As filed with the Securities and Exchange Commission on December 10, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Amendment No. ___________)
View Systems, Inc.
(Exact Name of Small Business Issuer as Specified in its Charter)
Florida 5045 59-2928366
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
President and Chief Executive Officer
925 West Kenyon Avenue, Suite 15
Englewood, Colorado 80110
(303)783-9153
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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Gunther Than
1101 Wilso Drive
Baltimore, Maryland 21223
(410) 646-3000
(Name, Address and Telephone Number of Agent For Service)
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
boxes and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following boxes and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
Calculation of Registration Fee
Title and Par Value of each class of Amount to be Proposed maximum Proposed Amount of
securities to be registered (Maximum) Registered 1 offering maximum aggregate Registration
price per share 2 offering price Fee
Common Stock, Par Value $.001 6,250,000 $.59 $3,687,500 $881.31
1 If there is a stock split, stock dividend or similar transaction
involving our Common Stock, in order to prevent dilution, the number of
shares registered hereunder will automatically be increased to cover
the additional shares in accordance with Rule 416(a) under the
Securities Act.
2 Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (g).
The registrant hereby amends this registration statement as may be necessary to
delay its effective date until we shall file another amendment which
specifically states that this registration statement shall become effective in
accordance with Section 8 (a) of the Securities Act of 1933 or until the
registration statement shall become effective.
PROSPECTUS
VIEW SYSTEMS, INC.
a Florida corporation
6,250,000
shares of common stock, par value $.001
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Trading Symbol This prospectus covers 6,250,000 shares
on the of our common stock for sale by certain
NASDAQ Over-The-Counter selling stockholders. 2,000,000 shares
Bulletin Board is will be acquired from us by certain
"VYST.OB" selling stockholders in a private sale
after the effective date of the
registration statement of which this
prospectus is a part at a price of $.50
The last reported sale price for per "Unit" (which consists of one share
our common stock as of December 6, of stock and a warrant to purchase one
2001 was $.63. share of stock), and an additional
2,000,000 shares will be acquired from us
through the exercise of the warrants at a
price of $.70 per share. In addition,
1,750,000 shares will be acquired from us
by a selling stockholder pursuant to
warrants held by it at exercise prices
of $.20 per share for 750,000 shares and
$.30 per share for 1,000,000 shares, and
500,000 shares will be acquired from us
by a selling stockholder in a share
exchange with us after the effective
date of the registration statement of
which this prospectus is a part. We will
receive $1,000,000 in proceeds from the
sale of the Units and $1,850,000 in
proceeds from the exercise of the
3,750,000 warrants, aggregating
$2,850,000. The selling stockholders
are identified in this prospectus.
Investing in the common stock involves a high degree of risk.
See "Risk Factors" beginning on page 2.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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Prospectus dated December 10, 2001
We have not authorized any dealer, salesperson or other person to give
any information or to make any representations other than those contained or
incorporated by reference in this prospectus in connection with the offer
contained in this prospectus and, if given or made, you should not rely on such
unauthorized information or representations. Neither we nor the selling
stockholders are making an offer to sell or a solicitation of any offer to buy
securities in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation. You should not assume that the information provided in
this prospectus is accurate as of any date other than the date on the front of
this prospectus.
TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY............................................................1
RISK FACTORS..................................................................2
CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS........................10
USE OF PROCEEDS..............................................................10
SELLING STOCKHOLDERS.........................................................11
PLAN OF DISTRIBUTION.........................................................12
LEGAL PROCEEDINGS............................................................13
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.................14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...............15
DESCRIPTION OF SECURITIES....................................................16
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITY.................................................17
DESCRIPTION OF OUR BUSINESS..................................................18
MANAGEMENT'S DISCUSSION AND ANALYSIS.........................................25
DESCRIPTION OF PROPERTY......................................................30
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............................30
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.....................31
EXECUTIVE COMPENSATION.......................................................32
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.....................................................32
AVAILABLE INFORMATION........................................................33
ADDITIONAL INFORMATION.......................................................33
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PROSPECTUS SUMMARY
This summary only highlights the more detailed information appearing
elsewhere in this prospectus or incorporated in this prospectus by reference. As
this is a summary, it may not contain all information that is important to you.
