Registration No. 333-____

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 2005

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        _________________________________

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                        _________________________________

                           ENIGMA SOFTWARE GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

               DELAWARE                                   20-2675930
    (State or other jurisdiction of            (IRS Employer Identification No.)
    incorporation or organization)


                                 17 STATE STREET
                            NEW YORK, NEW YORK 10004
               (Address of Principal Executive Offices) (Zip Code)


          ENIGMA SOFTWARE GROUP, INC. 2005 STOCK OPTION AND GRANT PLAN
                            (Full title of the Plan)

                 Alvin Estevez                                 Copy to:
     President and Chief Executive Officer              Robert S. Matlin, Esq.
          Enigma Software Group, Inc.                  Thelen Reid & Priest LLP
                17 State Street                            875 Third Avenue
            New York, New York 10004                   New York, New York 10022
    (NAME AND ADDRESS OF AGENT FOR SERVICE)                 (212) 603-2000

                                 (888) 360-0646
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------

===========================================================================================================
                                                  PROPOSED             PROPOSED
       TITLE OF                                    MAXIMUM              MAXIMUM
      SECURITIES            AMOUNT                OFFERING             AGGREGATE           AMOUNT OF
        TO BE                TO BE                PRICE PER            OFFERING          REGISTRATION
      REGISTERED         REGISTERED(1)            SHARE(2)               PRICE                FEE
-----------------------------------------------------------------------------------------------------------
<S>                        <C>                     <C>                <C>                   <C>
     Common Stock
   par value $.001         3,000,000               $1.01              $3,030,000            $356.63

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

<FN>
-----------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement also covers any additional
securities to be offered or issued as a result of a stock split, stock dividend
or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee as
determined in accordance with Rule 457(c) order the Securities Act based on the
average of the high and low sales prices per share of common stock as reported
on the OTCBB as of May 25, 2005.

</FN>

</TABLE>

<PAGE>


PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

         Not filed as part of this Registration Statement pursuant to the Note
to Part 1 of Form S-8. The documents containing the information specified in
this item have been or will be sent or given to employees as specified by Rule
428(b)(1) of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Not filed as part of this Registration Statement pursuant to the Note
to Part 1 of Form S-8. The documents containing the information specified in
this item have been or will be sent or given to employees as specified by Rule
428(b)(1) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Enigma Software Group, Inc. (the "Company" or the "Registrant") is
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports
and other information with the Securities and Exchange Commission (the
"Commission"). The following documents, which are on file with the Commission,
are incorporated herein by reference and made a part hereof:

         (a)  the Company's Current Report on Form 8-K/A, which includes the
         Company's Annual Report for the fiscal year ended December 31, 2004,
         filed on April 28, 2005; and

         (b)  the Company's Quarterly Report on Form 10-QSB, filed on May 12,
         2005, for the first quarter of the 2005 fiscal year, ended March 31,
         2005.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document that also is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's certificate of incorporation, as restated (the
"Certificate of Incorporation"), provides that the personal liability of a


                                      II-1
<PAGE>


director be eliminated to the fullest extent permitted by Delaware General
Corporation Law (the "Delaware Law"). Specifically, a director will not be
personally liable for monetary damages for breach of fiduciary duty as a
director, except for liability:

               o    for any breach of the director's duty of loyalty to the
                    Company or its stockholders;

               o    for acts or omissions not in good faith or which involve
                    intentional misconduct or a knowing violation of the law;

               o    under Section 174 of the Delaware Law, which concerns
                    unlawful payments of dividends, stock purchases or
                    redemptions; or

               o    for any transaction from which the director derived an
                    improper personal benefit.

