAT COULD DISCOURAGE AN ACQUISITION OR CHANGE OF CONTROL OF OUR
COMPANY.

     Our restated certificate of incorporation authorizes our board of directors
to issue preferred stock without stockholder approval. Provisions of our
certificate of incorporation, such as the provision allowing our board of
directors to issue preferred stock with rights more favorable than our Common
Stock, could make it more difficult for a third party to acquire control of us,
even if that change of control might benefit our stockholders. In addition,
certain "anti-takeover" provisions in Delaware law may restrict the ability of
our stockholders to authorize a merger, business combination or change of
control.

                                       15
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This Prospectus and the documents incorporated by reference in this
Prospectus contain forward-looking statements. These forward-looking statements
are based on our current expectations, estimates and projections about our
industry, management's beliefs and certain assumptions made by us. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates"
and variations of these words or similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to predict. Therefore, our actual results could differ materially
from those expressed or forecasted in any forward-looking statements as a result
of a variety of factors, including those set forth in "Risk Factors" above and
elsewhere in, or incorporated by reference into, this Prospectus. We undertake
no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.

                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of the shares by
the Selling Stockholders. All sale proceeds will be received by the Selling
Stockholders. However, to the extent that a Selling Stockholder exercises
options to purchase shares of Common Stock that are sold under the Registration
Statement of which this Prospectus forms a part, we will receive the proceeds
from the exercise of those options. We expect to use the proceeds from the
exercise of those options for working capital purposes. Specific determinations
will be made at the respective times that the exercises occur.

         The amounts and timing of our actual expenditures will depend upon
numerous factors, including our marketing and sales activities, and the amount
of cash generated by our operations. We may find it necessary or advisable to
use portions of the proceeds for other purposes.

                                       16
SELLING STOCKHOLDERS

     The following table sets forth the names of the Selling Stockholders, the
number of and percent of outstanding shares of Common Stock beneficially owned
by each of them prior to this offering, and the number of shares being offered
on behalf of each Selling Stockholder in this offering. All information
contained in the table below is based upon information provided to us by the
Selling Stockholders, and we have not independently verified this information.
We are not able to estimate the amount of shares that will be held by the
Selling Stockholders after the completion of this offering because the Selling
Stockholders may offer all or some of their shares and we are not aware of any
agreements, arrangements or understandings with respect to the sale of any of
their shares. The following table assumes that all of the shares being
registered will be sold. The Selling Stockholders are not making any
representation that any shares covered by the Prospectus will be offered for
sale. The Selling Stockholders reserve the right to accept or reject, in whole
or in part, any proposed sale of shares.

GRANTS OF STOCK OPTIONS TO MR. MATIS COHEN

     Mr. Matis Cohen served as our President, and as a director and consultant
of ours, commencing January 1, 2003. In consideration for such services,
pursuant to our 2003 Stock Option Plan: (i) as of January 1, 2003, we granted
Mr. Cohen stock options to purchase 910,000 shares of our Common Stock, at an
exercise price of $0.01 per share (the "2003 Cohen Options"); and (ii) as of
February 1, 2004, we granted Mr. Cohen stock options to purchase 42,000 shares
of our Common Stock, at an exercise price of $0.001 per share (the "2004 Cohen
Options").

     Effective as of January 6, 2005, Mr. Cohen was removed from our board of
directors, and, subsequently, as an officer of ours. As a result of such
removal, 341,250 of the 2003 Cohen Options, which had not already vested,
automatically expired on the date thereof.

     As of March 6, 2005, Mr. Cohen's 568,750 remaining 2003 Cohen Options were
repriced to $0.001, to give effect to a stock split we completed in January
2004. As of March 21, 2005, Mr. Cohen exercised his 568,750 2003 Cohen Options,
and his 42,000 2004 Cohen Options.

     Simultaneously with our acquisition of 1stAlerts, Inc., as of April 14,
2005, as described elsewhere in this report, Mr. Cohen was reinstated as a
director of ours, and was appointed as a director of our wholly-owned
subsidiary, VSUS Secured Services, Inc. In connection with his reinstatement, we
reissued his 341,250 stock options, which had automatically expired at the time
of his removal. The stock options: (i) are exercisable at a price of $0.001 per
share, (ii) vested 50% on the date of Mr. Cohen's reinstatement, (iii) will vest
with respect to the remaining 50% on June 30, 2005, and have a term of five (5)
years.

     In addition, simultaneously with our acquisition of 1stAlerts, Inc., we
entered into a Consulting Agreement with Mr. Cohen, pursuant to which he shall
serve as a consultant in connection with our operations, and the operations of
VSUS Secured Services, Inc., our wholly-owned subsidiary, in Israel. In
consideration for his services as a consultant, we issued Mr. Cohen options to
purchase 1,000,000 shares of our Common Stock, at an exercise price of $0.001
per share. The options vested 100% on the date of grant and have a term of five
(5) years.

SALE OF SHARES TO ELIYAHU KISSOS

     As of January 28, 2005, we entered into a Settlement Agreement, with Mr.
Amiram Ofir (the "Settlement Agreement"), who, prior to that date, had been our
Chief Executive Officer, and a director of ours, and an officer and director of
each of our subsidiaries. Pursuant to the Settlement Agreement, among other
things, 4,389,000 shares of our Common Stock held by Ofir Holding Limited, a
company

                                       17
controlled by Mr. Ofir, and 649,000 shares of our Common Stock, jointly
owned by Mr. Ofir and Mrs. Hannah Ofir, Mr. Ofir's spouse and a former officer
of ours (collectively, the "Ofir Shares"), were sold to Mr. Eliyahu Kissos, who,
at the time, became our President and sole director, and the President and sole
director of each of our subsidiaries, for an aggregate purchase price of
$170,000 (the "Purchase Price"). The Purchase Price was negotiated as part of
the overall settlement, and, therefore, did not necessarily represent the market
value of shares of our Common Stock on the date of this transaction.

     On April 28, 2005, we entered into an Employment Agreement with Mr. Kissos,
in connection with his services as our President, and a director of ours. The
Employment Agreement has a term of four (4) years, unless sooner terminated.
Pursuant to the Employment Agreement, in consideration for his services, we
issued Mr. Kissos 5,038,000 shares of our Common Stock (the "Kissos Shares"). We
have the right to repurchase certain amounts of the Kissos Shares under certain
circumstances. In addition, the Employment Agreement entitles Mr. Kissos to
bonuses, at the discretion of the board of directors, and certain other
benefits. The Employment Agreement contains confidentiality, non-compete and
other customary provisions.

     As of April 28, 2005, concurrently with entering into the Employment
Agreement, Mr. Kissos cancelled the 5,038,000 Ofir Shares he had purchased in
connection with the Settlement Agreement.
NUMBER OF SHARES OF          PERCENT OF              NUMBER OF
                                      COMMON STOCK            OUTSTANDING              SHARES OF
                                   BENEFICIALLY OWNED            SHARES               COMMON STOCK
                                       PRIOR TO            BENEFICIALLY OWNED          OFFERED IN
SELLING STOCKHOLDERS                  OFFERING(1)         PRIOR TO OFFERING(2)       THIS OFFERING
----------------------------     ---------------------   ----------------------  ------------------------

Matis Cohen
Director                               1,952,000(3)               6.4%                  1,952,000

Eliyahu Kissos
President and Director                 5,038,000                 18.8%                  5,038,000
---------------------
(1)  For the purposes of this table, the number of shares of Common Stock owned
     prior to this offering includes (i) all shares of Common Stock owned as of
     the date of this Prospectus, and (ii) shares of Common Stock which would be
     owned if all options granted under the 2003 Plan as of the date of this
     Prospectus were exercised, regardless of whether those options are
     currently exercisable.

(2)  Applicable percentage of ownership is based on 26,836,659 shares of Common
     Stock outstanding as of the date hereof.

