UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2005
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-30178
VIEW SYSTEMS, INC.
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 59-2928366
----------------------- -----------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
1550 Caton Center Drive, Suite E, Baltimore, Maryland 21227
-----------------------------------------------------------
(Address of principal executive offices)
Issuer's telephone number: (410) 242-8439
--------------
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 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 is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of October 25, 2005, View Systems, Inc. had 86,382,422 shares of common
stock outstanding.
Transitional small business disclosure format: Yes [ ] No [X]
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements..............................................2
Item 2. Management's Discussion and Analysis or Plan of Operation.........8
Item 3. Controls and Procedures..........................................12
PART II: OTHER INFORMATION
Item 6. Exhibits.........................................................12
Signatures................................................................13
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial information set forth below with respect to our statements of
operations for the three and nine month periods ended September 30, 2005 and
2004 is unaudited. This financial information, in the opinion of management,
includes all adjustments consisting of normal recurring entries necessary for
the fair presentation of such data. The results of operations for the nine
month period ended September 30, 2005 are not necessarily indicative of
results to be expected for any subsequent period.
2
View Systems, Inc. and Subsidiaries
Consolidated Balance Sheets
ASSETS
September 30, December 31,
2005 2004
-------------- -------------
Current Assets
Cash $ 4,109 $ 173,486
Accounts Receivable (Net of allowance of
$20,054 at December 31, 2004) 146,973 108,342
Inventory 26,197 61,197
-------------- -------------
Total current assets 177,279 343,025
-------------- -------------
Property & Equipment (Net) 20,521 14,803
-------------- -------------
Other Assets
Licenses 1,626,854 1,626,854
Loans to Shareholder 62,000 66,500
Due from Affiliates 107,575 98,457
Deposits 5,191 2,319
-------------- -------------
Total Other Assets 1,801,620 1,794,130
-------------- -------------
Total Assets $ 1,999,420 $ 2,151,958
============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 134,547 $ 331,776
Accrued Expenses 15,238 100,548
Accrued Interest 74,100 66,000
Notes Payable 101,000 149,000
-------------- -------------
Total Current Liabilities 324,885 647,324
-------------- -------------
Stockholders' Equity
Preferred Stock, Authorized 10,000,000
Shares, $.01 Par Value, Issued and
Outstanding 7,171,725 71,717 -
Common Stock, Authorized 100,000,000
Shares, $0.001 Par Value,
Issued and Outstanding 85,100,422 85,101 -
Issued and Outstanding 76,533,922 - 76,534
Additional Paid in Capital 17,687,580 17,119,596
Retained Earnings (Deficit) (16,169,863) (15,691,496)
-------------- -------------
Total Stockholders' Equity 1,674,535 1,504,634
-------------- -------------
Total Liabilities and Stockholders' Equity $ 1,999,420 $ 2,151,958
============== =============
The accompanying notes are an integral part of these
consolidated financial statements.
3
View Systems, Inc. and Subsidiaries
Consolidated Statements of Operations
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
2005 2004 2005 2004
---------------- --------------- --------------- --------------
Revenues, Net $ 338,941 $ 188,029 $ 820,497 $ 380,423
Cost of Sales 109,541 32,765 339,049 138,963
---------------- --------------- --------------- --------------
Gross Profit (Loss) 229,400 155,264 481,448 241,460
---------------- --------------- --------------- --------------
Operating Expenses
Business development 28,218 - 60,864 -
General & Administrative 57,724 184,259 151,744 564,937
Professional Fees 323,466 11,972 393,322 94,146
Salaries and Benefits 111,021 98,806 345,386 339,016
---------------- --------------- --------------- --------------
Total operating expenses 520,429 295,037 951,316 998,099
---------------- --------------- --------------- --------------
Net Operating Income (Loss) (291,029) (139,773) (469,868) (756,639)
---------------- --------------- --------------- --------------
Other Income (Expense)
Interest Expense (2,961) (2,958) (8,499) (31,269)
---------------- --------------- --------------- --------------
Total Other Income (Expense) (2,961) (2,958) (8,499) (31,269)
---------------- --------------- --------------- --------------
Net Income (Loss) $ (293,990) $ (142,731) $ (478,367) $ (787,908)
================ =============== =============== ==============
Net Income (Loss) Per Share $ (0.00) $ 0.00 $ (0.01) $ (0.01)
================ =============== =============== ==============
Weighted Average Shares Outstanding 83,304,922 70,341,359 79,990,172 65,895,908
================ =============== =============== ==============
The accompanying notes are an integral part of these consolidated financial statements.
