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EXCEL - IDEA: XBRL DOCUMENT - NEW COLOMBIA RESOURCES INCFinancial_Report.xls
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - NEW COLOMBIA RESOURCES INCf10q033112_ex32z1.htm
EX-32.2 - EXHIBIT 32.2 SECTION 906 CERTIFICATION - NEW COLOMBIA RESOURCES INCf10q033112_ex32z2.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - NEW COLOMBIA RESOURCES INCf10q033112_ex31z1.htm
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATION - NEW COLOMBIA RESOURCES INCf10q033112_ex31z2.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


   X .   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarterly period ended 3/31/2012


       .   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File No. 333-51274


VSUS TECHNOLOGIES, INC.

 (Exact Name of Small Business Issuer as specified in its charter)


DELAWARE

43-2033337

(State or other jurisdiction of incorporation or organization)

(IRS Employer File Number)

 

of incorporation)


18565 Soledad Canyon Rd., #153,Canyon Country, CA

91351

(Address of principal executive offices)

(zip code)


(410) 236-8200

(Registrant's telephone number, including area code)


Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  X . No      .


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes      . No  X .


Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .


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


As of May 18, 2012, registrant had outstanding 58,244,247 shares of the registrant's common stock.




VSUS TECHNOLOGIES, INC.

FORM 10-Q



TABLE OF CONTENTS



Item #


Description

Page

Numbers

 

 

 

PART I – FINANCIAL INFORMATION

 

 

 

 

ITEM 1

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

3

 

 

 

ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

9

 

 

 

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

10

 

 

 

ITEM 4

CONTROLS AND PROCEDURES

10

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

ITEM 1

LEGAL PROCEEDINGS

11

 

 

 

ITEM 1A

RISK FACTORS

11

 

 

 

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

11

 

 

 

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

11

 

 

 

ITEM 4

RESERVED

11

 

 

 

ITEM 5

OTHER INFORMATION

11

 

 

 

ITEM 6

EXHIBITS

11

 

 

 

SIGNATURES

12

 

 

 

EXHIBIT

31.1 SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

 

 

 

EXHIBIT

31.2 SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

 

 

 

EXHIBIT

32.1 SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

 

 

 

EXHIBIT

32.2 SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER

 



2




PART I – FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnotes necessary for a complete presentation of our financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.




3





VSUS TECHNOLOGIES INCORPORATED

(A DEVEOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


 

 

MARCH 31,

 

DECEMBER 31,

 

 

2012

 

2011

 

 

 

 

 

ASSETS:

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash & Cash Equivalents

$

1,079

$

49

Prepaid Expenses

 

4,000

 

-

     CURRENT ASSETS

 

5,079

 

49

 

 

 

 

 

Mining Rights

 

100,000

 

100,000

     TOTAL ASSETS

$

105,079

$

100,049

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS DEFICIT:

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Accrued Liabilities

$

252,737

$

256,229

Accrued Liabilities & Accrued Interest-Related Parties

 

391,585

 

406,482

Derivative Liability

 

-

 

107,575

Short Term Convertible Debt

 

37,500

 

-

Short Term Convertible Debt-Related Party

 

-

 

76,728

Short Term Debt-Related Party

 

328,000

 

328,000

     TOTAL LIABILITIES

 

1,009,822

 

1,175,014

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

Common Stock $0.001 par value (shares authorized-100,000,000; Shares issued and outstanding- 58,244,247 at March 31, 2012 and 50,344,097 at December 31, 2011

 

58,244

 

50,344

Preferred Stock $0.001 par value (shares authorized- 20,000,000; 10,000,000 shares undesignated) Series A Convertible: 10,000,000 shares designated. Shares issued and Outstanding- 10,000,000 at March 31,2012 and 10,000,000 at December 31, 2011

 

10,000

 

10,000

Additional paid in capital

 

23,411,084

 

22,868,334

Subscription Receivable

 

(60,000)

 

(60,000)

Deficit accumulated during the development stage

 

(24,324,071)

 

(23,943,643)

     TOTAL STOCKHOLDERS’ DEFICIT

 

(904,743)

 

(1,074,965)

     TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$

105,079

$

100,049


See accompanying notes to the unaudited Consolidated Financial Statements



4




VSUS TECHNOLOGIES INCORPORATED

(A DEVEOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


  