(3)  Consists of (i) 610,750 shares of common stock, and (ii) 1,341,250 shares
     of common stock issuable upon the exercise of stock options.

     This Prospectus also covers any additional shares of common stock that
become issuable in connection with the shares being registered by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration or certain dilutive stock
issuances which results in an increase in the number of our outstanding shares
of common stock.

     This Prospectus may be used for reoffers or resales of shares of our Common
Stock defined as "Restricted Securities" or "Control Securities" under
Instruction C to Form S-8 acquired or to be acquired by "Affiliates" (as such
term is defined in Rule 405 of the General Rules and Regulations under the Act),
pursuant to the Employment Agreement and 2003 Plan. Participants under the 2003
Plan who are deemed to be "Affiliates" of ours who acquire shares of Common
Stock under the 2003 Plan may be added to the

                                       18
Selling Stockholders listed below from time to time by use of a prospectus
supplement filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended.

                              PLAN OF DISTRIBUTION

         We are registering the shares of Common Stock covered by this
Prospectus for the Selling Stockholders. To the extent required, we will
identify any additional Selling Stockholders in a supplement to this Prospectus.

         The Selling Stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. The Selling
Stockholders may sell the shares on the over-the-counter market or in private
transactions, at market prices prevailing at the time of sale, at prices related
to the prevailing market prices, or at negotiated prices.

     In addition, the Selling Stockholders may sell some or all of their shares
through:

     o    a block trade in which a broker-dealer may resell a portion of the
          block, as principal, in order to facilitate the transaction;

     o    purchases by a broker-dealer, as principal, and resale by the
          broker-dealers for its account; or

     o    ordinary brokerage transactions and transactions in which a broker
          solicits purchasers.

     The Selling Stockholders may enter into hedging transactions with respect
to their shares. For example, the Selling Stockholders may:

     o    enter into transactions involving short sales of the shares by
          broker-dealers;

     o    sell shares short themselves and redeliver such shares to close out
          their short positions;

     o    enter into option or other types of transactions that require the
          Selling Stockholders to deliver shares to a broker-dealer, who will
          then resell or transfer the shares under this prospectus; or

     o    loan or pledge the shares to a broker-dealer, who may sell the loaned
          shares or, in the event of default, sell the pledged shares.

     The Selling Stockholders may negotiate and pay broker-dealers commissions,
discounts or concessions for services. Broker-dealers engaged by the Selling
Stockholders may allow other broker-dealers to participate in resales. However,
the Selling Stockholders and any broker-dealers involved in the sale or resale
of the shares may qualify as "underwriters" within the meaning of the Securities
Act of 1933, as amended. In addition, the broker-dealers' commissions, discounts
or concessions may qualify as underwriters' compensation under the Securities
Act of 1933, as amended. If the Selling Stockholders or any broker-dealers
qualify as "underwriters," they will be subject to the Prospectus delivery
requirements of the Securities Act of 1933, as amended.

     In addition to selling their shares under this Prospectus, the Selling
Stockholders may:

     o    agree to indemnify any broker-dealer or agent against certain
          liabilities related to the selling of the shares, including
          liabilities arising under the Securities Act of 1933, as amended;

     o    transfer their shares in other ways not involving market makers or
          established trading markets, including directly by gift, distribution,
          or other transfer; or

                                       19
o    sell their shares under Rule 144 of the Securities Act of 1933, as
          amended, rather than under this Prospectus, if the transaction meets
          the requirements of Rule 144.

         All expenses of the registration of the shares will be paid by us,
including, without limitation, SEC filing fees and expenses of compliance;
however, the Selling Stockholders will pay expenses related to the securities
laws of any state and any sales commissions or underwriting discounts and fees
and expenses of their counsel incurred in connection with the sale of shares
through this Prospectus.

         We have agreed to indemnify the Selling Stockholders and anyone who
controls any of the Selling Stockholders against certain liabilities and
expenses arising out of or based upon the information contained in this
document, including liabilities under federal securities laws.

                                       20
DESCRIPTION OF CAPITAL STOCK

GENERAL

         The following discussion summarizes our capital stock and describes
certain provisions of our amended and restated certificate of incorporation and
amended bylaws. The information in this section is a summary only and is
qualified by reference to our amended and restated certificate of incorporation
and our amended bylaws, which have been filed as exhibits to the Registration
Statement of which this Prospectus forms a part.

         Our authorized capital stock consists of: (i) 100,000,000 shares of
Common Stock, par value $0.001 per share, and (ii) 20,000,000 shares of
Preferred Stock, par value $0.001 per share, of which: (a) 1,000 shares have
been designated as Series A Convertible Preferred Stock, (b) 1,000 have been
designated as Series B Participating Preferred Stock, and (c) 1,150 have been
designated as Series C Convertible Preferred Stock.

         As of the date hereof, we have (i) 26,836,659 shares of Common Stock
issued and outstanding, (ii) 350 shares of Series A Convertible Preferred Stock
issued and outstanding, (iii) 200 shares of Series B Participating Preferred
Stock issued and outstanding, and (iv) no shares of Series C Convertible
Preferred Stock issued and outstanding.

COMMON STOCK

         Holders of our Common Stock are entitled to such dividends, if any, as
our board of directors may declare from time to time from legally available
funds, subject to the preferential rights of the holders of any shares of our
Preferred Stock that have been issued, or which we may issue in the future.
Except as otherwise required by law, the holders of our Common Stock are
entitled to one vote per share on any matter to be voted upon by stockholders.

         Our amended bylaws require that a majority of our issued and
outstanding shares need be represented, in person or by proxy, to constitute a
quorum and to transact business at a stockholders' meeting. Our directors will
be elected by a plurality of the shares voting once a quorum is present.
Cumulative voting for the election of directors is not provided for in our
amended and restated certificate of incorporation.

         Upon our voluntary or involuntary liquidation, distribution or sale of
assets, dissolution or winding up of our affairs, the holders of our Common
Stock are entitled to share, on a pro rata basis, all assets remaining after
payment to creditors and subject to prior distribution rights, if any, on shares
of Preferred Stock that have been issued, or which we may issue in the future.

         Holders of our Common Stock do not have preemptive rights to subscribe
to additional shares if issued by us. In addition, there are no conversion,
redemption, sinking fund or similar provisions regarding our Common Stock.

         As of the date hereof, we have 26,836,659 shares of Common Stock issued
and outstanding. All of the outstanding shares of Common Stock are fully paid
and non-assessable.

                                       21
PREFERRED STOCK

         "Blank Check" Preferred Stock

         Under our amended and restated certificate of incorporation, we may
issue up to 20,000,000 shares of Preferred Stock. Under our amended and restated
certificate of incorporation, our board of directors, without further action by
our stockholders, is authorized to issue shares of Preferred Stock in one or
more series. The board of directors may designate the preferred shares as to
series, preferences, limitations and other provisions as the board of directors
may designate from time to time. The Preferred Stock could have voting or
conversion rights that could adversely affect the voting power or other rights
of holders of our Common Stock.

         Series A Convertible Preferred Stock

         Of our 20,000,000 authorized shares of Preferred Stock, 1,000 have been
designated as Series A Convertible Preferred Stock. The holders of our Series A
Convertible Preferred Stock are entitled to receive, when and as declared,
dividends at the per share rate of 12% per annum of the original issue price of
$5,000 per share (the "Original Purchase Price"), before any dividends are
payable to holders of our Common Stock. In addition, the holders of our Series A
Convertible Preferred Stock have a liquidation preference, which provides that,
upon certain "liquidity events," they will be paid out of our assets prior to
the holders of our Common Stock.

         There are currently 350 shares of our Series A Convertible Preferred
Stock issued and outstanding. We issued these shares in connection with a
previous equity private placement, which closed as of November 3, 2004 (the
"Closing Date"). Each share is convertible into such number of shares of
our Common Stock as is determined by dividing the Original Purchase Price, by
$0.25. Each holder of our Series A Convertible Preferred Stock is entitled
to vote on all matters submitted to a vote of the holders of our Common Stock on
an as converted basis. Assuming the conversion of 100% of the shares of our
outstanding Series A Convertible Preferred Stock, we will have 7,000,000
additional common shares outstanding.