Our Company
We develop, produce and market digital video systems and products used
for security and surveillance. We also offer contract electronic component
assembly services. Our systems and products are used by the commercial,
residential and law enforcement markets. We distribute and support our products
through a network of value-added domestic and international resellers.
We have executive offices, engineering and production facilities at
1100 Wilso Drive, Baltimore, Maryland 21223 and our telephone number is (410)
646-3000. Our World Wide Web address is www.viewsystems.com.
The Offering
The selling stockholders are offering 6,250,000 shares of common stock.
The 6,250,000 shares of common stock include 2,000,000 shares to be acquired by
certain selling stockholders in a private purchase of 2,000,000 "Units" (each
unit consisting of one share of stock and a 90 day warrant to purchase one share
of stock), 2,000,000 shares to be acquired by those selling stockholders upon
the exercise of their warrants, 1,750,000 shares to be acquired by a selling
stockholder upon the exercise of warrants held by it, and 500,000 shares to be
acquired by a selling stockholder upon a share exchange with us. After the
offering and assuming all warrants are exercised, we will have 25,472,620 shares
outstanding, and will have realized $2,850,000 from the sale of 2,000,000 Units
and the exercise of 3,750,000 warrants.
There are 19,225,620 shares of common stock outstanding as of the date
of this prospectus. This excludes (1) the 2,000,000 shares that will be sold to
certain Selling Stockholders in the private purchase of Units, (2) the 500,000
shares that will be issued to a Selling Stockholders pursuant to a share
exchanges with us, and (3) the 3,750,000 shares underlying outstanding warrants,
all of which shares are covered by this prospectus, and also excludes 980,000
shares of common stock that are currently due certain directors, officers,
consultants and employees, but that have not yet been issued.
As used in this prospectus, the terms "we," "us," "our," and "View
Systems" means View Systems, Inc., and the term "common stock" means our common
stock, par value $.001 per share.
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RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should carefully consider the following risk factors before investing in our
common stock.
Risks Relating to Our Business
We have a limited operating history with our products and we may experience
difficulties in development, assembly and production of our products.
We may not be able to successfully develop all of our products because
of their complex engineering, assemble them because of our lack of experience or
profitably make them because of our inability to buy components at discounted
prices.
It will be difficult for our engineers to develop enhancements and
upgrades that we anticipate will be needed for PlateView and SecureView (see
"Description of Business - Our Products"). New products and enhancements and
upgrades for our existing products require the design of complex electronic
circuitry and the development of long and complex software code instruction sets
to power our computer hardware. Our engineers may discover that they can not
economically design the new products we have conceived in our business plan or
make enhancements and upgrades to our products in response to problems
discovered from field installations, technological advances in competing
products or components, or new functionality required by the marketplace. In
that event, we may be forced to abandon products that are currently in our
business plan, either because they are no longer feasible or would not be
profitable to manufacture and sell.
To profitably produce our products, we must obtain components assembled
into our products at prices that are discounted by our suppliers because of
large quantity orders and there is no assurance we will be able to do that.
We have experienced development stage losses.
We commenced operations in September 1998. Although our company was
incorporated in 1989, we remained a shell company until the fall of 1998. We had
operating losses of $3,670,896 for the year ended December 31, 1999 and
$2,204,282 for the year ended December 31, 2000. We had operating losses of
$882,294 for the nine months ended September 30, 2001. We expect these operating
losses to continue to continue through at least the first quarter of 2002.
Sales of our products have been limited since we commenced operations.
As a result of the expenses we have incurred for research and development,
marketing, and hiring and retaining key personnel, our expenses have greatly
exceeded our revenues. The tragic events of September 11, 2001 have, however,
generated an increased interest in our products and services. While we believe
that we will incur operating losses for at least the next two quarters, we
anticipate that increased sales resulting from the heightened interest in
security products will have a significantly positive effect on our earnings by
the middle of 2002. However, there can be no assurance that we will be able to
generate sufficient revenues to achieve or sustain profitability in the future.
Our profitability is dependent on our ability to increase sales of our
security and surveillance products. In order to increase such sales, we will
need to significantly increase our spending on items such as:
o development of enhancements and upgrades to our existing
SecureView line of products;
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o marketing and business development expenses; and
o employment related expenses for the hiring and retention of key
personnel.
