U.S. 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 June 30, 2001
|X| TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
- SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission File Number 0-30178
VIEW SYSTEMS, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Florida 59-2928366
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
925 West Kenyon Avenue,
Englewood, Colorado 80110
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(Address of Principal Executive Offices)
(303) 783-9153
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(Issuer's Telephone Number, Including Area Code)
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(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 reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No ___
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes -- No ___
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 15,225,620 shares of common stock as
of June 30, 2001.
Transitional Small Business Disclosure Format (check one):
Yes ___ No _x_
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Table of Contents
PART I. Financial Information
Item I. Financial Statements
Consolidated Statement of Operations...........................................1
Consolidated Balance Sheet.....................................................2
Consolidated Statement of Changes in Stockholder's Equity.. ...................3
Consolidated Statement of Cash Flows...........................................4
Notes to Consolidated Financial Statements.....................................5
Item II. Management Discussion and Analysis...................................7
PART II. Other Information
Item I. Legal Proceedings....................................................8
Item II. Changes In Securities................................................8
Item III. Defaults Upon Senior Securities......................................9
Item IV. Submission of Matters To A Vote of Security Holders..................9
Item V. Other Information....................................................9
Item VI. Exhibits And Reports On Form 8-K....................................10
ITEM 1. FINANCIAL STATEMENTS
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
------------------ ----------------
June 30, June 30, June 30, June 30,
2001 2000 2001 2000
-------------- ------------ -------------- -----------
REVENUE:
Sales of security systems $ 90,780 $ 97,360 $ 432,489 $ 115,260
Sales of assembled electronic components - 133,720 9,512 226,232
--------- ---------- --------- ---------
Total sales 90,780 231,080 442,001 341,492
Cost of goods sold 54,990 130,361 198,900 190,756
--------- ---------- --------- ---------
GROSS PROFIT ON SALES 35,790 100,719 243,101 150,736
--------- ---------- --------- ---------
OPERATING EXPENSES:
Advertising and promotion 549 962 1,126 11,380
Amortization 28,284 27,281 56,568 54,562
Depreciation 11,191 9,221 22,382 22,111
Dues and subscriptions 1,190 1,426 1,910 2,246
Insurance 9,192 4,847 16,695 7,480
Interest 2,842 5,358 8,598 11,548
Investor relations 17,966 - 51,050 33,865
Miscellaneous expense 2,112 740 9,492 2,439
Office expenses 37,180 29,993 63,457 66,209
Professional fees 113,243 74,878 227,574 171,256
Rent 40,967 26,859 80,973 54,844
Repairs and maintenance 4,299 2,514 7,740 7,007
Research and development - 45,537 - 109,302
Salaries and benefits 131,511 151,889 305,217 282,929
Sales promotions 6,986 21,741 24,105 48,254
Taxes - other 2,221 100 9,151 4,305
Travel 15,546 12,625 24,105 29,530
Utilities 6,539 4,799 11,726 7,784
---------- ----------- ---------- ----------
Total operating expenses 431,818 420,770 921,869 927,051
---------- ----------- ---------- ----------
NET LOSS FOR THE PERIODS $ (396,028) $ (320,051) $( 678,768) $ (776,315)
========== =========== ========== ==========
LOSS PER SHARE:
Basic $ (0.03) $ (0.04) $ (0.05) $ (0.10)
========== =========== ========== ==========
Diluted $ (0.03) $ (0.04) $ (0.05) $ (0.10)
========== =========== ========== ==========
See Accompanying Notes
1
VIEW SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET
ASSETS
June 30, December 31,
2001 2000
------------- ----------------
(Unaudited)
CURRENT ASSETS:
Cash $ 90,807 $ 265,245
Accounts receivable (net) 311,471 155,017
Inventory 244,011 95,339
---------- ----------
Total current assets 646,289 515,601
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PROPERTY AND EQUIPMENT:
