TABLE OF CONTENTS

                                                           Page
THE COMPANY...................................................3
RISK FACTORS..................................................3
USE OF PROCEEDS...............................................6
SELLING SECURITY HOLDERS......................................6
PLAN OF DISTRIBUTION..........................................7
LEGAL MATTERS.................................................7
EXPERTS.......................................................7

THE COMPANY

General

Stratesec Incorporated (which we refer to as "we," "us," or "Stratesec") is a single-source provider of comprehensive technology-based security solutions for medium and large commercial and government facilities in the United States and abroad. We offer a broad range of services, including:

o consulting and planning;
o engineering and design;
o systems integration; and
o maintenance and technical support.

Because we offer this full range of capabilities we are able to provide our clients with any combination of these services or complete turnkey solutions for complex security projects. The solutions we provide include integrated security systems comprised of a command center managing one or more subsystems or components, primarily access control systems, intrusion detection systems, closed circuit television systems, critical condition monitoring systems and fire detection systems. We are not aware of any other company providing this comprehensive range of services on a national basis.

We began operations in 1987 in association with a large privately held engineering firm. In 1992, we became independent from the engineering firm in conjunction with a capital infusion from a private investment group. Since 1992, we have devoted a substantial amount of resources and capital to enhancing our technical capability and services offerings, hiring and training key personnel and expanding our client base. In addition to our headquarters office in Sterling, Virginia, which is in the Washington, D.C. metropolitan area, we have regional offices in Atlanta and Dallas.