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

                                   FORM 10-QSB


(Mark One)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                For the quarterly period ended       September 30, 2004
                                               -------------------------------

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

              For the transition period from _________ to _________

                                           Commission file number 002-98748-D
                                         ---------------------------------------


                         VSUS TECHNOLOGIES INCORPORATED
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter

           Delaware                                       43-2033337
--------------------------------------------------------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

             622 Third Avenue, 33rd Floor, New York, New York 10017
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (212) 972-1400
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)

Check whether the issuer (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 report(s), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of November 15, 2004, the issuer
had 12,392,896 shares of common stock issued and outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]



                         VSUS TECHNOLOGIES INCORPORATED

                         QUARTERLY REPORT ON FORM 10-QSB
                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004


                                      INDEX
                                      -----



                                                                                                     PAGE NO.
                                                                                                     --------

PART I.    FINANCIAL INFORMATION

Item.1     Financial Statements......................................................................    3

           Condensed Interim Consolidated Balance Sheet as of September 30, 2004 (unaudited)
              and December 31, 2003 .................................................................    4

           Condensed Interim Consolidated Statement of Operations for the nine months ended
              September 30, 2004 and 2003 (unaudited)  ..............................................    5

           Condensed Interim Consolidated Statement of Cash Flows for the nine months ended
              September 30, 2004 and 2003 (unaudited)................................................    6

           Notes to the Condensed Interim Consolidated Financial Statements..........................    7

Item 2.    Management's Discussion and Analysis or Plan of Operation.................................   10

Item 3.    Controls and Procedures...................................................................   15


PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings..........................................................................  16

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds................................  16

Item 3.    Defaults Upon Senior Securities............................................................  17

Item 4.    Submission of Matters to a Vote of Securityholders.........................................  17

Item 5.    Other Information..........................................................................  17

Item 6.    Exhibits and Reports on Form 8-K...........................................................  17


SIGNATURES............................................................................................  19



                                       2


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                         VSUS TECHNOLOGIES INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)

               CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2004
                                    UNAUDITED

        INDEX TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS



                                                                                                        PAGE
                                                                                                        ----

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS:

Condensed Interim Consolidated Balance Sheet ..........................................................    4

Condensed Interim Consolidated Statement of Operations.................................................    5

Condensed Interim Consolidated Statement of Cash Flows.................................................    6

Notes to the Condensed Interim Consolidated Financial Statements........................................ 7-9



                                       3


                         VSUS TECHNOLOGIES INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
                  CONDENSED INTERIM CONSOLIDATED BALANCE SHEET
                          (IN THOUSANDS OF U.S DOLLARS)



                                                           SEPTEMBER 30,    DECEMBER 31,
                                                           -------------    ------------
                                                              2004             2003
                                                           -------------    ------------
                                                           (UNAUDITED)
                                                           -------------
ASSETS

CURRENT ASSETS
--------------
   Cash and cash equivalents                                  $   208         $   661
   Restricted cash                                                100            --
   Other current assets                                            73              36
                                                              -------         -------
       Total current assets                                       381             697
                                                              -------         -------

SEVERANCE PAY FUND                                                 30              28
------------------                                            -------         -------

PROPERTY AND EQUIPMENT, NET                                        57              27
---------------------------                                   -------         -------
                                                              $   468         $   752
                                                              =======         =======

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
-------------------
   Short term credit                                          $     4         $     -
   Trade accounts payable                                         120             105
   Other payable                                                  145            --
   Deferred revenues                                             --              --
   Related parties                                                179             289
   Convertible loan (Note 6)                                    1,728             900
                                                              -------         -------
       Total current liabilities                                2,176           1,294
                                                              -------         -------

LONG-TERM LIABILITIES
---------------------
   Related party                                                  157             143
   Accrued severance pay                                           31              29
                                                              -------         -------
          Total long-term liabilities                             188             172
                                                              -------         -------

STOCKHOLDERS' DEFICIENCY
------------------------
   Share capital                                                   12              12
   Additional paid-in capital                                   1,436           1,640
   Deferred stock compensation                                    (88)           (303)
   Deficit accumulated during the development stage            (3,256)         (2,063)
                                                              -------         -------
       Total stockholders' deficiency                          (1,896)           (714)
                                                              -------         -------
                                                              $   468         $   752
                                                              =======         =======


See Notes to Consolidated Financial Statements.