Equipment 416,863 382,609
Leasehold improvements 20,261 20,261
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437,124 402,870
Less accumulated depreciation 102,196 79,814
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Net value of property and equipment 334,928 323,056
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OTHER ASSETS:
Goodwill 837,815 894,383
Investments 28,000 28,000
Due from affiliated entity 105,552 105,552
Due from stockholders 76,099 20,000
Deposits 3,332 832
---------- ----------
Total other assets 1,050,798 1,048,767
---------- ----------
TOTAL ASSETS $2,032,015 $1,887,424
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 401,657 $ 401,247
Note payable - bank 17,083 42,083
Notes payable 110,000 110,000
Accrued interest payable 27,500 22,000
Other accrued liabilities 1,490 31,951
Due to stockholder - 2,090
---------- -----------
Total current liabilities 557,730 609,371
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STOCKHOLDERS' EQUITY:
Common stock - par value $0.001
50,000,000 shares authorized,
13,666,031 shares issued and outstanding 13,666 -
11,481,031 shares issued and outstanding - 11,481
Additional paid-in capital 8,237,317 7,364,502
Accumulated deficit (6,776,698) ( 6,097,930)
---------- -----------
Total stockholders' equity 1,474,285 1,278,053
---------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $2,032,015 $ 1,887,424
========== ===========
See Accompanying Notes
2
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD JANUARY 1, 2000 TO JUNE 30, 2001
Additional Total
Common Paid-In Accumulated Stockholders'
Stock Capital Deficit Equity
------ --------- ----------- -------------
Balances at January 1, 2000 $ 7,167 $ 5,334,342 $( 3,893,648) $ 1,447,861
Sale of common stock 1,134 724,142 - 725,276
Stock options exercised 85 845 - 930
Net loss for the six months
ended June 30, 2000 - - ( 776,315) ( 776,315)
-------- ---------- ------------ ------------
Balances at June 30, 2000 (Unaudited) 8,386 6,059,329 ( 4,669,963) 1,397,752
Sale of common stock 1,612 723,026 - 724,638
Stock options exercised 100 978 - 1,078
Issuance of common stock
(employee and other compensation) 1,383 581,169 - 582,552
Net loss for the period of July 1, 2000
to December 31, 2000 - - ( 1,427,967) ( 1,427,967)
-------- ---------- ------------ ------------
Balances at December 31, 2000 11,481 7,364,502 ( 6,097,930) 1,278,053
Sale of common stock 2,125 847,875 - 850,000
Issuance of common stock
for services 60 24,940 - 25,000
Net loss for the six months
ended June 30, 2001 - - ( 678,768) ( 678,768)
-------- ---------- ------------ ------------
Balances at June 30, 2001 (Unaudited) $ 13,666 $8,237,317 $( 6,776,698) $ 1,474,285
======== ========== ============ ============
3
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
June 30, June 30,
2001 2000
-------- --------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $( 678,768) $( 776,315)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 78,950 76,673
Stock issued for services 25,000 -
Changes in operating assets and liabilities:
Accounts receivable ( 156,454) ( 19,293)
Inventory ( 148,672) ( 45,429)
Deposit ( 2,500) ( 462)
Accounts payable 410 85,184
Accrued interest 5,500 5,500
Other accrued liabilities ( 30,461) 5,482
---------- ---------
Net cash used in operating activities ( 906,995) ( 668,660)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment ( 34,254) ( 31,507)
Funds advanced to affiliated entities - 14,507
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Net cash used in investing activities ( 34,254) ( 17,000)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Funds advanced from (to) shareholders ( 58,189) ( 35,000)
Repayment of note payable - bank ( 25,000) ( 3,166)
Proceeds from sales of stock 850,000 726,205
---------- ---------
Net cash provided by financing activities 766,811 688,039
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NET (DECREASE) /INCREASE IN CASH ( 174,438) 2,379
CASH AT BEGINNING OF PERIOD 265,245 89,150
---------- ---------
CASH AT END OF PERIOD $ 90,807 $ 91,529
========== =========
4
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
--------------------
View Systems, Inc. (the "Company") designs and develops computer
software and hardware used in conjunction with surveillance capabilities. The
technology utilizes the compression and decompression of digital inputs.