If these expenses do not help us generate increased sales of our
security and surveillance products, we will not become profitable and we will be
forced to reevaluate our business plan.
Our capital is limited and we will need additional financing to implement our
business plan and continue operations.
We require substantial working capital to fund our business. We expect
that additional funds will be necessary for our company to implement our
business plan. We have developed a business plan to grow our company that
assumes that we will have additional capital available to us. Our business model
encompasses:
o the engagement of additional marketing and sales personnel;
o product development;
o software development; and
o the acquisition of laboratory and testing equipment.
Our ability to continue operations will depend on our positive cash
flow, if any, from future operations and on our ability to raise additional
funds through equity or debt financing. We believe that the additional cash that
will be generated from the sales to the Selling Stockholders of the shares that
are being registered in this prospectus, as well as the cash that will be
generated if the warrant holders that have shares registered in this prospectus
exercise their warrants, together with our revenues, will sustain our operations
and allow for anticipated growth in operations and strategic acquisitions
through September 30, 2002.
Going forward, we will continue to seek additional funds through sales
of equity and/or debt, or other external financing in order to fund our
operations and to achieve our business plan. If we are unable to obtain
financing in the amounts desired and on acceptable terms, or at all, we may be
required to reduce significantly the scope of our presently anticipated
expenditures, which could have a material adverse effect on our growth prospects
and the market price of our common stock. If we raise additional funds by
issuing equity securities, our stockholders will be further diluted.
The successful operation of our business depends upon the supply of hardware and
software from third parties.
Our operations depend on a number of third parties for hardware and
software components. We have limited control over these third parties. We
assemble our systems by combining commercially available hardware and software
together with our proprietary software. We license software components that are
integrated into our proprietary software and installed on our systems. We have
license agreements for compression software components, facial recognition and
database search software components and optical character recognition software
components. Any breaches of these agreements by such third parties, or any
errors, failures, interruptions, or delays experienced in connection with these
third party technologies could negatively impact our relationship with users and
adversely affect our brand and our business, and could expose us to liabilities
to third parties.
Our services and reputation may be adversely affected by product defects or
inadequate performance.
We believe that we offer state-of-the art products that are reliable
and competitively priced. In the event that our products do not perform to
specifications or are defective in any way, our reputation may be materially
adversely affected and we may suffer a loss of business and a corresponding loss
in revenues.
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We may face risks associated with potential acquisitions, investments, strategic
partnerships or other ventures, including whether such transactions can be
located, completed and the other party integrated with our business on favorable
terms.
As part of our long-term growth strategy, we may seek to acquire or
make investments in complementary businesses, technologies, services or products
or enter into strategic relationships with parties who can provide access to
those assets, if appropriate opportunities arise. From time to time, we may
enter into discussions and negotiations with companies regarding our acquiring,
investing in, or partnering with their businesses, products, services or
technologies. We may not identify suitable acquisition, investment or strategic
partnership candidates, or if we do identify suitable candidates, we may not
complete those transactions on commercially acceptable terms or at all.
Acquisitions often involve a number of special risks, including the following:
o we may experience difficulty integrating acquired operations,
products, services and personnel;
o the acquisition may disrupt our ongoing business;
o we may not be able to successfully incorporate acquired technology
and rights into our service offerings and maintain uniform
standards, controls, procedures, and policies;
o we may not be able to retain the key personnel of the acquired
company;
o the businesses we acquire may fail to achieve the revenues and
earnings we anticipated; and
o we may ultimately be liable for contingent and other liabilities,
not previously disclosed to us, of the companies that we acquire.
We may not successfully overcome problems encountered in connection
with potential future acquisitions. In addition, an acquisition could materially
adversely affect our operating results by:
o diluting your ownership interest;
o causing us to incur additional debt; and
o forcing us to amortize expenses related to goodwill and other
intangible assets.
Any of these factors could have a material adverse effect on our
business. These difficulties could disrupt our ongoing business, distract our
management and employees and increase our expenses. Furthermore, we may incur
indebtedness or issue equity securities to pay for any future acquisitions.
There are certain provisions of our Articles of Incorporation and Bylaws that
could have anti-takeover effects.
Certain provisions of our Articles of Incorporation, as amended, and
our bylaws could make more difficult our acquisition by means of a tender offer,
a proxy contest or otherwise and the removal of our incumbent officers and
directors. Our Articles of Incorporation and bylaws do not provide for
cumulative voting in the election of directors. Our bylaws permit the board of
directors to implement staggered terms for board members.