                                       4


                         VSUS TECHNOLOGIES INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
             CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
         (IN THOUSANDS OF U.S DOLLARS, EXCEPT SHARE AND PER SHARE DATA)



                                                                                                             CUMULATIVE FROM
                                                                                                               SEPTEMBER 21,
                                                                                                                   2000
                                                     THREE MONTHS ENDED              NINE MONTHS ENDED        (INCEPTION) TO
                                                        SEPTEMBER 30,                   SEPTEMBER 30,           SEPTEMBER 30,
                                                ----------------------------    ----------------------------    ------------
                                                    2004            2003           2004            2003             2004
                                                ------------    ------------    ------------    ------------    ------------
                                                                        (UNAUDITED)                             (UNAUDITED)
                                                --------------------------------------------    ------------    ------------

Revenues                                        $        162    $         45    $        265    $        113    $      1,721

Cost of revenues                                          12              14              36              43             203
                                                ------------    ------------    ------------    ------------    ------------

    Gross profit                                         150              31             229              70           1,518

Research and development expenses                         58              38             166             128           1,469

Sales and Marketing                                       85              58             343             135             895

General and administrative expenses (*)                  163             224             526             676           1,789

Merger expenses                                         --              --               219            --               409
                                                ------------    ------------    ------------    ------------    ------------

    Operating loss                                      (156)           (289)         (1,025)           (869)         (3,044)

Financing expenses                                        60               8             168              23             212
                                                ------------    ------------    ------------    ------------    ------------

    Net loss for the period                     $       (216)   $       (297)   $     (1,193)   $       (892)   $     (3,256)
                                                ============    ============    ============    ============    ============

Basic and diluted loss per share                       (0.01)          (0.02)          (0.08)          (0.08)
                                                ============    ============    ============    ============

Weighted average number of shares outstanding     15,182,182      11,836,012      14,526,020      11,836,012
                                                ============    ============    ============    ============


(*) Including non-cash compensation of $49, $187, $215 and $559 for the three
months ended September 30, 2004 and 2003, and for the nine months ended
September 30, 2004 and 2003, respectively.

See Notes to Consolidated Financial Statements.


                                       5


                         VSUS TECHNOLOGIES INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
                  INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
                          (IN THOUSANDS OF U.S DOLLARS)



                                                                                          CUMULATIVE FROM
                                                                                         SEPTEMBER 21, 2000
                                                                   NINE MONTHS ENDED       (INCEPTION) TO
                                                                     SEPTEMBER 30,         SEPTEMBER 30,
                                                                ----------------------     ----------------
                                                                  2004          2003            2004
                                                                --------      --------        --------
                                                                      (UNAUDITED)            (UNAUDITED)
                                                                ----------------------     ----------------

CASH FLOWS - OPERATING ACTIVITIES
---------------------------------

Net loss for the period                                         $(1,193)          (892)       $(3,256)
Adjustments to reconcile net loss to net cash used in
   operating activities:
Items not involving cash flows:
   Depreciation and amortization                                      8              7             21
   Amortization of deferred stock-based
       compensation                                                 215            559          1,239
   Increase in accrued severance pay, net                            22             22             23
   Interest to related party                                         10           --               38
   Accrued interest on convertible loan                             153           --              153

Changes in operating assets and liabilities:
   Decrease (increase) in accounts receivable                      (137)           177           (137)
   Decrease (increase) in other current assets                     --                7            (36)
   Increase in trade accounts payable                               134            121            239
                                                                -------        -------        -------
      Net cash provided by (used in) operating activities          (788)             1         (1,716)
                                                                -------        -------        -------

CASH FLOWS - INVESTING ACTIVITIES
---------------------------------

Investment in subsidiary                                           (200)          --             (200)
Purchase of fixed assets                                            (38)           (18)           (78)
                                                                -------        -------        -------
   Net cash used in investing activities                           (238)           (18)          (278)
                                                                -------        -------        -------

CASH FLOWS - FINANCING ACTIVITIES
---------------------------------

Short term bank credit                                                4              4              4
Receipt of convertible loan                                         675           --            1,575
Related parties                                                    (106)          --              298
Issuance of share capital                                          --             --              325
                                                                -------        -------        -------
   Net cash provided by financing activities                        573              4          2,202
                                                                -------        -------        -------

 INCREASE  (DECREASE) IN CASH AND CASH EQUIVALENTS                 (453)           (13)           208
 CASH AND CASH EQUIVALENTS -
   BEGINNING OF PERIOD                                              661             41           --
                                                                -------        -------        -------
 CASH AND CASH EQUIVALENTS -
   END OF PERIOD                                                $   208        $    28        $   208
                                                                =======        =======        =======


See Notes to Consolidated Financial Statements.