  

For the

Quarter ended

  

For the

Quarter ended

  

From

September 20,

2000

(Inception) to

  

  

March 31,

  

March 31,

  

March 31,

  

  

2012

  

2011

  

2012

  

  

  

  

  

  

 

Revenue

$

-

$

-

$

1,728,800

  

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Impairment of assets

 

-

 

-

 

225,000

Administrative expenses

 

372,816

 

54,943

 

20,676,636

  

 

 

 

 

 

 

Total operating expenses

 

372,816

 

54,943

 

20,901,636

  

 

 

 

 

 

 

Loss from operations

 

(372,816)

 

(54,943)

 

(19,172,836)

  

 

 

 

 

 

 

Financing expenses, net

 

-

 

-

 

3,017,000

Loss on settlement of debt

 

-

 

-

 

298,996

Interest expense

 

9,415

 

-

 

136,660

(Gain)/Loss on derivatives

 

(1,803)

 

-

 

1,698,579

  

 

 

 

 

 

 

Net loss

$

(380,428)

$

(54,943)

$

(24,324,071)

  

 

 

 

 

 

 

Basic and diluted loss per share

$

(0.01)

$

(0.00)

 

 

  

 

 

 

 

 

 

Weighted average number of shares outstanding

 

54,314,504

 

57,716,702

 

 


See accompanying notes to the unaudited Consolidated Financial Statements




5



VSUS TECHNOLOGIES INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


 

 

Three Months Ended

 

Three Months Ended

 

From

September 20,

2000

(Inception) to

 

 

March 31,

 

March 31,

 

March 31,

 

 

2012

 

2011

 

2012

CASH FLOWS FROM OPERATING ACTIVITIES

  

  

  

  

  

 

Net loss for the period

$

(380,428)

$

(54,943)

$

(24,324,071)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Impairment of assets

 

-

 

-

 

225,000

Stock issued for compensation

 

368,150

 

-

 

19,649,174

Loss on settlement of debt

 

-

 

-

 

298,996

(Gain)/Loss on derivative liability

 

(1,803)

 

-

 

1,698,579

Changes in operating assets and liabilities:

 

 

 

 

 

 

Prepaid expenses

 

(4,000)

 

-

 

(4,000)

Change in other receivables

 

-

 

-

 

8,058

Change in accounts payable and accrued expenses

 

(3,492)

 

(30,000)

 

330,739

Change in accrued expenses and interest – related party

 

(14,897)

 

-

 

266,274

Net cash (used in) operating activities

 

(36,470)

 

(84,943)

 

(1,851,251)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Notes receivable

 

-

 

100,000

 

(200,000)

Cash paid for mining rights

 

-

 

(75,000)

 

(45,000)

Purchase of fixed assets

 

-

 

-

 

(150,000)

Net cash provided by (used in) operating activities

 

-

 

25,000

 

(395,000)

  

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Payments on convertible debentures

 

-

 

-

 

(50,489)

Exercise of stock options

 

-

 

-

 

32,000

Receipt of convertible loan

 

37,500

 

-

 

37,500

Receipt of convertible loan – Related Party

 

-

 

24,000

 

1,864,579

Related parties

 

-

 

(36,500)

 

181,000

Issuance of shares for cash

 

-

 

76,000

 

182,740

Net cash provided by financing activities

 

37,500

 

63,500

 

2,247,330

  

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

1,030

 

3,557

 

1,079

  

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS-BEGINNING OF PERIOD

 

49

 

3,103

 

-

  

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS-END OF PERIOD

$

1,079

$

6,660

$

1,079

  

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

  Cash paid for interest

$

-

$

-

$

10,000

  Cash paid for income taxes

 

-

 

-

 

-

  

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

  Common stock issued for subscription receivable

 

-

 

-

 

20,000

  Common stock issued for conversion of notes payable

 

76,728

 

-

 

797,201

  Settlement of derivative liabilities through conversion of related notes

 

105,772

 

-

 

928,579

  Payable accrued for mining rights

 

-

 

-

 

55,000


See accompanying notes to the unaudited Consolidated Financial Statements



6



 

VSUS TECHNOLOGIES INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION


The accompanying unaudited interim financial statements of VSUS Technologies Incorporated, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC. In the opinion of management, the accompanying unaudited interim financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim period presented herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or for any future period. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2011 as reported in the Form 10K have been omitted.