         The Series A Convertible Preferred Stock is redeemable: (i) at the
election of any holder thirteen (13) months following the Closing Date, subject
to the holder's option to have us redeem the Series A Convertible Preferred
Stock from the proceeds of any offering of our securities resulting in gross
proceeds of $5 million or more (a "Qualified Offering"), at a purchase price
equal to the Original Purchase Price, plus any accrued and unpaid dividends; or
(ii) at our election after sixteen (16) months following the Closing Date, at a
purchase price equal to 130% of the Original Purchase Price, plus any accrued
and unpaid dividends.

         We have agreed to register all of the shares of Common Stock underlying
our outstanding shares of Series A Convertible Preferred Stock.

         Series B Participating Preferred Stock

         Of our 20,000,000 authorized shares of Preferred Stock, 1,000 have been
designated as Series B Participating Preferred Stock. The holders of our Series
B Participating Preferred Stock are entitled to participate, on an "as if
converted" basis, in any and all dividends paid with respect to our Common
Stock. In addition, the holders of our Series B Participating Preferred Stock
have a liquidation preference, which provides that, upon certain "liquidity
events," they will be paid out of our assets prior to the holders of our Common
Stock, in parity with the holders of our other series of Preferred Stock.
Holders of our Series B Participating Preferred Stock have no voting rights.

                                       22
There are currently 200 shares of our Series B Participating Preferred
Stock issued and outstanding. We issued these shares in connection with our
acquisition of 1stAlerts, Inc. (the "1stAlerts Merger"). Shares of our Series B
Participating Preferred Stock will be automatically converted into shares of our
Common Stock upon the occurrence of: (i) the liquidation, dissolution, or
winding up of our company, (ii) the consolidation, merger or reorganization of
our company, which results in a change of control, or (iii) the sale of all or
substantially all of our assets, or our issued and outstanding shares of Common
Stock. In such event, our outstanding shares of Series B Participating Preferred
Stock will be converted into such number of shares of our Common Stock, so that
after such issuance, the holders of shares of our Series B Participating
Preferred Stock will hold, in the aggregate, a number of shares of our Common
Stock equal to the percentage of the total "Fair Market Value" of our company
represented by the "Fair Market Value" of First Info Network, Inc., our
wholly-owned subsidiary, determined by a mutually agreed upon independent
appraiser. In addition, any time on or after the third anniversary of the
effective date of the 1stAlerts Merger, any holder of shares of our Series B
Participating Preferred Stock may convert such shares into the number of shares
of our Common Stock as is determined by the following formula:

                  x = y ((A (divided by) B) x (C (divided by) D))

         A =      number of shares of Series B Participating Preferred Stock
                  owned by the holder.
         B =      Total number of issued and outstanding shares of Series B
                  Participating Preferred Stock.
         C =      Fair Market Value of First Info Network, Inc. on the
                  conversion date.
         D =      Fair Market Value of our company on the conversion date.
         y =      Total number of shares of our Common Stock issued and
                  outstanding on the conversion date.
         x        = Number of shares of our Common Stock into which the holder
                  of shares of Series B Participating Preferred Stock is
                  entitled to convert.

         Series C Convertible Preferred Stock

         Of our 20,000,000 authorized shares of Preferred Stock, 1,150 have been
designated as Series C Convertible Preferred Stock. The holders of our Series C
Convertible Preferred Stock shall be entitled to cast 10,000 votes per share
held on the record date for the vote or written consent of our stockholders. In
addition, each share of Series C Convertible Preferred Stock is convertible, at
the option of the holder thereof, on or after April 1, 2008, into 10,000 shares
of our Common Stock, at a price per share equal to $0.68 per share.

         The shares of our Series C Convertible Preferred Stock shall rank
junior to all of our other series of Preferred Stock as to the distribution of
our assets and shall not be redeemable. In addition, the holders of shares of
our Series C Convertible Preferred Stock shall not be entitled to receive
dividends when as declared by us and have no liquidation preference.

         As of the date hereof, there are no shares of our Series C Convertible
Preferred Stock issued and outstanding. We currently have no plans to issue
shares of our Series C Convertible Preferred Stock.

                                       23
12% CONVERTIBLE DEBENTURES

         Effective as of April 14, 2005, we sold an aggregate of $215,000 of our
12% Convertible Debentures (the "Debentures") to certain purchasers. The
Debentures, which have a maturity date of December 3, 2005, are convertible into
such number of shares of our Common Stock as is determined by dividing the
amount of the Debentures, by $0.25. Assuming the conversion of 100% of the
Debentures, we will have 860,000 additional common shares outstanding.

         We have given the purchasers of the Debentures mandatory registration
rights with regard to the shares of our Common Stock underlying the Debentures.

COMMON STOCK PURCHASE WARRANTS

         In connection with the sale of our Series A Convertible Preferred
Stock, as further described above, we issued 1,750,000 Class A Warrants,
1,750,000 Class B Warrants, and 1,750,000 Class C Warrants. Each Class A Warrant
has a term of two (2) years from the effective date of a registration statement
we are obligated to file (the "Resale Registration Statement") to register the
shares of our Common Stock underlying the shares of Series A Preferred Stock,
Class A Warrants, Class B Warrants and Class C Warrants (the "Underlying
Shares"), and an exercise price of $0.19. Each Class B Warrant has a term of
five (5) years from the effective date of the Resale Registration Statement, and
an exercise price of $0.34. Each Class C Warrant has a term of five (5) years
from the date of issuance, and an exercise price of $0.47.

         In connection with the sale of our 12% Convertible Debentures, as
further described above, we issued an additional 215,000 Class A Warrants,
215,000 Class B Warrants, and 215,000 Class C Warrants.

         Upon our acquisition of 1stAlerts, Inc., as described elsewhere in this
Prospectus, we exchanged warrants to purchase 1,697,367 shares of 1stAlerts'
Common Stock, for an equal number of our Class A Warrants.

         Assuming the exercise of 100% of our issued and outstanding Class A
Warrants, Class B Warrants and Class C Warrants, we will have 7,592,367
additional common shares outstanding.

         We have given the holders of all of our Class A Warrants, Class B
Warrants, and Class C Warrants mandatory registration rights with regard to the
shares of our Common Stock underlying these warrants.

COMMON STOCK OPTIONS

         2003 Stock Option Plan

         We have issued an aggregate of 7,420,383 stock options to our
employees, officers, directors, consultants, advisors and other service
providers pursuant to our 2003 Stock Option Plan. The 2003 Stock Option Plan is
administered by our board of directors.

         Of the 7,420,383 stock options issued under the 2003 Stock Option Plan,
7,161,500 are currently exercisable at exercise prices ranging between $0.001
and $1.70 per share. The maximum number of shares of our common stock for which
options may be granted under the 2003 Stock Option Plan is 15,000,000. An
additional 6,968,750 options are available for grant under our 2003 Stock Option
Plan.

                                       24
Non-Plan Stock Options

         In connection with a Settlement Agreement we entered into with Mr.
Amiram Ofir, a former officer and director of ours, we issued 1,183,750 non-plan
options to purchase shares of our Common Stock at exercise prices ranging
between $0.001 and $0.01 per share.

         We have agreed that any registration statement we file to register the
shares of Common Stock underlying our outstanding shares of Series A Convertible
Preferred Stock shall also include the shares of our Common Stock underlying Mr.
Ofir's options. Mr. Ofir has agreed to subject the shares underlying his options
to any lockup agreement that the holders of our Series A Convertible Preferred
Stock agree to subject the shares of our Common Stock underlying such
securities.