4
View Systems, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity (Deficit)
Additional Retained
Preferred Stock Common Stock Paid-in Earnings
Shares Amount Shares Amount Capital (Deficit)
-------------- ---------- ------------- ---------- ------------- -------------
Balance, December 31, 2003 - - 62,730,619 $ 62,730 $ 15,604,609 $(14,505,017)
Cancellation of shares - - (100,000) (100) (4,900) -
January - March 2004 -
shares issued for cash - - 244,500 245 34,755 -
January - March 2004 -
shares issued for services - - 932,000 932 203,048 -
April - June 2004 - shares
issued for cash - - 84,333 84 11,916 -
April - June 2004 - shares
issued for services - - 221,250 221 39,979 -
June 2004 - shares issued
for payment of notes payable
and accrued interest - - 5,221,050 5,221 516,884 -
July - September 2004 - shares
issued for cash - - 100,000 100 19,900 -
July - September 2004 - shares
issued for services - - 781,600 782 108,642 -
September 2004 - shares issued
in settlement of litigation - - 2,000,000 2,000 178,000 -
October - December 2004 -
shares issued for cash - - 1,066,750 1,067 89,833 -
December 2004 - shares issued
for payment of notes payable
and accrued interest - - 3,251,820 3,252 321,930 -
Cost of issuance of common stock - - - - (5,000) -
Net loss for the year ended
December 31, 2004 - - - - - (1,186,479)
-------------- ---------- ------------- ---------- ------------- -------------
Balance, December 31, 2004 - - 76,533,922 76,534 17,119,596 (15,691,496)
January - March 2005 - shares
issued for cash - - 155,000 155 15,345 -
January - March 2005 -
shares issued in payment
of accounts payable - - 128,000 128 18,872 -
April - June 2005 - shares
issued for cash - - 2,287,500 2,288 114,713 -
April - June 2005 - shares
issued for services - - 2,405,000 2,405 68,745 -
July - September 2005 -
shares issued for cash - - 612,000 612 55,588 -
July - September 2005 -
shares issued for services - - 2,979,000 2,979 294,721 -
July - September 2005 -
shares issued in payment
of notes payable 4,800,000 48,000 - - - -
July - September 2005 -
shares issued for services 2,371,725 23,717 - - - -
Net loss for the period
ended September 30, 2005 - - - - - (478,367)
-------------- ---------- ------------- ---------- ------------- -------------
Balance, September 30, 2005 7,171,725 $ 71,717 85,100,422 $ 85,100 $ 17,687,580 $(16,169,863)
============== ========== ============= ========== ============= =============
5
Cash Flows from Operating Activities:
Net Income (Loss) $ (478,367) $ (787,908)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operations:
Depreciation and Amortization 7,379 23,690
Stock Issued for Services 392,567 348,804
Loss on Settlement of Debt - 3,750
Changes in Operating Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable (38,631) (34,197)
Inventory 35,000 -
Deposits (2,872) -
Increase (Decrease) in:
Accounts Payable (178,229) (106,373)
Accrued Expenses (77,210) (39,971)
--------------- --------------
Net Cash Used by Operating Activities (340,363) (592,205)
--------------- --------------
Cash Flows from Investing Activities:
Purchases of Equipment (13,096) -
Funds Advanced (to) from Affiliated Entities (9,118) -
--------------- --------------
Net Cash Used in Investing Activities (22,214) -
--------------- --------------
Cash Flows from Financing Activities:
Funds Advanced (to) from Stockholders 4,500 591,685
Proceeds from Stock Issuance 188,700 80,500
--------------- --------------
Net Cash Provided by Financing Activities 193,200 672,185
--------------- --------------
Increase (Decrease) in Cash (169,377) 79,980
Cash and Cash Equivalents at Beginning of Period 173,486 19,899
--------------- --------------
Cash and Cash Equivalents at End of Period $ 4,109 $ 99,879
=============== ==============
Cash Paid For:
Interest $ 399 $ -
Income Taxes $ - $ -
Non-Cash Activities:
Stock Issued in Payment of Accounts Payable $ 19,000 $ 180,000
Stock Issued for Notes Payable and Accrued Interest $ 48,000 $ 522,105
The accompanying notes are an integral part of these consolidated financials
6
View Systems, Inc.