         The Certificate provides that the Company shall indemnify its officers
and directors to the fullest extent permitted by the Delaware Law. Subject to
limited exceptions, the Company may indemnify its other employees and agents to
the extent that it indemnifies its officers and directors, unless otherwise
prohibited by law, its amended and restated certificate of incorporation, its
amended and restated bylaws or agreements. The Company is required to advance
expenses to its directors and executive officers as incurred in connection with
legal proceedings against them for which they may be indemnified. The rights
conferred are not exclusive.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following is a list of exhibits filed as a part of this
Registration Statement which are incorporated herein:

EXHIBIT NO.    EXHIBIT

4.1*           Enigma Software Group, Inc. 2005 Stock Option and Grant Plan

5.1*           Opinion of Thelen Reid & Priest LLP regarding the legality of
               shares of Common Stock being registered

23.1*          Consent of Eisner LLP

23.2*          Consent of Thelen Reid & Priest LLP (included in Exhibit 5.1)

24.1*          Power of Attorney (included in the signature pages to this
               Registration Statement)

---------------
*  Filed herewith.


ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:


                                      II-2
<PAGE>


                   (i) To include any prospectus required by Section 10(a)(3)
              of the Securities Act of 1933, as amended (the "Act");

                   (ii) To reflect in the prospectus any facts or events
              arising after the effective date of this Registration Statement
              (or the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in the Registration Statement.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high end of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission pursuant to Rule 424(b) (ss.230.424(b) of
              this chapter) if, in the aggregate, the changes in volume and
              price represent no more than a 20% change in the maximum
              aggregate offering price set forth in the "Calculation of
              Registration Fee" table in the effective registration statement;

                   (iii) 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;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

              (2) That, for the purpose of determining any liability under the
         Act, 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.

         (b)  The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Act, each filing of the
         Registrant's annual report pursuant to section 13(a) or section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to section 15(d) of the Exchange
         Act) that is incorporated by reference in this 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 bona fide offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
         Act may be permitted to directors, officers and controlling persons of
         the Registrant pursuant to the foregoing provisions, or otherwise, the
         Registrant has been advised that in the opinion of the Securities and
         Exchange Commission such indemnification is against public policy as
         expressed in the Act and is, therefore, unenforceable. In the event
         that a claim for indemnification against such liabilities (other than
         the payment by the Registrant of expenses incurred or paid by a
         director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant 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 Act and will be governed by the final adjudication of
         such issue.


                                      II-3
<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
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 the 26th day of May,
2005.



                                    ENIGMA SOFTWARE GROUP, INC.


                                    By: /s/ Alvin Estevez
                                        ---------------------------------
                                        Alvin Estevez
                                        President and Chief Executive Officer



                                      II-4
<PAGE>


                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

         That each of the undersigned appoints Alvin Estevez and Richard
Scarlata, separately, as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him including post-effective
amendments and related registration statements, to this Registration Statement,
and to file same, with exhibits thereto an other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do separately and
perform each and every act and this requisite and necessary to be done, as fully
to all intents and purposes as he might or could so in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitutes
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may
be signed in several counterparts.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

              Name                     Title                       Date

/s/ Alvin Estevez              President and Chief Executive       May 26, 2005
-----------------              Officer, Director
Alvin Estevez

/s/ Richard M. Scarlata        Chief Financial Officer and         May 26, 2005
-----------------------        Principal Accounting Officer
Richard M. Scarlata

/s/ Edwin McGuinn              Director                            May 26, 2005
-----------------
Edwin McGuinn

/s/ Colorado Stark             Executive Chairman                  May 26, 2005
------------------
Colorado Stark


INDEX TO EXHIBITS

The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:

EXHIBIT NO.   DESCRIPTION OF EXHIBITS

4.1*          Enigma Software Group, Inc. 2005 Stock Option and Grant Plan

5.1*          Opinion of Thelen Reid & Priest LLP regarding the legality of
              shares of Common Stock being registered

23.1*         Consent of Eisner LLP

23.2*         Consent of Thelen Reid & Priest LLP (included in Exhibit 5.1)

24.1*         Power of Attorney (included in the signature pages to this
              Registration Statement)

-------------------
*  Filed herewith.