Reclassifications

  

Certain prior year amounts have been reclassified to conform to the current period presentation for comparative purposes.


NOTE 2 – GOING CONCERN


During the three months ended March 31, 2012, VSUS Technologies has not generated any revenue and therefore has been unable to generate cash flows sufficient to support its operations and has been dependent on debt and equity financing. In addition to negative cash flow from operations, VSUS Technologies has experienced recurring losses and an accumulated deficit of approximately $24 million as of March 31, 2012. These conditions raise substantial doubt as to VSUS Technologies’ ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if VSUS Technologies is unable to continue as a going concern.


NOTE 3 – DEBT AND RELATED PARTY


As of December 31, 2011, the Company had an outstanding convertible note to Ararat, LLC, a Company owned by a family member of an officer. The interest rate was 10% and the note was unsecured. The principal balance of the note was convertible into common stock at the holder’s option at 70% of the market price of the Company’s common stock on the date of conversion. During the three months ended March 31, 2012, the Company converted the remaining principal of the note $76,728 into 3,535,853 shares of common stock. At March 31, 2012 the principal balance of the note was $0 and accrued interest was $229,357. At December 31, 2011 the principal balance of the note was $76,728, and accrued interest was $228,432.


On April 14, 2008 the Company signed a related party loan agreement in which they borrowed an aggregate of $328,000 from Ararat, LLC. The note matures December 31, 2012 and carries a 10% interest rate. At March 31, 2012 the principal balance of the note was $328,000 and accrued interest was $49,302. At December 31, 2011 the principal balance of the note was $328,000 and accrued interest was $41,124.


On February 22, 2012 the Company signed convertible loan agreement with Asher Enterprises, Inc. in which Asher loaned $37,500 at 8% interest convertible into common stock of VSUS Technologies, Inc. The loan is convertible after 180 days from the date of issuance at 55% of the average lowest three day trading price of common stock during the 15 days preceding the date of conversion. The note is unsecured and matures on November 27, 2012. At March 31, 2012 the principal balance of the note was $37,500 and accrued interest was $312.


As of March 31, 2012 the accrued liabilities and accrued interest-related parties balance was composed of $278,659 in related party accrued interest from the above mentioned related party loans and $112,926 in accrued payables to the officers of the Company.


NOTE 4- SHAREHOLDERS' EQUITY


Common Stock


During the three months ended March 31, 2012, the Company issued an aggregate of 4,364,297 common shares for services valued at $142,286.



7




During the three months ended March 31, 2012, the Company issued an aggregate of 3,535,853 common shares as repayment of a portion of related party debt amounting to $76,728.


Stock Options


During the year ended December 31, 2011 an aggregate of 5,000,000 options with a fair value of $50,000 were issued to John Campo, President as part of his employment agreement. The shares have a strike price of $0.10/share and the options have no expiration date. The options vest equally over 3 years. For the three months ended March 31, 2012, $4,167 was expensed.


Preferred Stock


There are 20,000,000 shares of authorized Preferred Stock. During 2011, the Company issued 10,000,000 shares of Series A Convertible Preferred Stock to Mr. Kyle Gotshalk for services. The shares are convertible into 51% of outstanding common stock, hold 66 2/3% voting rights and do not receive dividends. Because the conversion option can be exercised into 51% of the outstanding shares of the Company, the Company determined that holder of the preferred shares receives additional value every time the Company issues common shares, thereby increasing the number of common shares the preferred shares can be converted into. As a result, the Company has determined the incremental value gives to the preferred shareholder upon additional issuances of common shares should be recorded at fair value and charged to expense. During the three months ended March 31, 2012 the Company issued an aggregate of 7,900,150 shares. The Company determined the aggregate incremental cost of the share issuance to be $221,697 based on the market price at the respective dates of share issuances. The Company expensed this amount during the three months ended March 31, 2012.


