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EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - NEW COLOMBIA RESOURCES INCf10q063012_ex32z1.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - NEW COLOMBIA RESOURCES INCf10q063012_ex31z1.htm
EX-32.2 - EXHIBIT 32.2 SECTION 906 CERTIFICATION - NEW COLOMBIA RESOURCES INCf10q063012_ex32z2.htm
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATION - NEW COLOMBIA RESOURCES INCf10q063012_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 June 30, 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)


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 August 1, 2012, registrant had outstanding 58,244,247 shares of the registrant's common stock.




1




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

11

 

 

 

ITEM 4

CONTROLS AND PROCEDURES

11

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

ITEM 1

LEGAL PROCEEDINGS

12

 

 

 

ITEM 1A

RISK FACTORS

12

 

 

 

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

12

 

 

 

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

12

 

 

 

ITEM 4

RESERVED

12

 

 

 

ITEM 5

OTHER INFORMATION

12

 

 

 

ITEM 6

EXHIBITS

12

 

 

 

SIGNATURES

13

 

 

 

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, INC.

(A DEVEOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


 

 

As of

 

As of

 

 

June 30,

 

December 31,

 

 

2012

 

2011

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

     Cash and cash equivalents

$

2,251

$

49

     Prepaid expenses

 

363

 

-

Total Current Assets

 

2,614

 

49

 

 

 

 

 

Non-Current Assets

 

 

 

 

     Mining rights

 

100,000

 

100,000

 

 

 

 

 

TOTAL ASSETS

$

102,614

$

100,049

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable and accrued liabilities

$

245,950

$

256,229

     Accrued liabilities and accrued interest--related parties

 

436,644

 

406,482

     Derivative liability

 

-

 

107,575

     Short-term convertible debt

 

70,000

 

-

     Short-term convertible debt--related party

 

-

 

76,728

     Short-term debt--related party

 

328,000

 

328,000

Total Current Liabilities

 

1,080,594

 

1,175,014

 

 

 

 

 

Total Liabilities

 

1,080,594

 

1,175,014

 

 

 

 

 

Stockholders' Deficit:

 

 

 

 

Preferred stock $0.001 par value (shares authorized--20,000,000;

10,000,000 shares undesignated) Series A Convertible: 10,000,000

shares designated; 10,000,000 shares issued and outstanding at

June 30, 2012 and at December 31, 2011

 

 

 

 

 

 

 

 

 

10,000

 

10,000

Common stock $0.001 par value (shares authorized--500,000,000);

58,244,247 shares issued and outstanding at June 30, 2012 and

50,344,097 at December 31, 2011

 

 

 

 

 

 

 

 

 

58,244

 

50,344

Additional paid-in capital

 

23,415,251

 

22,868,334

Subscription receivable

 

(60,000)

 

(60,000)

Deficit accumulated during development stage

 

(24,401,475)

 

(23,943,643)

Total Stockholders' Deficit

 

(977,980)

 

(1,074,965)

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

102,614

$

100,049

 

 

 

 

 


See accompanying notes to the unaudited Consolidated Financial Statements




4




VSUS TECHNOLOGIES, INC.

(A DEVEOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



 

 

 

 

 

 

 

 

September 20, 2000

 

 

 

 

 

 

 

 

(Inception)

 

 

 

 

Three Months Ended

 

Six Months Ended

 

through

 

 

 

 

June 30,

 

June 30,

 

June 30,

 

June 30,

 

June 30,

 

 

 

 

2012

 

2011

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

-

$

-

$

-

$

-

$

1,728,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

Impairment of assets

 

-

 

-

 

-

 

-

 

225,000

 

General and administrative expenses

 

68,184

 

5,629

 

441,000

 

60,572

 

20,744,820

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

68,184

 

5,629

 

441,000

 

60,572

 

20,969,820

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from Operations

 

 

(68,184)

 

(5,629)

 

(441,000)

 

(60,572)

 

(19,241,020)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing expenses, net

 

 

-

 

-

 

-

 

-

 

3,017,000

 

Loss on settlement of debt

 

 

-

 

-

 

-

 

-

 

298,996

 

Interest expense

 

 

9,220

 

-

 

18,635

 

-

 

145,880

 

(Gain)/loss on derivatives

 

-

 

-

 

(1,803)

 

-

 

1,698,579

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(77,404)

$

(5,629)