Notes to the Consolidated Financial Statements
September 30, 2005
GENERAL
View Systems, Inc. (the Company) has elected to omit substantially all
footnotes to the financial statements for the nine months ended September 30,
2005 since there have been no material changes (other than indicated in other
footnotes) to the information previously reported by the Company in their
Annual Report filed on the Form 10-KSB for the twelve months ended December
31, 2004.
PREFERRED STOCK
In July 2005 the Company issued 7,171,725 shares of Series A Preferred Stock
in payment of notes payable and for services. The issuance had been
previously authorized by the Board of Directors. Each share of Series A
Preferred Stock has a liquidation preference, in the event of liquidation of
the corporation, of $0.01 per share before any payment or distribution is made
to the holders of common stock. The Series A Preferred has no conversion
rights into common stock. Each share of Series A Preferred is entitled to
fifteen votes and shall be entitled to vote on any matters brought to a vote
on the common stock shareholders.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented. The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.
7
In this report references to "View Systems," "we," "us," and "our" refer to
View Systems, Inc. and its subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Securities and Exchange Commission ("SEC") encourages companies to
disclose forward-looking information so that investors can better understand
future prospects and make informed investment decisions. This report contains
these types of statements. Words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "project," or "continue" or comparable terminology
used in connection with any discussion of future operating results or
financial performance identify forward-looking statements. You are cautioned
not to place undue reliance on the forward-looking statements, which speak
only as of the date of this report. All forward-looking statements reflect
our present expectation of future events and are subject to a number of
important factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
EXECUTIVE OVERVIEW
View Systems acquires, develops and markets technologies related to
surveillance, detection and security for the purpose of commercializing them.
We offer:
. Visual First Responder - a lightweight, wireless camera system housed in
a tough, waterproof flashlight body.
. SecureScan Concealed Weapons Detection System - a walk-through concealed
weapons detector which uses sensing technology and artificial
intelligence algorithms to accurately pinpoint the location, size and
number of concealed weapons.
. ViewMaxx Digitial Video products - a high-resolution, digital video
recording and real-time monitoring system.
In 2004 we worked diligently to make engineering design changes to the
SecureScan product to accommodate the price points required by competitive
pressures. In 2005 we contracted with the University of Northern Florida to
design new sensor boards for the SecureScan product which allowed us to reduce
the installed sensor cost by a factor of four. The new lower costs allow us
to offer price points to the market which compete directly with traditional
metal detectors. We believe the new reduced price points and the enhanced
interface abilities of our products will allow us to be more competitive.
During 2005 we have continued to provide live demonstrations of our SecureScan
product at sporting and entertainment venues, expos, and at state corrections
facilities. We also have provided demonstrations of our Visual First
Responder for police and civil support teams. These demonstrations have
raised interest in our products and resulted in increased orders of our
products.
During 2005 we continue to establish new partnerships, add active resellers
and dealers and we hired four sales representatives to build a United States
domestic network for the sale and distribution of our products within the 48
states. However, we cannot assure you that we will be able to develop these
sales and distribution channels to a level which will result in increased
revenues or continued profitability.
In August 2005 we contracted with Inter-Connect Electronics, Inc. to
manufacture and assemble our Visual First Responder units. We have also
contracted with Sports Field Specialties, LLC, an experienced manufacturer, to
build the SecureScan line. These manufacturing agreements allowed us to
outsource our manufacturing which reduced our labor cost and cleared our
backlog for our product lines.
For the next twelve months our primary challenge will be to more fully develop
our sales and distribution network for the United States. In October we
established an account executive in New York and in November we established a
sales and service office in New Jersey. Management anticipates that these
actions will improve sales in those geographical areas.