NOTE 5- DERIVATIVE LIABILITY


As mentioned in Note 3, the Company had convertible notes outstanding during 2011 and the three months ended March 31, 2012 that were convertible into common shares at 70% of the market price of the Company’s common stock on the date of conversion. The Company analyzed these conversion options under ASC 815 “Derivatives and Hedging” and determined that these instruments should be classified as liabilities and recorded at fair value due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The derivative liability had a fair value of $107,575 as of December 31, 2011. As a result of the conversion of the underlying debt described in Note 3, the derivative liability was settled through additional paid-in capital.  The following table summarizes the Company’s derivative liabilities during the three months ended March 31, 2012:


Derivative Liabilities

  

 Amount

Derivative liabilities as of December 31, 2011

  

$

           107,575

Change in fair value of derivative liability

  

  

(1,803)

Settlement of derivative liabilities due to conversion of related notes

  

  

(105,772)

Derivative liabilities as of March 31, 2012

  

$

-   


The fair value of the instrument was determined using a Black-Scholes option pricing model. Assumptions used include (1) 0.11% risk-free interest rate, (2) expected term is the expected amount of time until conversion, (3) expected volatility of 457%, (4) zero expected dividends (5) exercise prices as set forth in the agreements, (6) common stock price of the underlying share on the valuation date, and (7) number of shares to be issued if the instrument is converted.




8




ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS


We caution readers that certain important factors may affect our actual results and could cause such results to differ materially from any forward-looking statements that we make in this report. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements. This report contains statements that constitute “forward-looking statements.” These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements appear in a number of places in this report and include statements regarding our intent, belief or current expectations with respect to many things. Some of these things are:


· trends affecting our financial condition or results of operations for our limited history;

· our business and growth strategies;

· our technology;

· the Internet; and

· our financing plans.


We caution readers that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties. In fact, actual results most likely will differ materially from those projected in the forward-looking statements as a result of various factors. Some factors that could adversely affect actual results and performance include:


· our limited operating history;

· our lack of sales to date;

· our future requirements for additional capital funding;

· the failure of our technology and products to perform as specified;

· the discontinuance of growth in the use of the Internet;

· our failure to integrate certain acquired businesses with our business;

· the enactment of new adverse government regulations; and

· the development of better technology and products by others.


You should carefully consider and evaluate all of these factors. In addition, we do not undertake to update forward-looking statements after we file this report with the Securities and Exchange Commission, even if new information, future events or other circumstances have made them incorrect or misleading.


The following discussion should be read in conjunction with the consolidated financial statements and notes thereto. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions, which could cause actual results to differ materially from management's expectations. Factors that could cause differences include, but are not limited to, expected market demand for our products, as well as general conditions of the Internet security marketplace.


The company has moved into the coal industry in Colombia, due to the rising prices in oil worldwide we feel that this industry is beneficial to our company and our strategy to move forward while drawing attention from the public to invest in a promising industry and company.


We are a development stage enterprise. To date we have incurred significant losses from operations and, at March 31, 2012, had an accumulated deficit of approximately $24,000,000. At March 31, 2012 we had $1,079 of cash and cash equivalents. In 2003, 2004 and 2005, we raised an aggregate of approximately $3,943,000 in financing to fund our operations. Until such time as we generate sufficient revenues from operations, we will continue to be dependent on raising substantial amounts of additional capital through any one of a combination of debt offerings or equity offerings. There is no assurance that we will be able to raise additional capital when necessary.


Results of Operations


The Quarter Ended March 31, 2012 compared to the Quarter Ended March 31, 2011


Revenue: Revenue was $-0- in the quarters ended March 31, 2012, and 2011.



9




General and Administrative Expenses: Selling, general and administrative expenses increased from $54,943 for the three months ended March 31, 2012 to $372,816 for three months ended March 31, 2011 due to costs associated with the operations of the public company including professional fees.


Net loss increased to $380,428 for the three months ended March 31, 2012 from $54,943 for the three months ended March 31, 2011, due to increased stock issuances for services.


Liquidity and Capital Resources


Our cash and cash equivalents balance at March 31, 2012 was $1,079 as compared to $49 at December 31, 2011.


Cash flows used in operating activities were $36,470 for the three months ended March 31, 2012 as compared to $84,943 for the three months ended March 31, 2011.


Cash flows provided by investing activities were $0 for the three months ended March 31, 2012 as compared to $25,000 for the three months ended March 31, 2011.


