**EXHIBIT
        31.1**
 **CERTIFICATION
        PURSUANT TO**
 **SECTION
        302 OF THE SARBANES-OXLEY ACT OF 2002**
 
 I,
        Steven
        Goldberg, Chief Financial Officer (and principal executive and accounting
        officer) of VSUS Technologies Incorporated (the “Registrant”), certify
        that:
 
 1. I
        have
        reviewed this Quarterly Report on Form 10-QSB of the Registrant;
 
 2. Based
        on
        my knowledge, this Quarterly Report does not contain any untrue statement
        of a
        material fact or omit to state a material fact necessary to make the statements
        made, in light of the circumstances under which such statements were made,
        not
        misleading with respect to the period covered by this Quarterly
        Report;
 
 3. Based
        on
        my knowledge, the financial statements, and other financial information included
        in this Quarterly Report, fairly present in all material respects the financial
        condition, results of operations and cash flows of the Registrant as of,
        and
        for, the periods presented in this Quarterly Report;
 
 4. I
        am
        responsible for establishing and maintaining disclosure controls and procedures
        (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
        I
        have:
 
 (a) designed
        such disclosure controls and procedures to ensure that material information
        relating to the Registrant, including its consolidated subsidiaries, is made
        known to me by others within those entities, particularly during the period
        in
        which this Quarterly Report is being prepared;
 
 (b) evaluated
        the effectiveness of the Registrant’s disclosure controls and procedures as of a
        date within 90 days prior to the filing date of this Quarterly Report (the
        "Evaluation Date"); and
 
 (c) presented
        in this Quarterly Report my conclusions about the effectiveness of the
        disclosure controls and procedures based on my evaluation as of the Evaluation
        Date;
 
 5. I
        have
        disclosed, based on my recent evaluation, to the Registrant’s auditors and the
        audit committee of Registrant’s board of directors (or persons performing the
        equivalent function):
 
 (a) all
        significant deficiencies in the design or operation of internal controls
        which
        could adversely affect the Registrant’s ability to record, process, summarize
        and report financial data and have identified for the Registrant’s auditors any
        material weaknesses in internal controls; and
 
 (b) any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in the Registrant’s internal controls; and
 
 6. I
        have
        indicated in this Quarterly Report whether or not there were significant
        changes
        in internal controls or in other factors that could significantly affect
        internal controls subsequent to the date of our most recent evaluation,
        including any corrective actions with regard to significant deficiencies
        and
        material weaknesses.
  Dated:
                December 9, 2005
              Signature:
              /s/ Steven GoldbergSteven
                GoldbergChief
                  Financial Officer (and principal
                executive
                  and accounting officer)