                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "eniforms8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16636}]
{"company-data": {"conformed-name": "ENIGMA SOFTWARE GROUP, INC", "cik": "0000799511", "assigned-sic": "7372", "irs-number": "870420448", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-125290", "film-number": "05861899"}, "business-address": {"street1": "17 STATE STREET", "street2": "16TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10004", "phone": "212-785-3985"}, "mail-address": {"street1": "17 STATE STREET", "street2": "16TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10004"}, "former-company": {"former-conformed-name": "MAXI GROUP INC", "date-changed": "19920703"}}
Registration No. 333-____

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 2005

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        _________________________________

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                        _________________________________

                           ENIGMA SOFTWARE GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

               DELAWARE                                   20-2675930
    (State or other jurisdiction of            (IRS Employer Identification No.)
    incorporation or organization)

                                 17 STATE STREET
                            NEW YORK, NEW YORK 10004
               (Address of Principal Executive Offices) (Zip Code)

          ENIGMA SOFTWARE GROUP, INC. 2005 STOCK OPTION AND GRANT PLAN
                            (Full title of the Plan)

                 Alvin Estevez                                 Copy to:
     President and Chief Executive Officer              Robert S. Matlin, Esq.
          Enigma Software Group, Inc.                  Thelen Reid & Priest LLP
                17 State Street                            875 Third Avenue
            New York, New York 10004                   New York, New York 10022
    (NAME AND ADDRESS OF AGENT FOR SERVICE)                 (212) 603-2000

                                 (888) 360-0646
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------

===========================================================================================================
                                                  PROPOSED             PROPOSED
       TITLE OF                                    MAXIMUM              MAXIMUM
      SECURITIES            AMOUNT                OFFERING             AGGREGATE           AMOUNT OF
        TO BE                TO BE                PRICE PER            OFFERING          REGISTRATION
      REGISTERED         REGISTERED(1)            SHARE(2)               PRICE                FEE
-----------------------------------------------------------------------------------------------------------
Common Stock
   par value $.001         3,000,000               $1.01              $3,030,000            $356.63

===========================================================================================================
-----------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement also covers any additional
securities to be offered or issued as a result of a stock split, stock dividend
or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee as
determined in accordance with Rule 457(c) order the Securities Act based on the
average of the high and low sales prices per share of common stock as reported
on the OTCBB as of May 25, 2005.
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

         Not filed as part of this Registration Statement pursuant to the Note
to Part 1 of Form S-8. The documents containing the information specified in
this item have been or will be sent or given to employees as specified by Rule
428(b)(1) of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Not filed as part of this Registration Statement pursuant to the Note
to Part 1 of Form S-8. The documents containing the information specified in
this item have been or will be sent or given to employees as specified by Rule
428(b)(1) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Enigma Software Group, Inc. (the "Company" or the "Registrant") is
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports
and other information with the Securities and Exchange Commission (the
"Commission"). The following documents, which are on file with the Commission,
are incorporated herein by reference and made a part hereof:

         (a)  the Company's Current Report on Form 8-K/A, which includes the
         Company's Annual Report for the fiscal year ended December 31, 2004,
         filed on April 28, 2005; and

         (b)  the Company's Quarterly Report on Form 10-QSB, filed on May 12,
         2005, for the first quarter of the 2005 fiscal year, ended March 31,
         2005.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document that also is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's certificate of incorporation, as restated (the
"Certificate of Incorporation"), provides that the personal liability of a

                                      II-1
director be eliminated to the fullest extent permitted by Delaware General
Corporation Law (the "Delaware Law"). Specifically, a director will not be
personally liable for monetary damages for breach of fiduciary duty as a
director, except for liability:

               o    for any breach of the director's duty of loyalty to the
                    Company or its stockholders;

               o    for acts or omissions not in good faith or which involve
                    intentional misconduct or a knowing violation of the law;

               o    under Section 174 of the Delaware Law, which concerns
                    unlawful payments of dividends, stock purchases or
                    redemptions; or

               o    for any transaction from which the director derived an
                    improper personal benefit.