Operations, from formation to June 30, 1999, have been devoted primarily to
raising capital, developing the technology, promotion, and administrative
function. As of July 1, 1999 the Company was no longer considered to be in the
development stage.
Basis of Consolidation
----------------------
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries, Real View Systems, Inc. ("Real
View"), Xyros Systems, Inc. ("Xyros") and Eastern Tech Manufacturing, Inc.
("ETMC"). All significant intercompany accounts and transactions have been
eliminated in consolidation.
Use of Estimates
----------------
Management uses estimates and assumptions in preparing financial
statements in accordance with accounting principles generally accepted in the
United States. Those estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could differ from the
estimates that were used.
Revenue Recognition
-------------------
The Company and its subsidiaries recognize revenue and the related
cost of goods sold upon shipment of the product.
In December 1999, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in
Financial Statements" . SAB 101 summarizes certain of the SEC's views in
applying accounting principles generally accepted in the United States to
revenue recognition in financial statements. The Company adopted SAB 101 in the
fourth quarter of 2000. The adoption of SAB 101 had no impact on the Company's
financial position or results of operations.
Inventories
-----------
Inventories are stated at the lower of cost or market. Cost is
determined by the last-in-first-out method (LIFO).
Property and Equipment
----------------------
Property and equipment is recorded at cost and depreciated over their
estimated useful lives, using the straight-line and accelerated depreciation
methods. Upon sale or retirement, the cost and related accumulated depreciation
are eliminated from the respective accounts, and the resulting gain or loss is
included in the results of operations. The useful lives of property and
equipment for purposes or computing depreciation are as follows:
Equipment 5-7 years
Software tools 3 years
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion should be read and reviewed in conjunction
with Management's Discussion and Analysis of Financial Condition and Results of
Operations set forth in the Company's Annual Report on Form 10-QSB for the year
ended December 31, 2000. In addition to historical information, this Form 10-QSB
contains forward-looking statements that involve risks and uncertainties, such
as statements of the Company's plans and expectations. The Company's actual
results could differ materially from management's expectations.
Since start-up of operations in September 1998, we have devoted most
of our resources to the development, sale and marketing of digital video
surveillance and security products. We have generated limited revenues from our
security products to date, but are rapidly expanding our sales and distribution
network. At the same time we are working on delivering new products to market
and enhancing and upgrading our product line. Until we more fully develop our
product line and our sales and distribution network, we expect our operating
losses to continue. We have provided contract manufacturing services since May,
1999, when we acquired ETMC. ETMC had provided such services for more than 15
years and had an established customer base. We have continued the contract
manufacturing business line, while increasing ETMC's manufacturing capacity to
permit production of our products.
Six Months Ended June 30, 2001 Compared With the Six Months Ended June 30, 2000
Revenue
For the six months ended June 30, 2001, revenues from sales of our
products increased $317,229 or 275% to $432,489 from $115,260 in the same period
last year, and revenues from sales of our services decreased $216,720 or 96% to
$9,512 from $226,232 in the same period last year. Of the $442,001 in total
revenue during the six month period ended June 30, 2001, $432,489 or 98% was
derived from sales of systems and $9,512 or 2% from sales of contract
manufacturing services. The ratio of security systems sales to contract
manufacturing is increasing.
Gross Profit
Gross profit on sales for the six months ended June 30, 2001,
increased $92,365 or 61% to $243,101 compared with $150,736 in the same period
last year. Gross profit margin for the six months ended June 30, 2001, was 55%
compared with 44% in the same period last year. Because of low net sales we
achieved in the period last year ended June 30, 2000, we do not believe gross
profit margin comparisons are meaningful at this state of our operations.