Our Articles of Incorporation exempt us from the Florida statutes
governing control-share acquisitions. If we were not exempt from the statutes,
then a person intending to acquire 20% or more of our shares would have to give
us notice of such intent and request approval of the acquisition by our board of
directors. If the board of directors failed to approve the acquisition then such
persons could request a meeting of the stockholders at which stockholders would
be given an opportunity to vote on whether such shares would be accorded full
voting rights. Refusal by the stockholders to accord full voting rights would
result in the proposed acquirer obtaining shares that could not be voted on any
matters to come before the stockholders. Certain acquisitions are exempt from
the effects of the statute, such as mergers, business combinations or other
acquisitions that have been approved by the board of directors, as well as
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acquisitions of shares issued by a company in its original offering or in
subsequent offerings approved by its board.
Our success is dependent upon the protection of our intellectual property.
Certain features of our products and documentation are proprietary and
we rely on a combination of contract, copyright, trademark and trade secret laws
and other measures to protect our proprietary information. Our technology could
fall into our competitors' hands. We rely on keeping our technology secret from
our competitors. We do not have any patents for our product designs or
innovations. Further, we have not applied for copyright protection for our
computer schematic designs or software source code. At the same time, we have
entered into and expect to enter into business arrangements where we share our
proprietary technology with business partners and employees. These arrangements
are necessary to develop and sell our products. We require that these parties
sign agreements that they will keep our proprietary technology confidential.
There can be no assurance that these parties will honor their contractual
commitments.
As part of our confidentiality procedures, we generally enter into
confidentiality and invention assignment agreements with our employees and
consultants and mutual non-disclosure agreements with our manufacturing
representatives, dealers and systems integrators. We also limit access to and
distribution of our software, documentation and other proprietary information.
We cannot offer assurances that the steps we have taken will prevent
misappropriation of our technology or that agreements entered into for that
purpose will be enforceable. Notwithstanding the precautions we have taken, it
might be possible for a third party to copy or otherwise obtain and use our
proprietary information without authorization.
Our products are marketed under various trade names, such as
SecureView, PlateView and CareView. We have not yet applied for federal
trademark protection for the trademarks associated with our products. We may not
be able to register these trademarks with the US Patent and Trademark Office or
we may be forced to abandon these trademarks because other persons have
established proprietary rights in them. We may have to chose other trade names
for our products, resulting in a loss of investment in these trade names
We also rely on a variety of technologies that we license from third
parties. We cannot make any assurances that these third-party technology
licenses will continue to be available to the company on commercially reasonable
terms. Our inability to maintain or obtain upgrades to any of these technology
licenses could result in delays in completing our proprietary technology
enhancements and new developments until equivalent technology could be
identified, licensed or developed and integrated. Any such delays would
materially adversely affect our business, results of operations and financial
condition.
Intellectual property infringement claims would harm our business.
Although we do not believe that we are infringing the intellectual
property rights of others, claims of infringement are becoming increasingly
common as the software industry develops and legal protections, including
patents, are applied to software products. Litigation may be necessary to
protect our proprietary technology, and third parties may assert infringement
claims against us with respect to their proprietary rights. Any future claims or
litigation can be time-consuming and expensive regardless of their merit.
Infringement claims against us can cause product release delays, require us to
redesign our products or require us to enter into royalty or license agreements,
which agreements may not be available on terms acceptable to us or at all. In
the future, we may also need to file lawsuits to enforce our intellectual
property rights, to protect our trade secrets, or to determine the validity and
scope of the proprietary rights of others. Such litigation, whether successful
or unsuccessful, could result in substantial costs and diversion of resources,
which could have a material adverse effect on our business, results of
operations and financial condition.
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Gunther Than's services are critical to the success of our company and if he
were to leave View Systems, it would have a detrimental effect on our company.
We believe that the management and other experience of Gunther Than,
our President and Chief Executive Officer, is critical to our success and the
loss of his services would have a detrimental impact on our business. Although
Mr. Than has signed an employment agreement with us, this agreement may be
terminated by Mr. Than on not less than 60 days notice, subject to a one year
covenant not to materially compete with us. Our success will also depend on our
ability to hire and retain other qualified management, including trained and
competent research, technical, marketing and sales personnel.