8
LIQUIDITY AND CAPITAL RESOURCES
While our revenues are increasing each quarter, we are unable to satisfy our
operating expenses with revenues alone. Net cash used by operating activities
was $340,363 for the nine month period ended September 30, 2005 (the "2005
nine month period") compared to $592,205 for the nine month period ended
September 30, 2004 (the "2004 nine month period").
For the short term, management believes that revenues, advances from
shareholders and sales of our common stock will provide funds for operations
and further development of our business plan. For the long term, management
expects that the development of our sales and distribution channels will
increase our revenues; however, we will need to continue to raise additional
funds through loans and sales of our common stock, as needed.
FINANCING
We have financed our operations primarily through revenues and private
financing. Net cash provided by financing activities for the 2005 nine month
period was $193,200, primarily from proceeds from sales of common stock. Net
cash provided by financing activities for the 2004 nine month period was
$672,185, with $591,685 of that amount related to funds advanced by
stockholders. We estimate that we will require additional financing of
approximately $500,000 to meet our needs for the next six months. We intend
to use this financing to increase ongoing operations to self-sustaining levels
and increase profits.
Management believes that it will be essential to continue to raise additional
capital, both internally and externally, to compete in our markets. We cannot
assure you that we will be able to obtain financing on favorable terms and we
may be required to further reduce expenses and scale back our operations. In
addition to accessing the public and private equity markets, we will pursue
bank credit lines and equipment leases for certain capital expenditures, if
necessary.
COMMITMENTS AND CONTINGENT LIABILITIES
Our base rent for operating leases related to our principal office and
manufacturing facility is approximately $2,300 per month, with an annual rent
escalator of 3%. At December 31, 2004, future minimum payments for operating
leases related to our office and manufacturing facility were $19,964 through
2006.
Our total current liabilities of $324,885 at September 30, 2005 included
accounts payable of $134,547, accrued expenses of $15,238, accrued interest of
$74,100 and notes payable of $101,000.
OFF-BALANCE SHEET ARRANGEMENTS
None.
RESULTS OF OPERATIONS
The following discussions are based on the unaudited consolidated financial
statements of View Systems and its subsidiaries. These charts and discussions
summarize our financial statements for the three and nine month periods ended
September 30, 2004 and 2005 and should be read in conjunction with the
financial statements, and notes thereto, included with this report at Part I,
Item 1, above.
Summary Comparison of Three and Nine Month Period Operations
-------------------------------------------------------------
Three month Three month Nine month Nine month
period ended period ended period ended period ended
Sept. 30, 2005 Sept. 30, 2004 Sept. 30, 2005 Sept. 30, 2004
-------------- -------------- -------------- --------------
9
Revenues, net $ 338,941 $ 188,029 $ 820,497 $ 380,423
Cost of sales 109,541 32,765 339,049 138,963
Gross profit 229,400 155,264 481,448 241,460
Total operating
expenses 520,429 295,037 951,316 998,099
Total other income
(expense) (2,961) (2,958) (8,499) (31,269)
Net income (loss) (293,990) (142,731) (478,367) (787,908)
Net earnings (loss)
per share $ (0.00) $ (0.00) $ (0.01) $ (0.01)
Due to increased sales of our products, revenues for the three month period
ended September 30, 2005 (the "2005 third quarter") increased 180.1% compared
to the three month period ended September 30, 2004 (the "2004 third quarter").
Revenues for the 2005 nine month period increased 115.7% compared to the 2004
nine month period. However, costs of sales also increased 234.3% for the 2005
third quarter compared to the 2004 third quarter and they increased 144.0% for
the 2005 nine month period compared to the 2004 nine month period. Despite
the increase in cost of sales, the increased revenues resulted in a gross
profit increase of 47.7% for the 2005 third quarter compared to the 2004 third
quarter and an increase of 99.4% for the 2005 nine month period compared to
the 2004 nine month period.