ANTI-TAKEOVER PROVISIONS OF OUR AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION AND AMENDED BYLAWS

         Provisions with Anti-Takeover Implications

         A number of provisions of our amended and restated certificate of
incorporation and amended bylaws concern how we are governed and your rights as
stockholders. Under our amended and restated certificate of incorporation, our
board of directors may issue Preferred Stock and set the voting rights,
conversion rights, preferences, and other terms of the Preferred Stock. These
provisions could be deemed to discourage takeover attempts not first approved by
our board of directors, including takeovers which may be considered by some
stockholders to be in their best interests. Any discouraging effect upon
takeover attempts could potentially depress the market price of our Common Stock
or cause temporary fluctuations in the market price of the Common Stock that
otherwise could result from actual or rumored takeover attempts. These
provisions could also delay or frustrate the removal of incumbent directors or
the assumption of control by stockholders, even if such removal or assumption
would be beneficial to our stockholders. These provisions could also discourage
or make more difficult a merger, tender offer, proxy contest or other takeover
attempt, even if they could be favorable to the interests of our stockholders,
and could potentially depress the market price of our Common Stock.

         Special Meetings of Stockholders

         Our amended bylaws provide that special meetings of our stockholders
may be called by our board of directors or a committee of the board of directors
that has been duly designated.

         Stockholder Action by Written Consent

         Our amended bylaws provide that whenever a vote of our stockholders is
required or permitted to be taken to authorize or approve any action, other than
the election of directors, such action may be taken without a stockholders'
meeting if approved by written consent of the holders of at least a majority of
the voting power of the stockholders, except where a greater proportion of
voting power is required, in which case such greater proportion of written
consents by the stockholders will be required.

         Amendments to Bylaws

         Our amended and restated certificate of incorporation and amended
bylaws provide that our amended bylaws may be altered, amended or repealed by
our board of directors or by the affirmative vote of the holders of a majority
of our capital stock entitled to vote at any meeting of stockholders.

                                       25
Limitation of Liability and Indemnification of Officers and Directors

         Our amended and restated certificate of incorporation provide that our
directors and officers will not be personally liable to our company or our
stockholders for damages arising out of a breach of fiduciary duty as a director
or officer, except for damages for breach of fiduciary duty resulting from acts
or omissions involving intentional misconduct, fraud or a knowing violation of
law. As a result, neither we, nor our stockholders, personally or through
stockholder derivative suits on our behalf, have the right to recover damages
against a director or officer for breach of fiduciary duty, except in the
situations described above.

         Our amended bylaws provide that we must indemnify any person who was,
is or is threatened to be made a party to any action, suit or proceeding,
including derivative suits on our behalf, by reason of the fact that the person
acted as one of our directors, officers, employees or agents, against all
expenses, judgments, fines and amounts paid in settlement by the person in
connection with the action if the person acted in good faith and in a matter the
person reasonably believed to be in, or not opposed to, our best interests, or
in any criminal action if the person had no reasonable cause to believe his or
her conduct was unlawful. We are generally not required to indemnify our
directors, officers, employees or agents if the person is found to be guilty of
gross negligence or willful misconduct. Our amended bylaws provide that we may
purchase and maintain insurance on any of our directors, officers, agents and
employees or anyone serving at our request.

MARKET INFORMATION

         Our Common Stock is listed on the OTC Bulletin Board under the symbol
"VSUS." On April 29, 2005, the closing sale price as reported on the OTC
Bulletin Board was $1.01 per share.

                                       26
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The Securities and Exchange Commission allows us to "incorporate by
reference" information into this document, which means that we can disclose
important information to you by referring you to other documents filed
separately with the Securities and Exchange Commission. The information
incorporated by reference is considered part of this document, except for any
information superseded by information contained directly in this document or in
later filed documents incorporated by reference in this document.

         This document incorporates by reference the documents set forth below
that we have previously filed with the Securities and Exchange Commission. These
documents contain important business and financial information about us that is
not included in or delivered with this document.

        VSUS TECHNOLOGIES INCORPORATED             PERIOD
        ------------------------------             ------
        Annual Report on Form 10-KSB               Year ended December 31, 2004
        Current Report on Form 8-K                 Dated, January 28, 2005
        Current Report on Form 8-K                 Dated January 12, 2005

         We also incorporate by reference additional documents that may be filed
with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of this offering. These include periodic reports, such
as Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current
Reports on Form 8-K, as well as proxy statements.

         You can obtain any of the documents incorporated by reference through
the Securities and Exchange Commission, or the Securities and Exchange
Commission's Internet web site as described below. You may also obtain them by
requesting them from us in writing or by telephone at the following address or
phone numbers:

                         VSUS Technologies Incorporated
                          444 Madison Ave., 24th Floor
                            New York, New York 10022
                         Attention: Corporate Secretary
                            Telephone: (212) 972-1400

         Documents incorporated by reference are available from us without
charge, excluding all exhibits, except that if we have specifically incorporated
by reference an exhibit in this document, the exhibit will also be provided
without charge.

         You should rely only on the information contained or incorporated by
reference in this document. We have not authorized anyone to provide you with
information that is different from what is contained in this document. This
document is dated May 3, 2005. You should not assume that the information
contained in this document is accurate as of any date other than that date.

                                       27
LEGAL MATTERS

         The validity of the shares of Common Stock offered by this Prospectus
will be passed upon for us by Bondy & Schloss LLP, New York, New York. Neither
Bondy & Schloss LLP, nor any of its members, were hired on a contingent basis,
or are a promoter, underwriter, voting trustee, director, officer, or employee
of ours. Bondy & Schloss LLP has been granted stock options to purchase
2,000,000 shares of our Common Stock, at an exercise price of $0.001 per share,
pursuant to our 2003 Stock Option Plan.

                                     EXPERTS

         The consolidated financial statements for the fiscal years ended
December 31, 2004 and 2003, incorporated in this Prospectus by reference to our
annual report on Form 10-KSB for the year ended December 31, 2004, have been
incorporated in reliance on the reports of Brightman Almagor & Co., a member
firm of Deloitte Touche Tohmatsu, independent accountants. Brightman Almagor &
Co.'s report is based on its authority as an expert in auditing and accounting.
Neither Brightman Almagor & Co., nor any of its members, were hired on a
contingent basis, will receive a direct or indirect interest in our company, or
are a promoter, underwriter, voting trustee, director, officer, or employee of
ours.

                       WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance with those requirements file
annual, quarterly and special reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy any reports,
statements or other information that we file with the Securities and Exchange
Commission at its public reference room at the following location:

                             Public Reference Room
                             450 Fifth Street, N.W.
                             Room 1024
                             Washington, D.C.  20549

         Please call the Securities and Exchange Commission at 1-800-SEC-0330
for further information on the public reference rooms. These filings with the
Securities and Exchange Commission are also available to the public from
commercial document retrieval services and at the Internet web site maintained
by the Securities and Exchange Commission at "http://www.sec.gov."

         This Prospectus is part of a Registration Statement we filed with the
Securities and Exchange Commission. As allowed by Securities and Exchange
Commission rules, this document does not contain all the information you can
find in this Registration Statement or the exhibits to the Registration
Statement. You can get a copy of the Registration Statement from the sources
listed above.

      COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         Article Eighth of our amended and restated certificate of incorporation
provides that the personal liability of our directors will be eliminated to the
fullest extent permitted by the provisions of Section 102 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented.

                                       28
Article Ninth of our amended and restated certificate of incorporation
provides that we will, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as now or hereafter in effect,
indemnify all persons whom we may indemnify under such provisions. The
indemnification provided by this section shall not limit or exclude any rights,
indemnities or limitations of liability to which any person may be entitled,
whether as a matter of law, under our amended bylaws, by agreement, vote of our
stockholders or disinterested directors, or otherwise. Except as specifically
required by the General Corporation Law of the State of Delaware, as the same
exists or may be amended, none of our directors of will be liable to us or our
stockholders for monetary damages for breach of his or her fiduciary duty as a
director. No amendment to or repeal of this provision of our amended and
restated certificate of incorporation will apply to or have any effect on the
liability or alleged liability of any director for or with respect to any acts
or omissions of that director occurring prior to the amendment or repeal.