Operating Expenses
Operating expenses for the six months ended June 30, 2001, decreased
to $921,869 from $927,051 for the comparable period in 2000. The decrease is
principally due to decreased expenditures in sales promotions.
As a result of the foregoing, net loss was $(678,768) for the six
months ended June 30, 2001, compared to a net loss of $(776,315) for the six
months ended June 30, 2000.
Costs and Expenses
Costs of Products and Services Sold. The cost of products and services
sold, was $198,900 for the six months ended June 30, 2001 and represented 45% of
revenue for the period, compared to $190,756 for the six months ended June 30,
2000 which represents 56% of revenues for that period. Because of our low sales
volume in the same period last year, we do not consider the costs of goods sold
in the same period last year to be a good measure of our true cost of goods
sold. As our product sales increase and account for a larger percentage of our
overall sales, we expect that our costs of goods and services sold will decline
and stabilize as a percentage of total revenue. We anticipate that our profit
margins on sales of security systems will exceed our profit margins on sales of
services. We are continually working on engineering changes in our security
products that we expect will lower component costs for these products. We do not
determine our inventory on a quarterly basis, instead we do it on an annual
basis. Therefore, our cost of goods sold calculations are based on estimates of
inventory used in products sold.
6
Research and Development Expense. We spent $0 on research and
development for the six months ended June 30, 2001, as compared with $109,302 in
the same period last year. Our R&D expenditures in six months ended June 30,
2001, represented 0% of gross profit margin for this period.
Salaries and Benefits. We spent $305,217 on salaries and benefits for
the six months ended June 30, 2001, as compared with $282,929 for the same
period last year. We have increased expenditures on salaries and fees, including
consultants, and we have incurred $24,105 of sales and promotional expenses for
the six month period ended June 20, 2001, as compared with $48,254 in the same
period a year ago.
Net Operating Loss. We incurred approximately $(678,768) of net
operating loss carry forwards for the six-month period ended June 30, 2001,
which may be used to offset taxable income and income taxes in future years.
LIQUIDTY AND CAPITAL RESOURCES
Since the start-up of our operations in 1998, we have funded our cash
requirements primarily through equity transactions. We received $7,637,259 since
inception through the issuance of our common stock. We are not currently
generating cash from our operations in sufficient amounts to finance our
business and will continue to need to raise capital from other sources. We used
the proceeds from these sales of equity to fund operating activities, including,
product development, sales and marketing, and to invest in the acquisition of
technology, assets and business. As of June 30, 2001, we had total assets of
$2,032,015 an increase of approximately $144,591 over last year's $1,887,424 at
December 31, 2000. Total liabilities were $557,730, at June 30, 2001, resulting
in stockholders' equity of $1,474,285 an increase of $196,232 from the December
31, 2000 balance of $1,278,053.
During the six months ended June 30, 2001, our cash decreased from
$265,245 at December 31, 2000, to $90,807 at June 30, 2001. Net cash used in
operating activities was $906,995 for the six months ended June 30, 2001,
including increases in accounts receivable to $156,454, increases in inventory
of $148,672, and increases in accounts payable of $410.
Net cash generated from financing activities during the six months
ended June 30, 2001 was $766,811, consisting of proceeds received from sales of
stock of $850,000, less $58,189 advanced to stockholders, less payments on
$25,000 made on a promissory note to Columbia Bank with an outstanding principal
balance of $17,083 at June 30, 2001.
As a result of the foregoing at June 30, 2001 we had working capital
of $88,559, including $311,471 in net trade accounts receivable and $244,011 in
inventory. We have provided and may continue to provide payment term extensions
to certain of our customers from time to time. As of June 30, 2001 we have not
granted material payment term extensions.
Our inventory balance at June 30, 2001, was estimated to be $244,011.