We may not be able to keep up with market demands for product design and
development.
The market for our products is characterized by ongoing technological
development and evolving industry standards. Our success will depend upon our
ability to enhance our current products and to introduce new products that
address technological and market developments and satisfy the increasingly
sophisticated needs of customers. There also can be no assurance that our new
products will gain satisfactory market acceptance.
We may be subject to product liability claims and, at this time, we have no
product liability insurance.
If an intrusion or other event that our products are designed to detect
occurs in a setting where our products have been installed, we may be subject to
a claim that an error or omission on our part contributed to the damages
resulting from such event, which damages could be substantial. Such a claim
could be made whether or not our product performed properly under the
circumstances. We do not carry product liability insurance. A product liability
judgment or settlement could have a material adverse effect on our financial
condition and results of operations and any adverse claim or settlement could
have an adverse effect on the availability and cost to us of product liability
insurance in the event that we decide to purchase product liability insurance.
Our efforts to expand into international markets may be unsuccessful.
In order to compete in our industry, we intend to continue to expand
our operations outside of the United States and enter additional international
markets, primarily through the establishment of additional reseller
arrangements. We expect to commit additional time and development resources to
customizing our products and services for selected international markets and to
developing international sales and support channels. We cannot assure that such
efforts will be successful.
We face certain difficulties and risks inherent in doing business
internationally, including, but not limited to:
o costs of customizing products and services for international
markets;
o dependence on independent resellers;
o multiple and conflicting regulations;
o exchange controls;
o longer payment cycles or inability to collect our receivables;
o unexpected changes in regulatory requirements;
o import and export restrictions and tariffs;
o difficulties in staffing and managing international operations;
o greater difficulty or delay in accounts receivable collection;
o foreign exchange gains and losses
o potentially adverse tax consequences;
o the burden of complying with a variety of laws outside the United
States;
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o the impact of possible recessionary environments in economies
outside the United States; and
o political and economic instability.
Our successful expansion into certain countries will require additional
modification of our products, particularly national language support. Our
current export sales are denominated in either United States dollars or the
currency of the export country. To the extent that international sales are
denominated in U.S. dollars, an increase in the value of the United States
dollar relative to other currencies could make our products and services more
expensive and, therefore, potentially less competitive in international markets.
To the extent that international sales are denominated in a foreign currency,
our operating results are subject to risks associated with foreign currency
fluctuation. We may consider entering into forward exchange contracts or
otherwise engaging in hedging activities in order to reduce this risk, although
to date we have not entered into any such contracts or hedging activities. As we
increase our international sales, seasonal fluctuations resulting from lower
sales that typically occur during the summer months in Europe and other parts of
the world may also affect our total revenues.
Risks Relating to Our Industry
Because we are subject to intense competition, primarily from larger, more
established companies, we may not have the financial resources to increase our
market share.
The market for video surveillance and identification products is very
competitive and subject to rapid technological advances and the frequent
introduction of new and enhanced products. The industry in which we operate has
become even more competitive over the last several years as security issues and
concerns have become a primary consideration worldwide. With respect to close
circuit television (CCTV) system components and access control systems, there
are numerous companies that market directly or through distributors such
equipment to both retail and non-retail customers. We compete in marketing our
systems and products principally on the basis of product performance, multiple
technologies, service and price.
To compete successfully, we must continue to design, develop,
manufacture and sell new and enhanced products that will respond to customer
requirements and allow us to capture market share from our competitors. We
expect the intensity of competition to continue to put pressure on our
engineering research and development departments as existing competitors enhance
and expand their products. Any failure of our engineering department to keep
pace with technological advances could adversely affect our ability to capture
market share. Increased competition also may result in price reductions or
reduced gross margins as more companies compete with one another by lowering
prices. We must be able to keep our production costs low relative to our
competition.
Many of our competitors have advantages including established
positions, brand name recognition, greater assets, personnel, sales and
financial resources and established distribution networks. These larger more
established competitors include Polaroid Corporation, Loronix Information
Systems, Ademco, Sensormatic Corporation and NICE Systems, Ltd. The distribution
networks of these larger more established competitors gives them an advantage in
achieving higher sales volumes. If they can achieve higher sales volumes, they
can spread their costs over larger numbers of units, thereby reducing their per
unit production costs and increasing their profitability.