Cash flows provided by financing activities were $37,500 for the three months ended March 31, 2012 as compared to $63,500 for the three months ended March 31, 2011.


On February 22, 2012 we signed a convertible loan agreement with Asher Enterprises, Inc. in which Asher loaned $37,500 at 8% interest convertible into common stock. The loan is convertible after 180 days from the date of issuance at 55% of the average lowest three day trading price of common stock during the 15 days preceding the date of conversion. The note is unsecured and matures on November 27, 2012. At March 31, 2012 the principal balance of the note was $37,500 and accrued interest was $312.


On May 8, 2012 we signed a convertible loan agreement with Asher Enterprises, Inc. in which Asher Enterprises agreed to $32,500 at 8% interest convertible into common stock. This loan has not been funded as of the date hereof.


We presently do not have any available credit, bank financing, or other external sources of liquidity other than the before mentioned notes. Due to our historical operating losses, our operations have not been a source of liquidity. In order to obtain capital, we may need to sell additional shares of our Common Stock or debt securities, or borrow funds from private lenders or banking institutions. There can be no assurance that we will be successful in obtaining additional funding in the amounts or on terms acceptable to us, if at all. If we are unable to raise additional funding as necessary, we may have to suspend our operations temporarily or cease operations entirely.


During the three months ended March 31, 2012, we did not generate any revenue. Because we have been unable to generate cash flows sufficient to support our operations, we have been dependent on debt and equity financing. In addition to negative cash flow from operations, we have experienced recurring net losses, and have an accumulated deficit of approximately $24 million. These factors raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.


Our revenues and future profitability are substantially dependent on our ability to:


·

raise substantial amounts of additional capital through any one of a combination of debt offerings or equity offerings, if necessary; and

·

continue to grow our business through acquisitions.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


As a smaller reporting company, we are not required to provide the information otherwise require by this Item.


ITEM 4. CONTROLS AND PROCEDURES


As of March 31, 2012, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (the same person), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, management concluded that our financial disclosure controls and procedures were not effective due to our limited internal resources and lack of ability to have multiple levels of transaction review. Inasmuch as there is no segregation of duties within the Company, there is no management oversight, no control documentation being produced, and no one to review control documentation if it was being produced.



10



 

There were no changes in disclosure controls and procedures that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially effect, our disclosure controls and procedures. We do not expect to implement any changes to our disclosure controls and procedures until there is a significant change in our operations or capital resources.


PART II – OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


None.


ITEM 1A. RISK FACTORS


As a smaller reporting company, we are not required to provide the information otherwise require by this Item.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


There were no sales of unregistered securities for the three months ended March 31, 2012.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4. RESERVED


ITEM 5. OTHER INFORMATION


The Company has announced that it will hold a shareholders’ meeting on Tuesday, June 1, 2012.

 

1. Approve an increase of the Company’s authorized common stock from 100,000,000 shares to 500,000,000 shares; and

 

2. Transact such other business as may properly come before the Annual Meeting or any adjournment thereof.


ITEM 6. EXHIBITS


Exhibit No.

  

Exhibit Type

31.1

  

Certification pursuant to Section 13a-14(a) (3)

31.2

 

Certification pursuant to Section 1350 (3)

32.1

 

Certification pursuant to Section 906

32.2

  

Certification pursuant to Section 906

101.INS *

  

XBRL Instance Document

101.SCH*

  

XBRL Taxonomy Extension Schema Document

101.CAL*

  

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

  

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*

  

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

  

XBRL Taxonomy Extension Presentation Linkbase Document.


* Filed herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.



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SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.





VSUS TECHNOLOGIES, INC.

(Registrant)


Date: May 18, 2012

By: /s/ JOHN CAMPO           

John Campo

President and Director



Date: May 18, 2012

By: /s/ KYLE GOTSHALK     

Kyle Gotshalk

Chief Executive Officer and Director






In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





SIGNATURE

 

NAME

 

TITLE

 

DATE

 

 

 

 

 

 

 

/s/John Campo

 

John Campo

 

President and Director

 

May 18, 2012

 

 

 

 

 

 

 

/s/Kyle Gotshalk

 

Kyle Gotshalk

 

CEO & Director

 

May 18, 2012



























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