         Our amended bylaws provide that we must indemnify any person who was,
is or is threatened to be made a party to any action, suit or proceeding,
including derivative suits on our behalf, by reason of the fact that the person
acted as one of our directors, officers, employees or agents, against all
expenses, judgments, fines and amounts paid in settlement by the person in
connection with the action if the person acted in good faith and in a matter the
person reasonably believed to be in, or not opposed to, our best interests, or
in any criminal action if the person had no reasonable cause to believe his or
her conduct was unlawful. We are generally not required to indemnify our
directors, officers, employees or agents if the person is found to be guilty of
gross negligence or willful misconduct. Our amended bylaws provide that we may
purchase and maintain insurance on any of our directors, officers, agents and
employees or anyone serving at our request.

         Under Section 145 of the Delaware General Corporation Law, we have the
power, under certain circumstances, to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
contemplated action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a director, officer,
employee or agent of ours, or is or was serving at our request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees, and
judgments against, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding.

         Pursuant to our Employment Agreement with Eliyahu Kissos, our President
and a director of ours, dated April 28, 2005, we have agreed to indemnify and
hold harmless Mr. Kissos to the full extent permitted by the Delaware General
Corporation Law, and other relevant statutes.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers, or persons
controlling us pursuant to the foregoing provisions, we have been informed that,
in the opinion of the Securities and Exchange Commission, that type of
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is therefore unenforceable.

                                       29
===============================================================================

You should rely only on the information contained in this Prospectus. No dealer,
salesperson or other person is authorized to give information that is not
contained in this Prospectus. This Prospectus is not an offer to sell nor does
it constitute an offer to buy these securities in any jurisdiction where the
offer or sale is not permitted. The information contained in this Prospectus is
correct only as of the date of this Prospectus, regardless of the time of the
delivery of this Prospectus or any sale of these securities.

                                6,990,000 SHARES

                         VSUS TECHNOLOGIES INCORPORATED

                                  COMMON STOCK

                           ---------------------------

                                   PROSPECTUS

                           ---------------------------

                                   May 3, 2005

===============================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Securities and Exchange Commission allows us to "incorporate by
reference" information into this document, which means that we can disclose
important information to you by referring you to other documents filed
separately with the Securities and Exchange Commission. The information
incorporated by reference is considered part of this document, except for any
information superseded by information contained directly in this document or in
later filed documents incorporated by reference in this document.

         This document incorporates by reference the documents set forth below
that we have previously filed with the Securities and Exchange Commission. These
documents contain important business and financial information about us that is
not included in or delivered with this document.

        VSUS TECHNOLOGIES INCORPORATED              PERIOD
        ------------------------------              ------
        Annual Report on Form 10-KSB                Year ended December 31, 2004

        Current Report on Form 8-K                  Dated, January 28, 2005

        Current Report on Form 8-K                  Dated January 12, 2005

         We also incorporate by reference additional documents that may be filed
with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of this offering. These include periodic reports, such
as Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current
Reports on Form 8-K, as well as proxy statements.

ITEM 4.  DESCRIPTION OF SECURITIES.

GENERAL

         The following discussion summarizes our capital stock and describes
certain provisions of our amended and restated certificate of incorporation and
amended bylaws. The information in this section is a summary only and is
qualified by reference to our amended and restated certificate of incorporation
and our amended bylaws, which have been filed as exhibits to the Registration
Statement of which this Prospectus forms a part.

         Our authorized capital stock consists of: (i) 100,000,000 shares of
Common Stock, par value $0.001 per share, and (ii) 20,000,000 shares of
Preferred Stock, par value $0.001 per share, of which: (a) 1,000 shares have
been designated as Series A Convertible Preferred Stock, (b) 1,000 have been
designated as Series B Participating Preferred Stock, and (c) 1,150 have been
designated as Series C Convertible Preferred Stock.

         As of the date hereof, we have (i) 26,836,659 shares of Common Stock
issued and outstanding, (ii) 350 shares of Series A Convertible Preferred Stock
issued and outstanding, (iii) 200 shares of Series B

                                      II-1
Participating Preferred Stock issued and outstanding, and (iv) no shares of
Series C Convertible Preferred Stock issued and outstanding.

COMMON STOCK

         Holders of our Common Stock are entitled to such dividends, if any, as
our board of directors may declare from time to time from legally available
funds, subject to the preferential rights of the holders of any shares of our
Preferred Stock that have been issued, or which we may issue in the future.
Except as otherwise required by law, the holders of our Common Stock are
entitled to one vote per share on any matter to be voted upon by stockholders.

         Our bylaws require that a majority of our issued and outstanding shares
need be represented, in person or by proxy, to constitute a quorum and to
transact business at a stockholders' meeting. Our directors will be elected by a
plurality of the shares voting once a quorum is present. Cumulative voting for
the election of directors is not provided for in our amended and restated
certificate of incorporation.

         Upon our voluntary or involuntary liquidation, distribution or sale of
assets, dissolution or winding up of our affairs, the holders of our Common
Stock are entitled to share, on a pro rata basis, all assets remaining after
payment to creditors and subject to prior distribution rights, if any, on shares
of Preferred Stock that have been issued, or which we may issue in the future.

         Holders of our Common Stock do not have preemptive rights to subscribe
to additional shares if issued by us. In addition, there are no conversion,
redemption, sinking fund or similar provisions regarding our Common Stock

         As of the date hereof, we have 26,836,659 shares of Common Stock issued
and outstanding. All of the outstanding shares of Common Stock are fully paid
and non-assessable.

PREFERRED STOCK

         "Blank Check" Preferred Stock

         Under our amended and restated certificate of incorporation, we may
issue up to 20,000,000 shares of Preferred Stock. Under our amended and restated
certificate of incorporation, our board of directors, without further action by
our stockholders, is authorized to issue shares of Preferred Stock in one or
more series. The board of directors may designate the preferred shares as to
series, preferences, limitations and other provisions as the board of directors
may designate from time to time. The Preferred Stock could have voting or
conversion rights that could adversely affect the voting power or other rights
of holders of our Common Stock.

         Series A Convertible Preferred Stock

         Of our 20,000,000 authorized shares of Preferred Stock, 1,000 have been
designated as Series A Convertible Preferred Stock. The holders of our Series A
Convertible Preferred Stock are entitled to receive, when and as declared,
dividends at the per share rate of 12% per annum of the original issue price of
$5,000 per share (the "Original Purchase Price"), before any dividends are
payable to holders of our Common Stock. In addition, the holders of our Series A
Convertible Preferred Stock have a liquidation preference, which provides that,
upon certain "liquidity events," they will be paid out of our assets prior to
the holders of our Common Stock.

                                      II-2
There are currently 350 shares of our Series A Convertible Preferred
Stock issued and outstanding. We issued these shares in connection with a
previous equity private placement, which closed as of November 3, 2004 (the
"Closing Date"). Each share is convertible into such number of shares of Common
Stock as is determined by dividing the Original Purchase Price, by $0.25. Each
holder of our Series A Convertible Preferred Stock is entitled to vote on all
matters submitted to a vote of the holders of our Common Stock on an as
converted basis. Assuming the conversion of 100% of the shares of our
outstanding Series A Convertible Preferred Stock, we will have 7,000,000
additional common shares outstanding.

         The Series A Convertible Preferred Stock is redeemable: (i) at the
election of any holder thirteen (13) months following the Closing Date, subject
to the holder's option to have us redeem the Series A Convertible Preferred
Stock from the proceeds of any offering of our securities resulting in gross
proceeds of $5 million or more (a "Qualified Offering"), at a purchase price
equal to the Original Purchase Price, plus any accrued and unpaid dividends; or
(ii) at our election after sixteen (16) months following the Closing Date, at a
purchase price equal to 130% of the Original Purchase Price, plus any accrued
and unpaid dividends.