Competitors with greater financial resources may be able to offer lower
prices or other incentives that we cannot match or offer. Some of our
competitors produce a more comprehensive product line that may give them an
advantage in selling products competitive to ours. We cannot be certain that we
will be able to compete successfully against existing or other competition in
the future.
-7-
Our inability to keep up with technological changes in our industry and identify
emerging markets may render our products obsolete.
The industry in which we operate is characterized by unpredictable and
rapid technological changes and evolving industry standards. We will be
substantially dependent on our ability to identify emerging markets and develop
products that satisfy such markets. We cannot assure that we will be able to
accurately identify emerging markets or that any products we have or will
develop will not be rendered obsolete as a result of technological developments.
We believe that competition in our business will intensify as technological
advances in the field are made and become more widely known. Many companies with
substantially greater resources than ours are engaged in the development of
products similar to those we sell. Commercial availability of such products
could render our products obsolete, which would have a material adverse effect
on our company.
We may be subject to increased government regulation.
We are not subject to government regulation in the manufacture and sale
of our products or in the components in our products. However, our resellers and
end users will be subject to numerous federal, state, local and foreign
regulations that stem from proposed activities in surveillance. Security and
surveillance systems, including cameras, raise privacy issues. Our products
involve both video and audio. The regulations regarding the recordation and
storage of this data are uncertain and evolving. For example, under the Federal
wiretapping statute, the audio portion of our surveillance systems may not
record people's conversations without their consent. Further, there are state
and federal laws associated with recording video in non-public places. Shipments
of our products internationally may be regulated as to certain countries that
raise national security concerns. All of these regulations may be amended in
response to new scientific evidence or political or economic considerations. Any
significant change in regulations could adversely affect demand for our products
in regulated markets.
Risks Relating to our Common Stock and the Offering
Our stock price has been and may continue to be very volatile.
The market price of the shares of our common stock has been, and is
likely to be, highly volatile and could be subject to wide fluctuations in
response to factors such as:
o actual or anticipated variations in our results of operations;
o announcements of new products or technological innovations by us
or our competitors; and
o general conditions in the digital imaging and computer industries.
Further, the stock markets have experienced extreme price and volume
fluctuations that have particularly affected the market prices of equity
securities of many technology companies and that often have been unrelated or
disproportionate to the operating performance of such companies. These broad
market fluctuations may significantly and negatively affect the market price of
our common stock.
The warrants we have issued as well as our obligations under the employment
agreement of Gunther Than, and our obligation to issue shares earned by certain
employees, consultants and directors could have a dilutive effect on our
stockholders.
We have issued numerous warrants to acquire our common stock that, upon
exercise, could have a dilutive effect on our stockholders. As of the date of
this prospectus, there are warrants outstanding to purchase 3,750,000 shares of
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our common stock, exercisable at prices ranging from $.20 to $.70 per share with
a weighted average exercise price of $.49 per share. All of the shares
underlying these warrants are covered under this prospectus. In addition to the
warrants outstanding, there are currently 980,000 shares that are due to certain
of our directors, officers, employees and consultants that have not yet been
issued, including 440,000 shares due to our CEO, Gunther Than, 180,000 shares
due to certain other employees, 240,000 shares due to our two independent
directors, and 120,000 shares due to a consultant. These shares were earned as
compensation for services rendered. If all of the shares due to directors,
officers, employees and consultants were issued, and if all of the outstanding
warrants were exercised, the amount of shares outstanding would be 26,455,620,
an increase of 37% over the current shares outstanding, and a corresponding
decrease in the percentage ownership of our common stock by the purchasers of
our common stock.
Since we are subject to the penny stock rules, we are subject to extensive
government regulation, which makes it more difficult and expensive to raise
necessary capital and could impact the market for the shares.
