SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kissos Eli

(Last) (First) (Middle)
17/19 HAFETZ HAIM STREET

(Street)
KIRYAT-ATA L3 28032

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VSUS TECHNOLOGIES INC [ VSUS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/02/2005 J(1)(2) 453,000 D (1)(2) 85,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. In consideration for services to be rendered by Mr. Kissos in connection with his appointment as the President and a director of the Issuer, Mr. Kissos was issued an aggregate of 5,038,000 shares of Common Stock of the Issuer (the "Kissos Shares"), pursuant to an Employment Agreement between the parties (the "Employment Agreement"). As of May 27, 2005, Mr. Kissos transferred 4,500,000 of the Kissos Shares to a lender, in repayment of a loan. As of September 2, 2005, a Resignation Agreement between Mr. Kissos and the Issuer (the "Resignation Agreement") became effective.
2. (continued from footnote 1) As a result of the Resignation Agreement, among other things, (a) Mr. Kissos resigned as the President and a director of the Issuer, (b) the Employment Agreement was terminated, and (c) Mr. Kissos returned 453,000 of the Kissos Shares to the Issuer, to be replaced in the Issuer's number of authorized but issued shares of Common Stock. As a result of the foregoing, Mr. Kissos is no longer subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended.
/s/ Eli Kissos 09/07/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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