         We have agreed to register all of the shares of Common Stock underlying
our outstanding shares of Series A Convertible Preferred Stock.

         Series B Participating Preferred Stock

         Of our 20,000,000 authorized shares of Preferred Stock, 1,000 have been
designated as Series B Participating Preferred Stock. The holders of our Series
B Participating Preferred Stock are entitled to participate, on an "as if
converted" basis, in any and all dividends paid with respect to our Common
Stock. In addition, the holders of our Series B Participating Preferred Stock
have a liquidation preference, which provides that, upon certain "liquidity
events," they will be paid out of our assets prior to the holders of our Common
Stock, in parity with the holders of our other series of Preferred Stock.
Holders of our Series B Participating Preferred Stock have no voting rights.

         There are currently 200 shares of our Series B Participating Preferred
Stock issued and outstanding. We issued these shares in connection with our
acquisition of 1stAlerts, Inc. (the "1stAlerts Merger"). Shares of our Series B
Participating Preferred Stock will be automatically converted into shares of our
Common Stock upon the occurrence of: (i) the liquidation, dissolution, or
winding up of our company, (ii) the consolidation, merger or reorganization of
our company, which results in a change of control, or (iii) the sale of all or
substantially all of our assets, or our issued and outstanding shares of Common
Stock. In such event, our outstanding shares of Series B Participating Preferred
Stock will be converted into such number of shares of our Common Stock, so that
after such issuance, the holders of shares of our Series B Participating
Preferred Stock will hold, in the aggregate, a number of shares of our Common
Stock equal to the percentage of the total "Fair Market Value" of our company
represented by the "Fair Market Value" of First Info Network, Inc., our
wholly-owned subsidiary, determined by a mutually agreed upon independent
appraiser. In addition, any time on or after the third anniversary of the
effective date of the 1stAlerts Merger, any holder of shares of our Series B
Participating Preferred Stock may convert such shares into the number of shares
of our Common Stock as is determined by the following formula:

                                      II-3
x = y ((A (divided by) B) x (C (divided by) D))

         A =      number of shares of Series B Participating Preferred Stock
                  owned by the holder.
         B =      Total number of issued and outstanding shares of Series B
                  Participating Preferred Stock.
         C =      Fair Market Value of First Info Network, Inc. on the
                  conversion date.
         D =      Fair Market Value of our company on the conversion date.
         y =      Total number of shares of our Common Stock issued and
                  outstanding on the conversion date.
         x =      Number of shares of our Common Stock into which the holder
                  of shares of Series B Participating Preferred Stock is
                  entitled to convert.

         Series C Convertible Preferred Stock

         Of our 20,000,000 authorized shares of Preferred Stock, 1,150 have been
designated as Series C Convertible Preferred Stock. The holders of our Series C
Convertible Preferred Stock shall be entitled to cast 10,000 votes per share
held on the record date for the vote or written consent of our stockholders. In
addition, each share of Series C Convertible Preferred Stock is convertible, at
the option of the holder thereof, on or after April 1, 2008, into 10,000 shares
of our Common Stock, at a price per share equal to $0.68 per share.

         The shares of our Series C Convertible Preferred Stock shall rank
junior to all of our other series of Preferred Stock as to the distribution of
our assets and shall not be redeemable. In addition, the holders of shares of
our Series C Convertible Preferred Stock shall not be entitled to receive
dividends when as declared by us and have no liquidation preference.

         As of the date hereof, there are no shares of our Series C Convertible
Preferred Stock issued and outstanding. We currently have no plans to issue
shares of our Series C Convertible Preferred Stock.

12% CONVERTIBLE DEBENTURES

         Effective as of April 14, 2005, we sold an aggregate of $215,000 of our
12% Convertible Debentures (the "Debentures") to certain purchasers. The
Debentures, which have a maturity date of December 3, 2005, are convertible into
such number of shares of our Common Stock as is determined by dividing the
amount of the Debentures, by $0.25. Assuming the conversion of 100% of the
Debentures, we will have 860,000 additional common shares outstanding.

         We have given the purchasers of the Debentures mandatory registration
rights with regard to the shares of our Common Stock underlying the Debentures.

COMMON STOCK PURCHASE WARRANTS

         In connection with the sale of our Series A Convertible Preferred
Stock, as further described above, we issued 1,750,000 Class A Warrants,
1,750,000 Class B Warrants, and 1,750,000 Class C Warrants. Each Class A Warrant
has a term of two (2) years from the effective date of a registration statement
we are obligated to file (the "Resale Registration Statement") to register the
shares of our Common Stock underlying the shares of Series A Preferred Stock,
Class A Warrants, Class B Warrants and Class C Warrants (the "Underlying
Shares"), and an exercise price of $0.19. Each Class B Warrant has a term of
five (5) years from the effective date of the Resale Registration Statement, and
an exercise price of $0.34. Each Class C Warrant has a term of five (5) years
from the date of issuance, and an exercise price of $0.47.

                                      II-4
In connection with the sale of our 12% Convertible Debentures, as
further described above, we issued an additional 215,000 Class A Warrants,
215,000 Class B Warrants, and 215,000 Class C Warrants.

         Upon our acquisition of 1stAlerts, Inc., as described elsewhere in this
Prospectus, we exchanged warrants to purchase 1,697,367 shares of 1stAlerts'
Common Stock, for an equal number of our Class A Warrants.

         Assuming the exercise of 100% of our issued and outstanding Class A
Warrants, Class B Warrants and Class C Warrants, we will have 7,592,367
additional common shares outstanding.

         We have given the holders of our Class A Warrants, Class B Warrants,
and Class C Warrants mandatory registration rights with regard to the shares of
our Common Stock underlying these warrants.

COMMON STOCK OPTIONS

         2003 Stock Option Plan

         We have issued an aggregate of 7,420,383 stock options to our
employees, officers, directors, consultants, advisors and other service
providers pursuant to our 2003 Stock Option Plan. The 2003 Stock Option Plan is
administered by our board of directors.

         Of the 7,420,383 stock options issued under the 2003 Stock Option Plan,
7,161,500 are currently exercisable at exercise prices ranging between $0.001
and $1.70 per share. The maximum number of shares of our common stock for which
options may be granted under the 2003 Stock Option Plan is 15,000,000. An
additional 6,968,750 options are available for grant under our 2003 Stock Option
Plan.

         Non-Plan Stock Options

         In connection with a Settlement Agreement we entered into with Mr.
Amiram Ofir, a former officer and director of ours, we issued 1,183,750 non-plan
options to purchase shares of our Common Stock at exercise prices ranging
between $0.001 and $0.01 per share.

         We have agreed that any registration statement we file to register the
shares of Common Stock underlying our outstanding shares of Series A Convertible
Preferred Stock shall also include the shares of our Common Stock underlying Mr.
Ofir's options. Mr. Ofir has agreed to subject the shares underlying his options
to any lockup agreement that the holders of our Series A Convertible Preferred
Stock agree to subject the shares of our Common Stock underlying such
securities.

ANTI-TAKEOVER PROVISIONS OF OUR AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION AND AMENDED BYLAWS

         Provisions with Anti-Takeover Implications

         A number of provisions of our amended and restated certificate of
incorporation and amended bylaws concern how we are governed and your rights as
stockholders. Under our amended and restated certificate of incorporation, our
board of directors may issue Preferred Stock and set the voting rights,
conversion rights, preferences, and other terms of the Preferred Stock. These
provisions could be deemed to discourage takeover attempts not first approved by
our board of directors, including takeovers which may be considered by some
stockholders to be in their best interests. Any discouraging effect upon
takeover attempts could potentially depress the market price of our Common Stock
or cause temporary

                                      II-5
fluctuations in the market price of the Common Stock that otherwise could result
from actual or rumored takeover attempts. These provisions could also delay or
frustrate the removal of incumbent directors or the assumption of control by
stockholders, even if such removal or assumption would be beneficial to our
stockholders.