Our common stock is subject to the "penny stock" rules. As long as the
price of our shares remains below $5.00 and we are unable to obtain a listing of
our stock on the NASDAQ System or other national stock exchange, we will be
subject to the "penny stock" rules. In general, the penny stock rules impose
requirements on securities brokers who sell such securities to persons other
than established customers and accredited investors (generally those with assets
in excess of $1,000,000, or annual incomes exceeding $200,000 or $300,000
together with their spouse), which tend to reduce the level of trading activity
in a stock. Among other things, these rules require that securities brokers:
o make a special suitability determination before recommending a
penny stock;
o deliver a risk disclosure document prior to purchase;
o disclose the commissions payable to both the broker-dealer and the
registered representative, current quotations for the securities
and, if the broker-dealer is the sole market-maker, the
broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market; and
o provide customers with monthly statements containing recent price
information.
Consequently, the "penny stock" rules may restrict the ability of broker-dealers
to sell our common stock and may affect the ability to sell our common stock in
the secondary market.
In addition, we may decide to register additional shares of common
stock under the Securities Act after the closing of this offering for use by us
as consideration for future acquisitions or for additional working capital. If
we so decide, upon registration and issuance these shares generally will be
freely tradable unless the resale thereof is contractually restricted or unless
the holders thereof are subject to the restrictions on resale provided under the
Securities Act.
Future sales of our common stock in the public market may depress our stock and
could limit our ability to raise capital.
The introduction of the shares offered under this prospectus into the
public market could depress the market price for our shares. In addition, as of
November 30, 2001 we have 4,039,316 shares that are not registered, but could be
sold in limited amounts and with certain restrictions in the public market
pursuant to Rule 144 under the Securities Act. If the stockholders holding these
shares sell them in the public market, it could depress the price of our stock.
Such sales, or even the potential for such sales, could also effect our ability
to raise capital through the sale of equity securities.
-9-
The market for our company's securities is limited and may not provide adequate
liquidity.
Our common stock is currently traded on the NASDAQ Over-The-Counter
Bulletin Board (the "OTCBB"). As of November 30, 2001, there were 16 active
market makers of our common stock. In order to trade shares of our common stock,
you must use one of these 16 market makers, unless you trade your shares in a
private transaction. The average daily trading volume, as reported by the OTCBB
over the past 12 months ending on November 30, 2001 was 260,332 shares. This
trading volume means there is limited liquidity in our shares of common stock
which result in a limited trading market for our common stock. However, while
the trading volume of our stock remains volatile, it has increased substantially
over the past three months. During the three month period ending November 30,
2001, the trading volume ranged from a low of 13,600 shares to a high of
4,825,700 shares, with an average daily trading volume of 784,720 shares. The
price of our common stock as traded on the OTCBB is also extremely volatile.
During the three month period ended November 30, 2001, the closing price per
share of our common stock as traded on the OTCBB ranged from a low of $.16 per
share to a high of $1.02 per share. The variance in our share price occurring on
a daily basis makes it extremely difficult to forecast with any certainty the
stock price at which you might be able to buy or sell your shares of our common
stock.
CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS
This prospectus contains "forward-looking statements" under the federal
securities laws. We caution you to be aware of the speculative nature of
forward-looking statements. We intend to identify forward-looking statements in
this prospectus using words such as "believes," "intends," "expects," "may,"
"will," "should," "plan," "projected," "contemplates," "anticipates," or similar
statements. These statements are based on our good faith beliefs as well as
assumptions we made using information currently available to us. Because these
statements reflect our current views concerning future events, these statements
involve known and unknown risks, uncertainties and assumptions that could cause
actual future results to differ significantly from the results discussed in the
forward-looking statements. Some, but not all, of the factors that may cause
these differences include those discussed in the Risk Factors section of this
prospectus. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this prospectus. In making these
cautionary statements, we are not committed to addressing or updating each
factor in future filings or communications regarding our business or results, or
addressing how any of these factors may have caused results to differ from
discussions or information contained in previous filings or communications.
USE OF PROCEEDS
We are registering the shares for the benefit of the selling
stockholders and they will sell the shares from time to time under this
prospectus. We will receive $1,000,000 in proceeds from the sale of 2,000,000
"units" (consisting of one share and one warrant to purchase one share) to
Liberty Partners, LLC and Empire Fund Managers, LLC after the Registration
Statement, of which this prospectus is a part, is declared effective. We may
receive up to $1,400,00 in proceeds from the sale of 2,000,000 shares at $.70
per share upon the exercise of the warrants held by each of Liberty Partners,
LLC and Empire Fund Managers, LLC, and $450,000 in proceeds from the sale of
750,000 shares at $.20 per share and 1,000,000 shares at $.30 per share upon the
exercise of the warrants held by Columbia Financial Group. See "Selling
Stockholders" below. None of the Selling Stockholders are obligated to exercise
their warrants, and there can be no assurance that they will exercise all or any
of them. We intend to use the proceeds to be received by us for working capital,
which may include payment of salaries, rent, research and development, purchase
of inventory and marketing expenses, and as consideration for future
acquisitions. We will pay all the costs of this offering, with the exception of
-10-
the costs incurred by the Selling Stockholders for their legal counsel and the
costs they may incur for brokerage commissions on the sale of their shares.