         The Certificate provides that the Company shall indemnify its officers
and directors to the fullest extent permitted by the Delaware Law. Subject to
limited exceptions, the Company may indemnify its other employees and agents to
the extent that it indemnifies its officers and directors, unless otherwise
prohibited by law, its amended and restated certificate of incorporation, its
amended and restated bylaws or agreements. The Company is required to advance
expenses to its directors and executive officers as incurred in connection with
legal proceedings against them for which they may be indemnified. The rights
conferred are not exclusive.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following is a list of exhibits filed as a part of this
Registration Statement which are incorporated herein:

EXHIBIT NO.    EXHIBIT

4.1*           Enigma Software Group, Inc. 2005 Stock Option and Grant Plan

5.1*           Opinion of Thelen Reid & Priest LLP regarding the legality of
               shares of Common Stock being registered

23.1*          Consent of Eisner LLP

23.2*          Consent of Thelen Reid & Priest LLP (included in Exhibit 5.1)

24.1*          Power of Attorney (included in the signature pages to this
               Registration Statement)

---------------
*  Filed herewith.

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

                                      II-2
(i) To include any prospectus required by Section 10(a)(3)
              of the Securities Act of 1933, as amended (the "Act");

                   (ii) To reflect in the prospectus any facts or events
              arising after the effective date of this Registration Statement
              (or the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in the Registration Statement.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high end of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission pursuant to Rule 424(b) (ss.230.424(b) of
              this chapter) if, in the aggregate, the changes in volume and
              price represent no more than a 20% change in the maximum
              aggregate offering price set forth in the "Calculation of
              Registration Fee" table in the effective registration statement;

                   (iii) 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;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

              (2) That, for the purpose of determining any liability under the
         Act, 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.

         (b)  The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Act, each filing of the
         Registrant's annual report pursuant to section 13(a) or section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to section 15(d) of the Exchange
         Act) that is incorporated by reference in this 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 bona fide offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
         Act may be permitted to directors, officers and controlling persons of
         the Registrant pursuant to the foregoing provisions, or otherwise, the
         Registrant has been advised that in the opinion of the Securities and
         Exchange Commission such indemnification is against public policy as
         expressed in the Act and is, therefore, unenforceable. In the event
         that a claim for indemnification against such liabilities (other than
         the payment by the Registrant of expenses incurred or paid by a
         director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant 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 Act and will be governed by the final adjudication of
         such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
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 the 26th day of May,
2005.

                                    ENIGMA SOFTWARE GROUP, INC.

                                    By: /s/ Alvin Estevez
                                        ---------------------------------
                                        Alvin Estevez
                                        President and Chief Executive Officer

                                      II-4
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That each of the undersigned appoints Alvin Estevez and Richard
Scarlata, separately, as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him including post-effective
amendments and related registration statements, to this Registration Statement,
and to file same, with exhibits thereto an other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do separately and
perform each and every act and this requisite and necessary to be done, as fully
to all intents and purposes as he might or could so in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitutes
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may
be signed in several counterparts.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

              Name                     Title                       Date

/s/ Alvin Estevez              President and Chief Executive       May 26, 2005
-----------------              Officer, Director
Alvin Estevez

/s/ Richard M. Scarlata        Chief Financial Officer and         May 26, 2005
-----------------------        Principal Accounting Officer
Richard M. Scarlata

/s/ Edwin McGuinn              Director                            May 26, 2005
-----------------
Edwin McGuinn

/s/ Colorado Stark             Executive Chairman                  May 26, 2005
------------------
Colorado Stark

INDEX TO EXHIBITS

The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:

EXHIBIT NO.   DESCRIPTION OF EXHIBITS

4.1*          Enigma Software Group, Inc. 2005 Stock Option and Grant Plan

5.1*          Opinion of Thelen Reid & Priest LLP regarding the legality of
              shares of Common Stock being registered

23.1*         Consent of Eisner LLP

23.2*         Consent of Thelen Reid & Priest LLP (included in Exhibit 5.1)

24.1*         Power of Attorney (included in the signature pages to this
              Registration Statement)

-------------------
*  Filed herewith.

                                      II-5