$

(457,832)

$

(60,572)

$

(24,401,475)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

$

(0.00)

$

(0.00)

$

(0.01)

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of

shares outstanding--basic and

diluted

 

 

 

 

 

 

 

 

 

 

 

58,244,247

 

57,716,702

 

56,279,376

 

57,716,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


See accompanying notes to the unaudited Consolidated Financial Statements




5




VSUS TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

  

 

 

 

 

 

September 20, 2000

  

 

Six Months

 

Six Months

 

(Inception)

  

 

Ended

 

Ended

 

through

  

 

June 30,

 

June 30,

 

June 30,

  

 

2012

 

2011

 

2012

Cash Flows from Operating Activities

 

 

 

 

 

 

Net loss for the period

$

(457,832)

$

(60,572)

$

(24,401,475)

Adjustments to reconcile net loss to net cash

used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Impairment of fixed assets

 

-

 

-

 

225,000

Stock issued for compensation

 

372,317

 

-

 

19,653,341

Loss on settlement of debt

 

-

 

-

 

298,996

(Gain)/loss on derivative liability

 

(1,803)

 

-

 

1,698,579

Changes in operating assets and liabilities:

 

 

 

 

 

 

Change in prepaid expenses

 

(363)

 

-

 

(363)

Change in other receivables

 

-

 

(20,000)

 

8,058

Change in accounts payable and accrued expenses

 

9,721

 

(10,000)

 

343,952

Change in accrued expenses and interest--related party

 

30,162

 

-

 

311,333

Net cash (used in) operating activities

 

(47,798)

 

(90,572)

 

(1,862,579)

  

 

 

 

 

 

 

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) investing 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

 

50,000

 

-

 

50,000

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

 

50,000

 

63,500

 

2,259,830

 

 

 

 

 

 

 

Increase (Decrease) in Cash and Cash Equivalents

 

2,202

 

(2,072)

 

2,251

  

 

 

 

 

 

 

Cash and Cash Equivalents--Beginning of Period

 

49

 

3,103

 

-

Cash and Cash Equivalents--End of Period

$

2,251

$

1,031

$

2,251

  

 

 

 

 

 

 

Supplemental Disclosures 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

Loan proceeds paid directly to service providers

$

20,000

$

-

$

20,000



See accompanying notes to the unaudited Consolidated Financial Statements




6




VSUS TECHNOLOGIES, INC.

(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, Inc. (“VSUS Technologies” or the “Company”), 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 10-K 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 six months ended June 30, 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 June 30, 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 TRANSACTIONS


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 six months ended June 30, 2012, the Company converted the remaining principal of the note, $76,728, into 3,535,853 shares of common stock. At June 30, 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 it borrowed an aggregate of $328,000 from Ararat, LLC. The note matures December 31, 2012 and carries a 10% interest rate. At June 30, 2012, the principal balance of the note was $328,000 and accrued interest was $49,897. 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 a convertible loan agreement with Asher Enterprises, Inc. (“Asher”), in which Asher loaned $37,500 at 8% interest, which is convertible into common stock of VSUS Technologies. 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 June 30, 2012, the principal balance of the note was $37,500 and accrued interest was $1,060.


On May 8, 2012, the Company signed a convertible loan agreement with Asher Enterprises, Inc. (“Asher”), in which Asher loaned $32,500 at 8% interest, which is convertible into common stock of VSUS Technologies. 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 February 11, 2013. At June 30, 2012, the principal balance of the note was $32,500 and accrued interest was $378.


As of June 30, 2012, the accrued liabilities and accrued interest--related parties balance was composed of $279,254 in related party accrued interest from the above mentioned related party loans and $157,390 in accrued payables to the officers of the Company.



7




NOTE 4 – SHAREHOLDERS' EQUITY


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 Kyle Gotshalk, the Company’s Chief Executive Officer, for services. The shares are convertible into 51% of outstanding common stock, hold 66 2/3% voting rights, and do not receive dividends. The Company evaluated the preferred stock under ASC 718-10-25, ASC 480-10-25 and ASC 815-10-25 and determined that equity classification was appropriate.   As the conversion option can be exercised into 51% of the outstanding shares of the Company, the Company determined that the holder of the preferred shares receives additional value each 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 given to the preferred shareholder upon additional issuances of common shares should be recorded at fair value and charged to expense. During the six months ended June 30, 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 six months ended June 30, 2012.