We do not take inventory on a quarterly basis, and we made inventory estimates
based on annual inventory determinations. With expected increased product sales,
we will need to make increased inventory expenditures. However, the terms of our
product sales requires a twenty five percent (25%) deposit on order. In
addition, we endeavor to keep inventory levels low. Therefore, we do not believe
that increased product sales, associated materials purchases and inventory
increases, will adversely affect liquidity.
We anticipate further expenditures for fiscal year 2001 of
approximately $100,00 for test equipment.
Under our outstanding employment and consulting agreements, we are
obligated to pay Mr. Than $96,000 per year, Mr. Lesniak $84,000 per year and Mr.
Bruggemean $85,000 in salary and fees during calendar year 2001. If we terminate
the employment of Mr. Than without cause or because of merger, acquisition or
change in control, we will be obligated to pay him approximately $350,000 in
severance payments on a three year period.
We believe that cash from operations and funds available will not be
sufficient to meet anticipated operating capital expenditure and debt service
requirements for the next twelve months and that we will be dependent on raising
additional capital through equity sales or debt financing.
7
We also have outstanding warrants with various investors with an
exercise price of $.40 per share. If the warrant holders exercise all of their
warrants, at the exercise price of $.40 per share, we will receive $800,000,
which we will use for additional working capital.
Plan Of Operation
The amount of capital that we need to raise will depend upon many
factors primarily including
o the rate of sales growth and market acceptance of our
product lines;
o the amount and time of necessary research and development
expenditures;
o the amount and time of expenditures to sufficiently market
and promote our products; and
o the amount and timing of any accessory product
introductions.
We intend to use the cash raised from the private sale of shares and
the exercise of warrants held by the Selling Stockholders to the
following:
o bring our ViewStorage, WebView and CareView products to
market;
o continue our product development efforts;
o expand our sales, marketing and promotional activities for
the SecureView line of products; and
o increase our engineering, production management, quality
control, and customer support staff.
We operate in a very competitive industry that requires continued
large amounts of capital to develop and promote our products. We believe that it
will be essential to continue to raise additional capital, both internally and
externally, to compete in this industry.
In addition to accessing the public and private equity markets, we
will pursue bank credit lines and equipment lease lines for certain capital
expenditures. We currently estimate we will need between $3 million and $4
million to fully develop all our products and launch our expanded business
operations in accordance with our current business plan.
RISK FACTORS AND CAUTIONARY STATEMENTS
Statements within the 10-QSB which are not historical facts, including
statements about strategies and expectations for new and existing products,
technologies, and opportunities, are forward-looking statements that involve
risks and uncertainties. Our actual results may differ substantially from such
forward-looking statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by the statement, including, but not limited to, risks
detailed in our other securities filing, including our Annual Report on form
10-KSB for the year ended December 31, 2000, and registration statement, as
amended, filed on Form SB-2
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not aware of any material pending legal proceeding against us
or our property.
ITEM 2. CHANGES IN SECURITIES
There are no changes in securities other than such changes reported in
our SB-2 filed on August 1, 2001, registration number 333-66482.
8
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There have not been any defaults other than such defaults reported in
our 10-QSB for the quarter ended June 30, 2001.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Inapplicable
ITEM 5. OTHER INFORMATION
Inapplicable
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
(A) EXHIBITS:
2.1 View Systems, Inc. Board of Directors Resolutions approving
Acquisition Agreement and Plan of Reorganization With RealView
Systems, Inc; Resolution of stockholders and Board of Directors of
Real View Systems, Inc. approving Acquisition Agreement and Plan of
Reorganization With Real View Systems, Inc. (1)
2.2 View Systems, Inc. Board of Directors Resolutions approving
Acquisition Agreement and Plan of Reorganization With RealView
Systems, Inc; Resolution of stockholders and Board of Directors of
Real View Systems, Inc. approving Acquisition Agreement and Plan of
Reorganization With Real View Systems, Inc. (1) View Systems, Inc.