                                       6


                         VSUS TECHNOLOGIES INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
        NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                          (IN THOUSANDS OF U.S DOLLARS)
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed interim consolidated financial statements
have been prepared by VSUS Technologies Incorporated ("VSUS" or the "Company")
in accordance with accounting principles generally accepted in the United States
of America. These financial statements reflect all adjustments, consisting of
normal recurring adjustments and accruals, which are, in the opinion of
management, necessary for a fair presentation of the financial position of the
Company as of September 30, 2004, and the results of operations and cash flows
for the interim periods indicated in conformity with generally accepted
accounting principles applicable to interim periods. Accordingly, certain
information and footnote disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These financial statements should be read in
conjunction with the audited financial statements and notes thereto of the
Company for the year ended December 31, 2003, appearing in the Company's Form
8-K/A, dated June 29, 2004. The results of operations presented are not
necessarily indicative of the results to be expected for future quarters or for
the year ending December 31, 2004. The balance sheet at December 31, 2003 has
been derived from the audited financial statements as of and for the year ended
December 31, 2003, but does not include all the information and footnotes
required by generally accepted accounting principles for annual financial
statements.

NOTE 2 -MERGER TRANSACTION

Effective April 15, 2004, the Company was acquired by Formula Footwear
Incorporated ("Formula") pursuant to an Agreement and Plan of Reorganization
(the "Merger Agreement"), dated February 24, 2004, by and among the Company, a
wholly owned subsidiary of Formula ("Merger Sub") and Formula. Pursuant to the
terms of the Merger Agreement, Formula acquired the Company through a merger of
the Merger Sub with and into the Company, and the stockholders of the Company
received a total of 11,836,012 shares of Formula's common stock. Upon
consummation of the Merger the separate corporate existence of the Merger Sub
ceased and the Company survived the Merger as a wholly owned subsidiary of
Formula.

The merger between Formula and the Company was accounted for as a reverse
merger. As the shareholders of the Company (as a group) received the largest
ownership interest in Formula, the Company was determined to be the "accounting
acquirer" in the reverse acquisition. As a result, the historical financial
statements of Formula were replaced with the historical financial statements of
the Company.

On June 9, 2004, the stockholders of Formula approved its reincorporation as a
Delaware corporation by means of a merger with and into the Company, at a
special meeting held on that date. One share of the Company's common stock was
issued for each share of Formula's common stock.

NOTE 3 - GOING CONCERN

As reflected in the accompanying condensed interim consolidated financial
statements, the Company's operations for the nine months ended September 30,
2004, resulted in a net loss of $1,193, and the Company's balance sheet reflects
a net shareholders' deficit of $3,256. The Company's ability to continue
operating as a "going concern" is dependent on its ability to raise sufficient
additional working capital. Management's plans in this regard include raising
additional cash from current and potential stockholders, increased marketing of
its solutions, and obtaining loans.


                                       7


                         VSUS TECHNOLOGIES INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
        NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                          (IN THOUSANDS OF U.S DOLLARS)
                                   (UNAUDITED)

NOTE 4 - STOCK- BASED COMPENSATION

The Company accounts for employee stock-based compensation in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB No. 25), and in accordance with FASB Interpretation No. 44.
Pursuant to these accounting pronouncements, the Company records compensation
for stock options granted to employees over the vesting period of the options
based on the difference, if any, between the exercise price of the options and
the market price of the underlying shares at that date.

Deferred compensation is amortized to compensation expense over the vesting
period of the options.

Had compensation cost for the Company's option plans been determined on the
basis of the fair value at the grant dates, in accordance with the provisions of
SFAS No. 123 "Accounting for Stock-Based Compensation" ("SFAS No. 123"), as
amended by SFAS No. 148 "Accounting for Stock-Based Compensation" ("SFAS No.
148"), the Company's net loss and basic net loss per share would not have been
changed.

For purposes of estimating fair value in accordance with SFAS 123, the Company
utilized the Black - Scholes option-pricing model. The following assumptions
were utilized in such calculations for the nine months ended September 30, 2004
(all in weighted averages):

                Risk-free interest rate                          2%
                Expected life of options                         5
                Expected dividend yield                          None
                Volatility                                       0%

Based on these assumptions, there are no differences in the amount of stock
based compensation according to FASB-123 to the amount measured according to APB
25.

Because the determination of the fair value of options granted in the future
might include an expected volatility factor in addition to the factors described
in the preceding paragraph, and because additional option grants are expected to
be made each year, the above adjustments to SFAS 123 are not representative of
the adjustments to SFAS 123 effects of reported net income for future periods.

NOTE 5- TRANSACTION WITH RELATED PARTY

During the second quarter, the Company paid to a related party $150,000 for
business development and marketing services in Japan.