Common Stock


During the six months ended June 30, 2012, the Company issued an aggregate of 4,364,297 common shares for services valued at $142,286.


During the six months ended June 30, 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.


On May 22, 2012, the Directors of the Company approved the filing of a Certificate of Amendment with the State of Delaware, which was subsequently approved, to increase the authorized shares of common stock of the Company from 100,000,000 shares to 500,000,000 shares of authorized common stock.


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 three years. For the six months ended June 30, 2012, $8,334 was expensed as stock-based compensation.


NOTE 5 – DERIVATIVE LIABILITY


The Company had convertible notes outstanding during 2011 and 2012 (See Note 3), which 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 there being no explicit limit as to the number of shares to be delivered upon settlement of the aforementioned 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 liability activity during the six months ended June 30, 2012:


Derivative Liability

  

Amount

Derivative liability as of December 31, 2011

  

$

107,575

Change in fair value of derivative liability

  

 

(1,803)

Settlement of derivative liability due to conversion of related notes

  

 

(105,772)

Derivative liability as of June 30, 2012

  

$

-


The fair value of the instrument was determined using the Black-Scholes option pricing model. Assumptions used included: (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 shares on the valuation date, and (7) number of shares to be issued if the instrument is converted.


NOTE 6 – SUBSEQUENT EVENTS


On July 12, 2012, the Company signed a convertible loan agreement with Asher Enterprises, Inc. (“Asher”), in which Asher loaned $27,500 at 8% interest, which is convertible into common stock of VSUS Technologies. 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 April 16, 2013. The related proceeds were received on July 19, 2012.




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 of 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 June 30, 2012, had an accumulated deficit of approximately $24 million. At June 30, 2012, we had $2,251 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 when 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 or equity offerings. There is no assurance that we will be able to raise additional capital when necessary.


Results of Operations


The Three Months Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011


Revenue was $-0- for the three months ended June 30, 2012, and 2011.



9




General and administrative expenses increased to $68,184 for the three months ended June 30, 2012 from $5,629 for the three months ended June 30, 2011 due to the costs associated with being a public company, including professional fees.


Net loss increased to $77,404 for the three months ended June 30, 2012 from $5,629 for the three months ended June 30, 2011 due to increased stock issuances for services.


The Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011


Revenue was $-0- for the six months ended June 30, 2012, and 2011.


General and administrative expenses increased to $441,000 for the six months ended June 30, 2012 from $60,572 for the six months ended June 30, 2011 due to the costs associated with being a public company, including professional fees.


Net loss increased to $457,832 for the six months ended June 30, 2012 from $60,572 for the six months ended June 30, 2011 due to increased stock issuances for services.


Liquidity and Capital Resources


Our cash and cash equivalents balance at June 30, 2012 was $2,251 as compared to $49 at December 31, 2011.


Cash flows used in operating activities was $67,798 for the six months ended June 30, 2012 as compared to $90,572 for the six months ended June 30, 2011.


Cash flows provided by investing activities was $-0- for the six months ended June 30, 2012 as compared to $25,000 for the six months ended June 30, 2011.


Cash flows provided by financing activities was $70,000 for the six months ended June 30, 2012 as compared to $63,500 for the six months ended June 30, 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 June 30, 2012, the principal balance of the note was $37,500 and accrued interest was $1,060.


On May 8, 2012, we signed a convertible loan agreement with Asher Enterprises, Inc. in which Asher loaned $32,500 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 February 11, 2013. At June 30, 2012, the principal balance of the note was $32,500 and accrued interest was $378.


On July 12, 2012, we signed a convertible loan agreement with Asher Enterprises, Inc. in which Asher loaned $27,500 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 April 16, 2013. This loan has 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 aforementioned 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 six months ended June 30, 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 flows 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.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


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


ITEM 4. CONTROLS AND PROCEDURES


As of June 30, 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.


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.




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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 required by this Item.


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


There were no sales of unregistered securities for the six months ended June 30, 2012.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4. RESERVED


ITEM 5. OTHER INFORMATION


None.


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: August 1, 2012

By::/s/ JOHN CAMPO           

John Campo

President and Director



Date: August 1, 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

 

August 1, 2012

 

 

 

 

 

 

 

/s/Kyle Gotshalk              

 

Kyle Gotshalk

 

CEO & Director

 

August 1, 2012





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