Acquisition Agreement and Plan of Reorganization with Xyros Systems,
Inc. (1)
2.3 View Systems, Inc. Acquisition Agreement and Plan of Reorganization
with ETMC(1)
2.4 Letter of Intent to Form Joint Venture Corporation Between NetServ
Caribbean, Ltd. and View Systems, Inc. (1)
3.1 Articles of Incorporation and all Articles of Amendment of View
Systems, Inc. (1)
3.2 By-Laws of View Systems, Inc. (1)
10.1 Form of Subscription Agreement For 8/8/99 Rule 505 (Amended to Be Rule
506) Offering and Terms of Offering Pages From Private Placement
Memorandum, Dated August 8, 1999, Describing Rights of Subscribers.
(1)
10.2 Form of Subscription Agreement For 11/11/99 Rule 506 Offering and
Terms of Offering Pages From Private Placement Memorandum, Dated
November 11, 1999, Describing Rights of Subscribers. (1)
10.3 Subscription Agreement Between View Systems, Inc. and Lawrence Seiler
for 170,000 Shares, Granting Registration Rights to 100,000 Shares.
(1)
10.4 Lock-Up Agreement With Lawrence Seiler.(1)
10.5 Subscription Agreement Between View Systems, Inc. and Leokadia Than.
(1)
10.6 Form of Subscription Agreement Between View Systems, Inc. and Jim
Price and Tim Rieu. (1)
10.7 Subscription and Investment Representation Agreement between View
Systems, Inc. and Rubin Investment Group, dated February 18, 2000. (2)
10.8 First Common Stock Purchase Warrant between View Systems, Inc. and
Rubin Investment Group, dated February 18, 2000. (2)
10.9 Second Common Stock Purchase Warrant between View Systems, Inc. and
Rubin Investment Group, dated February 18, 2000. (2)
10.10 Registration Rights Agreement between View Systems, Inc. and Rubin
Investment Group, dated February 18, 2000. (2)
10.11 Non-qualified Stock Option Agreement with Richard W. Gray. (6)
10.12 Amendment to First Purchase Common Stock Warrant, Dated February
18,2000, Second Purchase Common Stock Warrant, Dated February 18,
2000, and Subscription and Investment Agreement, Dated February 18,
2000, Between View Systems and Rubin Investment Group. (7)
9
10.13 View Systems, Inc. 2000 Restricted Share Plan (8)
10.14 Second Amendment to First Purchase Common Stock Warrant, Dated
February 18, 2000, Second Purchase Common Stock Warrant, Dated
February 18, 2000, and Subscription and Investment Agreement, Dated
February 18, 2000, Between View Systems and Rubin Investment Group.
(9)
10.15 View Systems, Inc. Employment Agreement with Gunther Than. (1)
10.16 View Systems, Inc. Employment Agreement with Andrew L. Jiranek. (1)
10.17 View Systems, Inc. Engagement Agreement with Bruce Lesniak. (1)
10.18 View Systems, Inc. Employment Agreement with David Bruggeman. (1)
10.19 Eastern Tech Mfg. Corp. Employment Agreement with John Curran. (1)
10.20 Lease Agreement Between View Systems, Inc. and Lawrence Seiler. (1)
10.21 StockRedemption Agreement, dated May 27, 1999, Between View Systems,
Inc. and Gunther Than. (1)
10.22 Stock Redemption Agreement, dated September 30, 1999, Between View
Systems, Inc. and Gunther Than. (1)