NOTE 6- SUBSEQUENT EVENT

On November 3, 2004, certain loans and certain accrued interest (the "Loans") in
the aggregate amount of $1.75 million were converted into 350 units of the
Company's securities (the "Units"), at a purchase price of $5,000 per Unit (the
"Original Purchase Price"). Each Unit consisted of: (i) one share of the
Company's Series A Convertible Preferred Stock (the "Preferred Stock"); (ii)
5,000 Class A Warrants; (iii) 5,000 Class B Warrants; and (iii) 5,000 Class C
Warrants (the Class A Warrants, Class B Warrants and Class C Warrants are
hereinafter sometimes referred to collectively as the "Warrants"). Accrued and
unpaid interest on the Loans will be paid to the investors in cash, with the
exception of interest due to one of the investors, which has been included in
the amount of the Loans.


                                       8


                         VSUS TECHNOLOGIES INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)
        NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                          (IN THOUSANDS OF U.S DOLLARS)
                                   (UNAUDITED)

NOTE 6- SUBSEQUENT EVENT (CONTD.)

In accordance with the Certificate of Designation of Series A Convertible
Preferred Stock the Company, filed on July 30, 2004 (the "Certificate of
Designation"), the holders of the Preferred Stock (the "Holders") have certain
preferential dividend and liquidation rights. In addition, the Preferred Stock
is redeemable: (i) at the election of any Holder after thirteen (13) months
following the Closing Date, subject to the Holder's option to have the Company
redeem the Preferred Stock from the proceeds of any offering of the Company's
securities resulting in gross proceeds of $5 million or more (a "Qualified
Offering"), at a purchase price equal to the Original Purchase Price, plus any
accrued and unpaid dividends; or (ii) at the Company's election after sixteen
(16) months following the Closing Date, at a purchase price equal to 130% of the
Original Purchase Price, plus any accrued and unpaid dividends. Also, each of
the 350 shares of Preferred Stock outstanding immediately after this transaction
is convertible into such number of shares of the Company's common stock as is
determined by dividing $5,000, by $0.51. Assuming the conversion of 100% of the
shares of Preferred Stock, the Company will have 3,431,373 additional shares of
common stock outstanding.

Each of the 1,750,000 Class A Warrants the Company issued in connection with
this transaction have a term of one year from the effective date of a
registration statement to be filed by the Company to register the shares of
common stock underlying the shares of Preferred Stock and the Warrants, and an
exercise price of $0.38. Each of the 1,750,000 Class B Warrants the Company
issued in connection with this transaction have a term of three years from the
date of issuance, and an exercise price of $0.68. Each of the 1,750,000 Class C
Warrants issued in connection with this transaction have a term of five years
from the date of issuance, and an exercise price of $0.93. Assuming the exercise
of 100% of the Warrants, the Company will have 5,250,000 additional shares of
common stock outstanding.


                                       9


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     The following discussion should be read in conjunction with the condensed
interim consolidated financial statements and notes thereto set forth in Part I,
Item 1 of this Quarterly Report, and the consolidated financial statements filed
with our amended Current Report on Form 8-K, filed on June 29, 2004. 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.

OVERVIEW

     We are a developer and marketer of highly secure communication systems for
use over the Internet. These communication systems integrate e-mail, instant
messaging, electronic publishing, data storage, mass distribution and
collaboration tools, with automated virus protection and "Spam" filtering.
Security for these systems is provided by our proprietary technology, which is
based on encryption and decryption procedures.

     Our targeted customers include banks, financial services and healthcare
companies, government entities, and any other businesses that need to
communicate in privacy, and in a secure environment. Our secure platform can be
housed at the client's location, or on any of our servers, which are located in
strategic locations throughout the world.

     Our flagship product is "Safe-mail," a highly secure communication system,
which allows companies to exchange, collaborate on, and store confidential
information over the Internet, in complete privacy. The Safe-mail system
utilizes public-key infrastructure (PKI) enabled digital certificates, and
includes, among other things, full function, end-to-end email, folder management
tools for archiving and storing data, and a secure environment for collaborative
document development. In the near future, we plan to release a customizable
version of this product, which will allow users to develop personalized versions
of this technology, utilizing some or all of its functionality.

     We were organized in the State of Delaware on September 21, 2000. Effective
as of April 15, 2004, we became a wholly-owned subsidiary of Formula Footwear,
Inc., when we merged with Formula Acquisition Corp., its wholly-owned Delaware
subsidiary, which was organized for that purpose. Subsequently, on June 9, 2004,
our parent company, Formula Footwear, Inc., merged with and into our company,
with our company continuing as the surviving corporation and successor filer.