For the 2005 third quarter total operating expense increased 76.4% compared to
the 2004 third quarter. The increase in the 2005 third quarter was primarily
a result of additional business development expenses and increased
professional fees. For the 2005 nine month period total operating expense
decreased 4.7% compared to the 2004 nine month period. This decrease was
primarily the result of a 73.1%, decrease in general and administrative
expenses.
Total other expense for the 2005 and 2004 comparable periods was related to
interest on loans.
As a result of the above, our net loss increased 106.0% for the 2005 third
quarter compared to the 2004 third quarter, but decreased 39.3% for the 2005
nine month period compared to the 2004 nine month period.
The following chart summarizes our balance sheet at September 30, 2005 and
December 31, 2004
Summary Balance Sheet
-------------------------
For nine month
period ended For the year ended
September 30, 2005 December 31, 2004
------------------ ------------------
Cash and cash equivalents $ 4,109 $ 173,486
Total current assets 177,279 343,025
Total assets 1,999,420 2,151,958
Total current liabilities 324,885 647,324
Retained earnings (Deficit) (16,169,863) (15,691,496)
Total stockholders equity $ 1,674,535 $ 1,504,634
10
Our total assets decreased at September 30, 2005 primarily as a result of
decreases in cash and inventory. Total current liabilities decreased
primarily due to decreases in accounts payable and accrued expenses. In
September 2005 three investors paid accounts payable totaling $237,357 on our
behalf. In consideration for this payment we issued an aggregate of 2,390,000
shares to the investors. Of the 2,390,000 shares, Starr Consulting, Inc.
received 597,500 shares for paying $60,000 of the debt, Power Network, Inc.
received 597,500 shares for paying $60,000 of the debt, and YT2K, Inc.
received 1,195,000 shares for paying $120,000 of debt. We filed a
registration statement on Form SB-2 to register the 2,390,000 shares; however,
the registration statement has not been declared effective as of the date of
this filing pending SEC review.
FACTORS AFFECTING FUTURE PERFORMANCE
Our independent auditors have expressed concern whether we can continue
as a going concern.
We have incurred ongoing operating losses and do not currently have financing
commitments in place to meet expected cash requirements for the next twelve
months. We are unable to fund our day-to-day operations through revenues
alone and management believes we will incur operating losses for the near
future while we expand our sales channels. While we have expanded our product
line and expect to establish new sales channels, we may be unable to increase
revenues to the point that we attain and are able to maintain profitability.
We need additional external capital and may be unable to raise it.
Based on our current growth plan we believe we may require approximately
$500,000 in additional financing within the next twelve months to develop our
sales channels. Our success will depend upon our ability to access equity
capital markets and borrow on terms that are financially advantageous to us.
However, we may not be able to obtain additional funds on acceptable terms.
If we fail to obtain funds on acceptable terms, then we might be forced to
delay or abandon some or all of our business plans or may not have sufficient
working capital to develop products, finance acquisitions, or pursue business
opportunities. If we borrow funds, then we could be forced to use a large
portion of our cash reserves, if any, to repay principal and interest on those
loans. If we issue our securities for capital, then the interests of
investors and stockholders will be diluted.
We are currently dependent on the efforts of resellers for our continued
growth and must expand our sales channels to increase our revenues and
further develop our business plans.
We are in the process of developing and expanding our sales channels, but we
expect overall sales to remain down as we develop these sales channels. We are
actively recruiting additional resellers and dealers and have hired
in-house sales personnel for regional and national sales. We must continue to
find other methods of distribution to increase our sales. If we are
unsuccessful in developing sales channels we may have to abandon our business
plan.
We may not be able to compete successfully in our market because we have
a small market share and compete with large national and international
companies.
We estimate that we have less than a 1% market share of the surveillance and
weapons detection market. We compete with many companies that have greater
brand name recognition and significantly greater financial, technical,
marketing, and managerial resources. The position of these competitors in the
market may prevent us from capturing more market share. We intend to remain
competitive by increasing our existing business through marketing efforts,
selectively acquiring complementary technologies or businesses and services,
increasing our efficiency, and reducing costs.
Our revenues are dependent in part upon our relationships and alliances
with government agencies and partners.