10.23 View Systems, Inc. 1999 Restricted Share Plan. (1)
10.24 Restricted Share Agreement with Bruce Lesniak (Lesniak & Associates).
(1)
10.25 Restricted Share Agreement with John Curran. (1)
10.26 Restricted Share Agreement with David Bruggeman. (1)
10.27 Restricted Share Agreement with Gunther Than. (1)
10.28 Restricted Share Agreement with Andrew Jiranek. (1)
10.29 Restricted Share Agreement with Linda Than. (1)
10.30 View Systems, Inc. 1999 Employee Stock Option Plan. (1)
10.31 Non-qualified Stock Option Agreement with Gunther Than. (1)
10.32 Non-qualified Stock Option Agreement with Andrew Jiranek. (1)
10.33 Qualified Stock Option Agreement with Gunther Than. (1)
10.34 Qualified Stock Option Agreement with Andrew Jiranek. (1)
10.35 Promissory Notes from Xyros Systems, Inc. to Ken Weiss. (1)
10.36 Promissory Notes from Xyros Systems, Inc. to Hal Peterson. (1)
10.37 Loan Agreement Between Xyros Systems, Inc. and Columbia Bank. (1)
10.38 Letter From Columbia Bank Extending Term of Loan. (1)
10.39 License and Distribution Agreement with Visionics Corporation. (5)
10.40 License and Distribution Agreement with Lead Technologies, Inc. for
Video OCR Software. (3)
10.41 License and Distribution Agreement with Anasoft Systems for Microsoft
Operating System Software. (3)
10.42 License and Distribution Agreement with Aware, Inc. for Compression
Software. (3)
10.43 Typical Non-Exclusive Reseller Agreement. (5)
10.44 Schedule of Contracted Resellers. (5)
10.45 Agreement between View Systems, Inc. and Magnum Financial Services,
Inc., dated February 27, 2000. (5)
10.46 View Systems, Inc. Employment Agreement with Keith Company. (5)
11.1 Statement re: Computation of Per Share Earnings (attached to report)
16.1 Letter From Katz, Abosch, Windesheim, Gershman & Freedman, P.A. to
View Systems, Inc., dated April 11, 2000. (4)
21.1 Subsidiaries of Registrant. (1)
99.1 Consulting Agreement with Columbia Financial Group, LLC Granting
Warrants and Stock and Granting Piggyback Registration Rights. (1)
99.2 Consulting Agreement with Tom Cloutier Granting Warrants and
Registration Rights. (1)
99.3 Consulting Agreement with Guy Parr Granting Warrants and Registration
Rights. (1)
99.4 Form of Stock Certificate. (1)
99.5 Consulting Agreement with Magnum Worldwide Investments, Ltd. (1)
10
99.6 Consulting Agreement with Mid-West First National, Inc. (10)
99.7 Consulting Agreement with Pacific First National, Corp.(10)
99.8 Consulting Agreement with Columbia Financial Group, LLC (10)
99.9 Consulting Agreement with John Clayton*
99.10 Consulting Agreement with Magnum Financial Group, LLC (10)
99.11 Letter to Rubin Investment Group dated March canceling its warrants
------------------------------------------
(1) Incorporated By Reference from Registrant's Registration Statement on Form
SB-2 Filed With the Commission On January 11, 2000
(2) Incorporated By Reference From Registrant's Report on Form 8K, dated
February 19, 2000.
(3) Incorporated By Reference From Registrant's Report on Form 10KSB, Dated
March 30, 2000.
(4) Incorporated By Reference From Registrant's Report on Form 8K, Dated April
13, 2000.
(5) Incorporated By Reference From Registrant's Statement on Form SB-2/A, Dated
April 27, 2000.
(6) Incorporated By Reference From Registrant's Form 10 QSB, Dated May 15,2000.
(7) Incorporated By Reference to Registrant's Registration Statement on Form
SB-2/A, dated June 7, 2000
(8) Incorporated By Reference to Registrant's Definitive Proxy Statement On
Schedule 14A, dated May 3, 2000
(9) Incorporated By reference to Registrant's Registration Statement on Form SB
2/A, dated July 20, 2000
(10) Incorporated By reference to Registrant's Registration Statement on Form SB
2, dated February 2, 2001
___________________________
(B) REPORTS ON FORM 8-K
-------------------
We did not file any reports on Form 8-K during the quarter for which
this report is filed.
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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.
Registrant
Date: August 17, 2001 /s/ Gunther Than
--------------------------------
Gunther Than, President &
Chief Executive Officer
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