         These provisions could also discourage or make more difficult a merger,
tender offer, proxy contest or other takeover attempt, even if they could be
favorable to the interests of our stockholders, and could potentially depress
the market price of our Common Stock.

         Special Meetings of Stockholders

         Our amended bylaws provide that special meetings of our stockholders
may be called by our board of directors or a committee of the board of directors
that has been duly designated.

         Stockholder Action by Written Consent

         Our amended bylaws provide that whenever a vote of our stockholders is
required or permitted to be taken to authorize or approve any action, other than
the election of directors, such action may be taken without a stockholders'
meeting if approved by written consent of the holders of at least a majority of
the voting power of the stockholders, except where a greater proportion of
voting power is required, in which case such greater proportion of written
consents by the stockholders will be required.

         Amendments to Bylaws

         Our amended and restated certificate of incorporation and amended
bylaws provide that our amended bylaws may be altered, amended or repealed by
our board of directors or by the affirmative vote of the holders of a majority
of our capital stock entitled to vote at any meeting of stockholders.

         Limitation of Liability and Indemnification of Officers and Directors

         Our amended and restated certificate of incorporation provide that our
directors and officers will not be personally liable to our company or our
stockholders for damages arising out of a breach of fiduciary duty as a director
or officer, except for damages for breach of fiduciary duty resulting from acts
or omissions involving intentional misconduct, fraud or a knowing violation of
law. As a result, neither we, nor our stockholders, personally or through
stockholder derivative suits on our behalf, have the right to recover damages
against a director or officer for breach of fiduciary duty, except in the
situations described above.

         Our amended bylaws provide that we must indemnify any person who was,
is or is threatened to be made a party to any action, suit or proceeding,
including derivative suits on our behalf, by reason of the fact that the person
acted as one of our directors, officers, employees or agents, against all
expenses, judgments, fines and amounts paid in settlement by the person in
connection with the action if the person acted in good faith and in a matter the
person reasonably believed to be in, or not opposed to, our best interests, or
in any criminal action if the person had no reasonable cause to believe his or
her conduct was unlawful. We are generally not required to indemnify our
directors, officers, employees or agents if the person is found to be guilty of
gross negligence or willful misconduct. Our amended bylaws provide that we may
purchase and maintain insurance on any of our directors, officers, agents and
employees or anyone serving at our request.

                                      II-6
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Common Stock offered by this Prospectus
will be passed upon for us by Bondy & Schloss LLP, New York, New York. Neither
Bondy & Schloss LLP, nor any of its members, were hired on a contingent basis,
or are a promoter, underwriter, voting trustee, director, officer, or employee
of ours. Bondy & Schloss LLP has been granted stock options to purchase
2,000,000 shares of our Common Stock, at an exercise price of $0.001 per share,
pursuant to our 2003 Stock Option Plan.

         The consolidated financial statements for the fiscal years ended
December 31, 2004 and 2003, incorporated in this Prospectus by reference to our
annual report on Form 10-KSB for the year ended December 31, 2004, have been
incorporated in reliance on the reports of Brightman Almagor & Co., a member
firm of Deloitte Touche Tohmatsu, independent accountants. Brightman Almagor &
Co.'s report is based on its authority as an expert in auditing and accounting.
Neither Brightman Almagor & Co., nor any of its members, were hired on a
contingent basis, will receive a direct or indirect interest in our company, or
are a promoter, underwriter, voting trustee, director, officer, or employee of
ours.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article Eighth of our amended and restated certificate of incorporation
provides that the personal liability of our directors will be eliminated to the
fullest extent permitted by the provisions of Section 102 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented.

         Article Ninth of our amended and restated certificate of incorporation
provides that we will, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as now or hereafter in effect,
indemnify all persons whom we may indemnify under such provisions. The
indemnification provided by this section shall not limit or exclude any rights,
indemnities or limitations of liability to which any person may be entitled,
whether as a matter of law, under our amended bylaws, by agreement, vote of our
stockholders or disinterested directors, or otherwise. Except as specifically
required by the General Corporation Law of the State of Delaware, as the same
exists or may be amended, none of our directors of will be liable to us or our
stockholders for monetary damages for breach of his or her fiduciary duty as a
director. No amendment to or repeal of this provision of our amended and
restated certificate of incorporation will apply to or have any effect on the
liability or alleged liability of any director for or with respect to any acts
or omissions of that director occurring prior to the amendment or repeal.

         Our amended bylaws provide that we must indemnify any person who was,
is or is threatened to be made a party to any action, suit or proceeding,
including derivative suits on our behalf, by reason of the fact that the person
acted as one of our directors, officers, employees or agents, against all
expenses, judgments, fines and amounts paid in settlement by the person in
connection with the action if the person acted in good faith and in a matter the
person reasonably believed to be in, or not opposed to, our best interests, or
in any criminal action if the person had no reasonable cause to believe his or
her conduct was unlawful. We are generally not required to indemnify our
directors, officers, employees or agents if the person is found to be guilty of
gross negligence or willful misconduct. Our amended bylaws provide that we may
purchase and maintain insurance on any of our directors, officers, agents and
employees or anyone serving at our request.

         Under Section 145 of the Delaware General Corporation Law, we have the
power, under certain circumstances, to indemnify any person who was or is a
party or is threatened to be made a party to any

                                      II-7
threatened, pending or contemplated action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of ours, or is or was serving at our
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including attorneys' fees, and judgments against, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding.

         Pursuant to our Employment Agreement with Eliyahu Kissos, our President
and a director of ours, dated April 28, 2005, we have agreed to indemnify and
hold harmless Mr. Kissos to the full extent permitted by the Delaware General
Corporation Law, and other relevant statutes.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers, or persons
controlling us pursuant to the foregoing provisions, we have been informed that,
in the opinion of the Securities and Exchange Commission, that type of
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

GRANTS OF STOCK OPTIONS TO MR. MATIS COHEN

         Mr. Matis Cohen served as our President, and as a director and
consultant of ours, commencing January 1, 2003. In consideration for such
services, pursuant to our 2003 Stock Option Plan: (i) as of January 1, 2003, we
granted Mr. Cohen stock options to purchase 910,000 shares of our Common Stock,
at an exercise price of $0.01 per share (the "2003 Cohen Options"); and (ii) as
of February 1, 2004, we granted Mr. Cohen stock options to purchase 42,000
shares of our Common Stock, at an exercise price of $0.001 per share (the "2004
Cohen Options").

         Effective as of January 6, 2005, Mr. Cohen was removed from our board
of directors, and, subsequently, as an officer of ours. As a result of such
removal, 341,250 of the 2003 Cohen Options, which had not already vested,
automatically expired on the date thereof.

         As of March 6, 2005, Mr. Cohen's 568,750 remaining 2003 Cohen Options
were repriced to $0.001, to give effect to a stock split we completed in January
2004. As of March 21, 2005, Mr. Cohen exercised his 568,750 2003 Cohen Options,
and his 42,000 2004 Cohen Options.

         Simultaneously with our acquisition of 1stAlerts, Inc., as of April 14,
2005, as described elsewhere in this report, Mr. Cohen was reinstated as a
director of ours, and was appointed as a director of our wholly-owned
subsidiary, VSUS Secured Services, Inc. In connection with his reinstatement, we
reissued his 341,250 stock options, which had automatically expired at the time
of his removal. The stock options: (i) are exercisable at a price of $0.001 per
share, (ii) vested 50% on the date of Mr. Cohen's reinstatement, and (iii) will
vest with respect to the remaining 50% on June 30, 2005.