While we own exclusive licenses for the SecureScan technology, we are
dependent upon the continuation of the ongoing contract between the Department
of Energy and National Institute of Justice for continuations and
11
improvements to the concealed weapons detection technology. We are also
reliant upon the Department of Energy and National Institute of Justice for
continuations and improvements to the Visual First Responder. If either of
these entities should discontinue its operations or research and development
we may lose our competitive edge in our market.
We must successfully introduce new or enhanced products and manage the
costs associated with producing several product lines to be successful.
Our future success depends on our ability to continue to improve our existing
products and to develop new products using the latest technology that can
satisfy customer needs. For example, our short term success will depend on
the continued acceptance of the Visual First Responder and the SecureScan
portal product line. We cannot be certain that we will be successful at
producing multiple product lines and we may find that the cost of production
of multiple product lines inhibits our ability to maintain or improve our
gross profit margins. In addition, the failure of our products to gain or
maintain market acceptance or our failure to successfully manage our cost of
production could adversely affect our financial condition.
Failure to achieve and maintain effective internal controls in
accordance with Section 404 of the Sarbanes-Oxley Act could lead to loss
of investor confidence in our reported financial information.
Pursuant to proposals related to Section 404 of the Sarbanes-Oxley Act of
2002, beginning with our Annual Report on Form 10-KSB for the fiscal year
ending December 31, 2007, we will be required to furnish a report by our
management on our internal control over financial reporting. If we cannot
provide reliable financial reports or prevent fraud, then our business and
operating results could be harmed, investors could lose confidence in our
reported financial information, and the trading price of our stock could drop
significantly.
In order to achieve compliance with Section 404 of the Act within the
prescribed period, we will need to engage in a process to document and
evaluate our internal control over financial reporting, which will be both
costly and challenging. In this regard, management will need to dedicate
internal resources, engage outside consultants and adopt a detailed work plan.
During the course of our testing we may identify deficiencies which we may not
be able to remediate in time to meet the deadline imposed by the
Sarbanes-Oxley Act for compliance with the requirements of Section 404. In
addition, if we fail to achieve and maintain the adequacy of our internal
controls, as such standards are modified, supplemented or amended from time to
time, we may not be able to ensure that we can conclude on an ongoing basis
that we have effective internal controls over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective
internal controls, particularly those related to revenue recognition, are
necessary for us to produce reliable financial reports and are important to
helping prevent financial fraud.
ITEM 3. CONTROLS AND PROCEDURES
Our Chief Executive Officer, who also acts in the capacity of principal
financial officer, evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report. Based on that
evaluation, he concluded that our disclosure controls and procedures were
effective.
Also, our Chief Executive Officer determined that there were no changes made
in our internal controls over financial reporting during the third quarter of
2005 that have materially affected, or are reasonably likely to materially
affect our internal control over financial reporting.
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS
12
Part I Exhibits
31.1 Chief Executive Officer Certification
31.2 Principal Financial Officer Certification
32.1 Section 1350 Certification
Part II Exhibits
3.1 Articles of Incorporation of View Systems, as amended (Incorporated
by reference to exhibit 3.1 to Form 10-QSB filed November 14, 2003)
3.2 By-Laws of View Systems (Incorporated by reference to exhibit 3.2 to
Form 10-QSB filed November 14, 2003)
4.1 View Systems 2005(B) Professional/Consultant Compensation Plan, dated
November 7, 2005 (Incorporated by reference to exhibit 4.1 to Form
S-8, filed November 8, 2005
10.1 Employment agreement between View Systems and Gunther Than, dated
January 1, 2003. (Incorporated by reference to exhibit 10.3 to Form
10-KSB, filed April 14, 2004)
10.2 Lease agreement between View Systems and MIE Properties, Inc., dated
August 3, 2005
21.1 Subsidiaries (Incorporated by reference to exhibit 21.1 to Form
10-KSB, filed March 31, 2003)
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
VIEW SYSTEMS, INC.
/s/ Gunther Than
Date: November 10, 2005 By:_________________________________________
Gunther Than
Chief Executive Officer, Treasurer,
Director, Principal Financial and
Accounting Officer
/s/ Michael L. Bagnoli
Date: November 10, 2005 By:_________________________________________
Michael L. Bagnoli
Secretary and Director
13