     We are a development stage enterprise. To date we have incurred significant
losses from operations and at September 30, 2004, had an accumulated deficit of
$3,256,000. At September 30, 2004, we had $208,000 of cash and cash equivalents.
We believe that based on our current cash position, we have sufficient capital
to fund our operations through April 2005. Until such time as we generate
sufficient revenues from the sale of our products, 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. However, there is no
assurance that we will be able to raise additional capital when necessary.


                                       10


RESULTS OF OPERATIONS

THE THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE THREE MONTHS
ENDED SEPTEMBER 30, 2003

     REVENUE: Revenue increased $117,000, or 260.0%, to $162,000 in the three
month period ended September 30, 2004, as compared to $45,000 in the three month
period ended September 30, 2003. This increase was primarily due to the
increased sales of our products as a result of an intensified marketing effort.

     RESEARCH AND DEVELOPMENT EXPENSES: Research and development expenses
consist primarily of personnel costs and consulting expenses directly associated
with the development of our software applications. During the three months ended
September 30, 2004, we incurred expenses of $58,000 developing our technology,
an increase of $20,000, or 52.6%, over the $38,000 we incurred during the three
months ended September 30, 2003. The primary reason for this increase in
research and development expenses, was an increase in related personnel costs.

     SALES AND MARKETING EXPENSES: Sales and marketing expenses consist
primarily of personnel costs, professional fees, communications expenses and
other miscellaneous costs associated with supporting our sales and marketing
activities. During the three months ended September 30, 2004 we incurred
expenses of $85,000 selling and marketing our products, as compared to $58,000
during the three months ended September 30, 2003. This increase of $27,000, or
46.6%, is primarily a result of our increased efforts in the marketing of our
products.

     GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses
consist primarily of personnel costs, occupancy costs and other miscellaneous
costs associated with supporting our operations. During the three months ended
September 30, 2004 we incurred $163,000 in general and administrative expenses,
as compared to $224,000 during the three months ended September 30, 2003. This
decrease of $61,000, or 27.2%, is primarily a result of the decrease in our
amortization of stock-based compensation.

     FINANCING EXPENSES: Financing expenses consist primarily of interest and
other costs of our financing activities. During the three months ended September
30, 2004, we incurred $60,000 in financing expenses, an increase of $52,000, or
650.0%, over the $8,000 incurred during the three months ended September 30,
2003. This increase occurred primarily as a result of our issuance of promissory
notes in connection with our borrowing of funds.

     NET LOSS: We incurred a net loss of $216,000 ($0.01 per share) for the
three months ended September 30, 2004, compared to $297,000 ($0.02 per share)
for the three months ended September 30, 2003. Our revenues and future
profitability are substantially dependent on our ability to:

     o    continue the development of products based on our technology;

     o    identify additional clients to purchase our products;

     o    continue to operate successfully;

     o    modify our software applications, over time, to provide enhanced
          benefits to then-existing users; and


                                       11


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

THE NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2003

     REVENUE: Revenue increased $152,000, or 134.5%, to $265,000 in the nine
month period ended September 30, 2004, as compared to $113,000 in the nine month
period ended September 30, 2003. This increase was primarily due to the
increased sales of our products due to an intensified marketing effort.

     RESEARCH AND DEVELOPMENT EXPENSES: Research and development expenses
consist primarily of personnel costs and consulting expenses directly associated
with the development of our software applications. During the nine months ended
September 30, 2004, we incurred expenses of $166,000 developing our technology,
an increase of $38,000, or 29.7%, over the $128,000 we incurred during the nine
months ended September 30, 2003. The primary reason for this increase in
research and development expenses, was an increase in related personnel costs.

     SALES AND MARKETING EXPENSES: Sales and marketing expenses consist
primarily of personnel costs, professional fees, communications expenses and
other miscellaneous costs associated with supporting our sales and marketing
activities. During the nine months ended September 30, 2004 we incurred expenses
of $343,000 selling and marketing our products, as compared to $135,000 during
the nine months ended September 30, 2003. This increase of $208,000, or 154.1%,
is primarily a result of our increased efforts in the marketing of our products,
especially in Japan.

     GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses
consist primarily of personnel costs, occupancy costs and other miscellaneous
costs associated with supporting our operations. During the nine months ended
September 30, 2004 we incurred $526,000 in general and administrative expenses,
as compared to $676,000 during the nine months ended September 30, 2003. This
decrease of $150,000, or 22.2%, is primarily a result of the decrease in our
amortization of stock-based compensation.

     FINANCING EXPENSES: Financing expenses consist primarily of interest and
other costs of our financing activities. During the nine months ended September
30, 2004, we incurred $168,000 in financing expenses, an increase of $145,000,
or 630.4%, over the $23,000 incurred during the nine months ended September 30,
2003. This increase occurred primarily as a result of our issuance of promissory
notes in connection with our borrowing of funds.