         In addition, simultaneously with our acquisition of 1stAlerts, Inc., we
entered into a Consulting Agreement with Mr. Cohen, pursuant to which he shall
serve as a consultant in connection with our operations, and the operations of
VSUS Secured Services, Inc., our wholly-owned subsidiary, in Israel. In
consideration for his services as a consultant, we issued Mr. Cohen options to
purchase 1,000,000 shares of our Common Stock, at an exercise price of $0.001
per share. The options vested 100% on the date of grant and have a term of five
(5) years.

                                      II-8
We believe that the 2003 Stock Option Plan grants described in this
section are exempt from the registration requirements of the Securities Act of
1933, as amended, by reason of Rule 701 promulgated thereunder, because such
options were granted pursuant to a written compensatory benefit plan, copies of
which were provided to each participant, and the aggregate offering price did
not exceed the limit prescribed by Rule 701 in connection with any such grant.

SALE OF SHARES TO ELIYAHU KISSOS

         As of January 28, 2005, we entered into a Settlement Agreement, with
Mr. Amiram Ofir (the "Settlement Agreement"), who, prior to that date had been
our Chief Executive Officer, and a director of ours, and an officer and director
of each of our subsidiaries. Pursuant to the Settlement Agreement, among other
things, 4,389,000 shares of our Common Stock held by Ofir Holding Limited, a
company controlled by Mr. Ofir, and 649,000 shares of our Common Stock, jointly
owned by Mr. Ofir and Mrs. Hannah Ofir, Mr. Ofir's spouse and a former officer
of ours (collectively, the "Ofir Shares"), were sold to Mr. Eliyahu Kissos, who,
at the time, became our President and sole director, and the President and sole
director of each of our subsidiaries, for an aggregate purchase price of
$170,000 (the "Purchase Price"). The Purchase Price was negotiated as part of
the overall settlement, and, therefore, did not necessarily represent the market
value of shares of our Common Stock on the date of this transaction.

         On April 28, 2005, we entered into an Employment Agreement with Mr.
Kissos, in connection with his services as our President, and a director of
ours. The Employment Agreement has a term of four (4) years, unless sooner
terminated. Pursuant to the Employment Agreement, in consideration for his
services, we issued Mr. Kissos 5,038,000 shares of our Common Stock (the "Kissos
Shares"). We have the right to repurchase certain amounts of the Kissos Shares
under certain circumstances. In addition, the Employment Agreement entitles Mr.
Kissos to bonuses, at the discretion of the board of directors, and certain
other benefits. The Employment Agreement contains confidentiality, non-compete
and other customary provisions.

         As of April 28, 2005, concurrently with entering into the Employment
Agreement, Mr. Kissos cancelled the 5,038,000 Ofir Shares he had purchased in
connection with the Settlement Agreement.

         We believe that this transaction is exempt from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2), or Regulation D
promulgated thereunder, as a transaction by an issuer not involving a public
offering.

                                      II-9
ITEM 8.  EXHIBITS
EXHIBIT
 NUMBER        DESCRIPTION OF EXHIBIT
 ------        ----------------------

   3.1         Amended and Restated Certificate of Incorporation of the Company(2)

   3.2         Amended Bylaws of the Company(2)

   4.1         2003 Stock Option Plan(2)

   4.2         Certificate of Designation of Series A Convertible Preferred Stock(3)

   4.3         Certificate of Designation of Series B Participating Preferred Stock(4)

   4.4         Form of 12% Convertible Debenture(1)

   4.5         Form of Class A Warrant(5)

   4.6         Form of Class B Warrant(5)

   4.7         Form of Class C Warrant(5)

   5.1         Opinion of Bondy & Schloss LLP(1)

  10.1         Consulting Agreement, dated April 14, 2005, between the Company and Matis Cohen(1)

  10.2         Employment Agreement, dated April 28, 2005, between the Company and Eliyahu Kissos(1)

  23.1         Consent of Brightman Almagor & Co., a member firm of Deloitte Touche Tohmatsu(1)

  23.2         Consent of Bondy & Schloss LLP (included in Exhibit 5.1 hereof)(1)

  24.1         Power of attorney (included in the signature page of Part II of this Registration Statement)(1)
---------------------
(1)  Filed herewith
(2)  Incorporated by reference from the Company's Current Report on Form 8-K,
     dated June 9, 2004
(3)  Incorporated by reference from the Company's Quarterly Report on Form
     10-QSB, for the three-month period ended June 30, 2004
(4)  Incorporated by reference from the Company's Annual Report on Form 10-KSB,
     for the year ended December 31, 2004
(5)  Incorporated by reference from the Company's Current Report on Form 8-K,
     dated November 3, 2004

                                     II-10
ITEM 9.  UNDERTAKINGS

         We hereby undertake:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement
         to include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, as amended, each such post-effective
         amendment shall be deemed to be a new registration statement relating
         to the securities offered therein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide offering
         thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (4) That, for purposes of determining any liability under the
         Securities Act of 1933, as amended, each filing of our annual report
         pursuant to Section 13(a) or 15(d) of the Securities Act of 1933, as
         amended, that is incorporated by reference in the Registration
         Statement, shall be deemed to be a new registration statement relating
         to the securities offered herein, and the offering of such securities
         at that time shall be deemed to be the initial bonafide offering
         thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers, and controlling persons
pursuant to Item 15 of the Registration Statement, or otherwise, we have been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by a director, officer or
controlling person of ours in the successful defense of any action suitor
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                                     II-11
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on May 3, 2005.

                                              VSUS TECHNOLOGIES INCORPORATED

Date: May 3, 2005                             By:/s/ Eliyahu Kissos
                                                 -------------------------------
                                                 Eliyahu Kissos
                                                 President and Director

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eliyahu Kissos his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and the documents in
connection therewith, with the SEC, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent his substitute may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement was signed by the following persons in the capacities and on the dates
stated.
/s/ Eliyahu Kissos                     President and Director                 May 3, 2005
------------------------------         (Principal Executive Officer)
Eliyahu Kissos

/s/ Steven Goldberg                    Chief Financial Officer                May 3, 2005
------------------------------         (Principal Financial Officer and
Steven Goldberg                        Accounting Officer)

/s/ Matis Cohen                        Director                               May 3, 2005
------------------------------
Matis Cohen
II-12
EXHIBIT INDEX
EXHIBIT
 NUMBER        DESCRIPTION OF EXHIBIT
 ------        ----------------------

   3.1         Amended and Restated Certificate of Incorporation of the Company(2)

   3.2         Amended Bylaws of the Company(2)

   4.1         2003 Stock Option Plan(2)

   4.2         Certificate of Designation of Series A Convertible Preferred Stock(3)

   4.3         Certificate of Designation of Series B Participating Preferred Stock(4)

   4.4         Form of 12% Convertible Debenture(1)

   4.5         Form of Class A Warrant(5)

   4.6         Form of Class B Warrant(5)

   4.7         Form of Class C Warrant(5)

   5.1         Opinion of Bondy & Schloss LLP(1)

  10.1         Consulting Agreement, dated April 14, 2005, between the Company and Matis Cohen(1)

  10.2         Employment Agreement, dated April 28, 2005, between the Company and Eliyahu Kissos(1)

  23.1         Consent of Brightman Almagor & Co., a member firm of Deloitte Touche Tohmatsu(1)

  23.2         Consent of Bondy & Schloss LLP (included in Exhibit 5.1 hereof)(1)

  24.1         Power of attorney (included in the signature page of Part II of this Registration Statement)(1)
---------------------
(1)  Filed herewith
(2)  Incorporated by reference from the Company's Current Report on Form 8-K,
     dated June 9, 2004
(3)  Incorporated by reference from the Company's Quarterly Report on Form
     10-QSB, for the three-month period ended June 30, 2004
(4)  Incorporated by reference from the Company's Annual Report on Form 10-KSB,
     for the year ended December 31, 2004
(5)  Incorporated by reference from the Company's Current Report on Form 8-K,
     dated November 3, 2004

                                     II-13