     MERGER EXPENSES: Merger expenses consist primarily of legal, accounting and
other professional fees we incurred in connection with our merger with Formula
Footwear, Inc., our former parent company. During the nine months ended
September 30, 2004, we incurred expenses of $219,000 in connection with our
merger with Formula Footwear, Inc., our former parent. There were no comparable
expenses during the nine months ended September 30, 2003.

     NET LOSS: We incurred a net loss of $1,193,000 ($0.08 per share) for the
nine months ended September 30, 2004, compared to $892,000 ($0.08 per share) for
the nine months ended September 30, 2003. Our revenues and future profitability
are substantially dependent on our ability to:

     o    continue the development of products based on our technology;

     o    identify additional clients to purchase our products;


                                       12


     o    continue to operate successfully;

     o    modify our software applications, over time, to provide enhanced
          benefits to then-existing users; and

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

LIQUIDITY AND CAPITAL RESOURCES

     GENERAL: We are a development stage enterprise. As such, our historical
results of operations are unlikely to provide a meaningful understanding of the
activities expected to take place over the next twelve months. Our major
initiatives through that period are:

     o    furthering the development of our products;

     o    obtaining commercial sales of our products, and continuing our current
          marketing program; and

     o    seeking acquisitions of additional businesses and assets that will be
          beneficial to our company and its stockholders.

     Since inception, we have primarily funded our operations from private
placements of debt and equity. Until such time as we are able to generate
adequate revenues from the sale of our software applications, we cannot assure
that cash from the issuance of debt securities, the exercise of existing
warrants and the placements of additional equity securities will be sufficient
to fund our long-term research and development and general and administrative
expenses.

     At September 30, 2004, we had negative working capital of $1,795,000,
compared to negative working capital of $597,000 at December 31, 2003. This
significant decrease in working capital occurred primarily as a result of our
borrowing of funds to complete our merger with Formula Footwear, Inc., our
former parent company, and to fund our operations.

     We had $208,000 of cash and cash equivalents on hand at September 30, 2004,
compared to $661,000 at December 31, 2003. We anticipate, based on currently
proposed plans and assumptions relating to our operations, that our cash balance
will more likely than not be sufficient to satisfy our operations and capital
requirements through April 2005. There can be no assurance, however, that such
funds will not be expended prior thereto. Until such time as we generate
sufficient revenues from the sale of our products, 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. We have no current
arrangements with respect to any additional financing. Consequently, there can
be no assurance that any future financing will be available to us when needed,
and on commercially reasonable terms. Our inability to derive sufficient
revenues form the sale of our products, or obtain additional financing when
needed, would have a material adverse effect on our company, requiring us to
curtail or cease operations. In addition, any equity financing may involve
substantial dilution to our then current stockholders.

     USES OF CAPITAL: Since inception we have directed our efforts towards the
development and marketing of our software applications. Our objective is to gain
market recognition for our company and


                                       13


our products, in order to generate future commercial sales of our products in
the earliest time-frame possible.

     NET CASH FLOW USED IN OPERATIONS: During the nine months ended September
30, 2004, we used $788,000 in operations, compared to earning $1,000 from
operations during the nine months ended September 30, 2003. This increase in
cash used in operations was primarily due to expenses related to our merger with
Formula Footwear, Inc., our former parent, combined with an increase in sales
and marketing expenses.

     NET CASH USED IN INVESTING ACTIVITIES: During the nine months ended
September 30, 2004, we used $238,000 in investing activities, compared to
$18,000 invested during the nine months ended September 30, 2003. This increase
was primarily due to our merger with Formula Footwear, Inc., our former parent
company.

     NET CASH FROM FINANCING ACTIVITIES: During the nine months ended September
30, 2004, we raised $573,000 from financing activities, compared to $4,000
during the nine months ended September 30, 2003. This increase was primarily due
to our issuance of promissory notes in connection with our merger with Formula
Footwear, Inc., our former parent.

OFF-BALANCE SHEET ARRANGEMENTS

     As of June 9, 2004, we acquired our former parent, Formula Footwear, Inc.
In order to consummate this merger, as well as fund our operations, we borrowed
an aggregate of $1,700,000 in loans from several lenders. As of November 3,
2004, we converted these loans, plus $50,000 in interest accrued on one lender's
loan, into 350 units of our securities, at a purchase price of $5,000 per unit.
Each of the 350 units consisted of: (i) one share of Series A Preferred Stock,
(ii) 5,000 Class A Warrants, (iii) 5,000 Class B Warrants, and (iv) 5,000 Class
C Warrants.

     This conversion of loans to securities enabled us to decrease our current
liabilities, and thereby increase our working capital.

     Each of the 350 shares of Series A Preferred Stock outstanding after this
conversion are further convertible into such number of shares of common stock,
as is determined by dividing $5,000, by $0.51. Assuming the conversion of 100%
of the shares of Series A Preferred Stock, we will have 3,431,373 additional
common shares outstanding.

     Each of the 1,750,000 Class A Warrants have a term of one year from the
effective date of a registration statement to be filed by us to register the
shares underlying the shares of Series A Preferred Stock, Class A Warrants,
Class B Warrants and Class C Warrants, and an exercise price of $0.38. Each of
the 1,750,000 Class B Warrants have a term of three years from the date of
issuance, and an exercise price of $0.68. Each of the 1,750,000 Class C Warrants
have a term of five years from the date of issuance, and an exercise price of
$0.93. Assuming the exercise of 100% of the Class A Warrants, Class B Warrants
and Class C Warrants, we will have 5,250,000 additional common shares
outstanding, and will have raised an additional $3,482,500.


                                       14


ITEM 3. CONTROLS AND PROCEDURES.

     The term "disclosure controls and procedures" is defined in Rules 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934. This term refers to the
controls and procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified by the Securities and Exchange
Commission. Our management, including our principal executive officer and
principal financial officer, has evaluated the effectiveness of disclosure
controls and procedures as of the end of the period covered by this quarterly
report. Based upon that evaluation, our principal executive officer and
principal financial officer have concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this annual
report.

     There were no changes to our internal controls over financial reporting
during our last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.


                                       15


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     We are not a party to any pending legal proceedings. To the knowledge of
management, no federal, state or local governmental agency is presently
contemplating any proceeding against us. No director, executive officer or
affiliate of ours, or owner of record of more than 5% of our common stock is a
party adverse to us, or has a material interest adverse to us in any proceeding.


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

CHANGES IN SECURITIES

     On October 25, 2004, we filed a Certificate of Designation of Series B
Participating Preferred Stock with the Secretary of State of the State of
Delaware, designating a class of 1,000 shares of Series B Participating
Preferred Stock, and on November 8, 2004, we filed an Amended Certificate of
Designation of Series B Participating Preferred Stock. In accordance with the
Amended Certificate of Designation of Series B Participating Preferred Stock,
the holders of our Series B Participating Preferred Stock will have certain
preferential dividend and liquidation rights. In addition, each share of Series
B Participating Preferred Stock will be convertible into shares of our common
stock under certain circumstances. As of the date hereof, no shares of our
Series B Participating Preferred Stock have been issued.

     On October 25, 2004, we filed a Certificate of Designation of Series C
Convertible Preferred Stock with the Secretary of State of the State of
Delaware, designating a class of 1,150 shares of Series C Convertible Preferred
Stock. In accordance with the Certificate of Designation of Series C Convertible
Preferred Stock, the holders of our Series C Convertible Preferred Stock will
have certain preferential voting rights. In addition, each share of Series C
Convertible Preferred Stock will be convertible into shares of our common stock
under certain circumstances. As of the date hereof, no shares of our Series C
Convertible Preferred Stock have been issued.

RECENT SALES OF UNREGISTERED SECURITIES

     As of November 3, 2004, we converted an aggregate of $1,750,000 in loans,
and certain accrued interest, into 350 units of our securities, at a purchase
price of $5,000 per unit. Each of the 350 units consisted of: (i) one share of
our Series A Preferred Stock, (ii) 5,000 Class A Warrants, (iii) 5,000 Class B
Warrants, and (iv) 5,000 Class C Warrants.

     Each of the 350 shares of Series A Preferred Stock outstanding after this
conversion are further convertible into such number of shares of common stock,
as is determined by dividing $5,000, by $0.51. Assuming the conversion of 100%
of the shares of Series A Preferred Stock, we will have 3,431,373 additional
common shares outstanding.

     Each of the 1,750,000 Class A Warrants have a term of one year from the
effective date of a registration statement to be filed by us to register the
shares underlying the shares of Series A Preferred Stock, Class A Warrants,
Class B Warrants and Class C Warrants, and an exercise price of $0.38. Each of
the 1,750,000 Class B Warrants have a term of three years from the date of
issuance, and an exercise price of $0.68. Each of the 1,750,000 Class C Warrants
have a term of five years from the date of


                                       16


issuance, and an exercise price of $0.93. Assuming the exercise of 100% of the
Class A Warrants, Class B Warrants and Class C Warrants, we will have 5,250,000
additional common shares outstanding.

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

     Except as set forth above, we did not sell any unregistered securities
during the third quarter of 2004. In addition, we did not repurchase any of our
equity securities during the third quarter of 2004.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None


ITEM 5. OTHER INFORMATION.

     On August 31, 2004, we organized First Info Network, Inc. and VSUS Secured
Services, Inc., as wholly-owned subsidiaries of ours. These subsidiaries were
formed in contemplation of certain business transactions, including potential
acquisitions of existing businesses or assets.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS

     2.1  Agreement and Plan of Merger, by and between Formula Footwear, Inc.
          and VSUS Technologies Incorporated, dated April 20, 2004(1)

     2.2  Certificate of Merger of Formula Footwear, Inc. with and into VSUS
          Technologies Incorporated, filed as of June 9, 2004(1)

     4.1  Certificate of Designation of Series A Convertible Preferred Stock,
          filed as of July 30, 2004(2)

     4.2  Amended Certificate of Designation of Series B Participating Preferred
          Stock, filed as of November 8, 2004(4)

     4.3  Certificate of Designation of Series C Convertible Preferred Stock,
          filed as of October 25, 2004(4)

     4.4  Form of Class A Warrant(3)

     4.5  Form of Class B Warrant(3)

     4.6  Form of Class C Warrant(3)

     10.1 Series A Unit Purchase Agreement(3)

     10.2 Registration Rights Agreement(3)

     10.3 Security Agreement(3)

     10.4 Cash Collateral Escrow Agreement(3)

     10.5 Lock-Up Agreement(3)

     31.1 Certification of Amiram Ofir pursuant to Section 13a-14(a)(4)


                                       17


     31.2 Certification of Matis Cohen pursuant to Section 13a-14(a)(4)

     32.1 Certification of Amiram Ofir and Matis Cohen pursuant to
          Section 1350(4)

-------------------
(1)  Incorporated by reference from our Current Report on Form 8-K, dated
     June 9, 2004

(2)  Incorporated by reference from our Quarterly Report on Form 10-QSB, filed
     August 16, 2004 (3) Incorporated by reference from our Current Report on
     Form 8-K, dated November 3, 2004 (4) Filed herewith

REPORTS ON FORM 8-K

     On November 8, 2004, we filed a Current Report on Form 8-K, to report our
conversion of $1,750,000 in loans, and certain accrued interest, into 350 units
of our securities, each consisting of: (i) one share of Series A Preferred
Stock, (ii) 5,000 Class A Warrants, (iii) 5,000 Class B Warrants, and (iv) 5,000
Class C Warrants.


                                       18


                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                       VSUS TECHNOLOGIES INCORPORATED

Date:  November 15, 2004               By:  /s/ Amiram Ofir
     ----------------------                ------------------------------------
                                                Amiram Ofir
                                                Chief Executive Officer


Date:  November 15, 2004               By:  /s/ Matis Cohen
     ----------------------                -------------------------------------
                                                Matis Cohen
                                                President


                                       19


                                  EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION

     2.1  Agreement and Plan of Merger, by and between Formula Footwear, Inc.
          and VSUS Technologies Incorporated, dated April 20, 2004(1)

     2.2  Certificate of Merger of Formula Footwear, Inc. with and into VSUS
          Technologies Incorporated, filed as of June 9, 2004(1)

     4.1  Certificate of Designation of Series A Convertible Preferred Stock,
          filed as of July 30, 2004(2)

     4.2  Amended Certificate of Designation of Series B Participating Preferred
          Stock, filed as of November 8, 2004(4)

     4.3  Certificate of Designation of Series C Convertible Preferred Stock,
          filed as of October 25, 2004(4)

     4.4  Form of Class A Warrant(3)

     4.5  Form of Class B Warrant(3)

     4.6  Form of Class C Warrant(3)

     10.1 Series A Unit Purchase Agreement(3)

     10.2 Registration Rights Agreement(3)

     10.3 Security Agreement(3)

     10.4 Cash Collateral Escrow Agreement(3)

     10.5 Lock-Up Agreement(3)

     31.1 Certification of Amiram Ofir pursuant to Section 13a-14(a)(4)

     31.2 Certification of Matis Cohen pursuant to Section 13a-14(a)(4)

     32.1 Certification of Amiram Ofir and Matis Cohen pursuant to
          Section 1350(4)

-------------------
(1)  Incorporated by reference from our Current Report on Form 8-K, dated
     June 9, 2004

(2)  Incorporated by reference from our Quarterly Report on Form 10-QSB, filed
     August 16, 2004

(3)  Incorporated by reference from our Current Report on Form 8-K, dated
     November 3, 2004

(4)  Filed herewith


                                       20`