SELLING STOCKHOLDERS
In September, 2001, we entered into a consulting agreement with
Columbia Financial Group ("Columbia") in which we agreed to issue to Columbia
warrants for 1,000,000 shares of common stock at an exercise price of $.30 per
share and 750,000 shares of common stock at an exercise price of $.20 per share
in consideration for certain investor and public relations consulting services.
We agreed to register for resale at our expense the shares of common stock
underlying the warrants. The consulting agreement is for a term of 12 months,
with either party able to cancel the agreement upon 60 days notice. If the
agreement is cancelled within the first six months, we are entitled to the
return of two-thirds of the warrants, and, if the agreement is cancelled between
the seventh and tenth month of the agreement, we are entitled to the return of
one half of the warrants. This prospectus covers all of the shares underlying
the warrants issued to Columbia pursuant to the agreement. Before September,
2001, Columbia had previously provided investor and public relations consulting
services to us under consulting agreements dated September, 2000 and July, 1999,
pursuant to which we issued shares and warrants to Columbia, as consideration
for its consulting services. All warrants previously issued to Columbia have
been exercised by it, and all shares of our common stock previously owed by
Columbia have been disposed of by it.
In October, 2001, we agreed to sell to each of Liberty Partners, LLC
("Liberty") and Empire Fund Managers, LLC ("Empire"), in a private placement,
1,000,000 Units at a price of $.50 per Unit or $500,000 from each. Each Unit
consists of one share of common stock and a three month warrant to purchase an
additional share of common stock at an exercise price of $.70 per share. As part
of the agreement, we agreed to register all of the shares sold to each of
Liberty and Empire, as well as all of the shares underlying the warrants sold to
each of them. This prospectus covers all such shares. Closing of this sale will
take place after the registration statement filed by us with the SEC on Form
SB-2 which includes all such shares, becomes effective.
In December, 2001 we entered into a Joint Development Agreement with
Milestone Technology Inc. ("Milestone"), in which we agreed to issue 500,000
shares of our common stock in exchange for six percent of the outstanding common
stock of Milestone. Milestone is a privately held company that has obtained and
developed a proprietary "Concealed Weapons and Metal Detector" product. Under
the Joint Development Agreement, Milestone and we will combine our technologies
to develop and market a more comprehensive product. Under the agreement,
Milestone will sell the shares of our stock it is issued in order to raise
working capital for the joint development project. As part of the agreement, we
agreed to register all of the shares issued to Milestone. This prospectus covers
all such shares.
-11-
Except as noted above, none of the Selling Stockholders currently has
or has in the past three years had a material relationship with us. The table
below lists all of the above described Selling Stockholders.
Common Stock Common Stock
Beneficially Owned Prior Number of Beneficially Owned After
to Offering(1) Shares Being Offering(1)(2)
Name of Selling Stockholder Shares Percent Registered Shares Percent
Columbia Financial Group 1,750,000 8.3% 1,750,000 0 0%
Liberty Partners, LLC 2,000,000 9.4% 2,000,000 0 0%
Empire Fund Managers, LLC 2,000,000 9.4% 2,000,000 0 0%
Milestone Technology Inc. 500,000 2.5% 500,000 0 0%
------------------------------
(1) Shares beneficially owned include any shares that would be issued by
contract or upon exercise of warrants or options currently exercisable or
exercisable within 60 days of the date of this prospectus.
(2) Assumes the sale of all shares currently held by the Selling Stockholders,
as well as the exercise of all warrants held by the Selling Stockholders, and
the subsequent sale of the underlying shares.
PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale by the Selling
Stockholders of up to 6,250,000 shares of common stock par value $.001 per
share, assuming the exercise of their warrants.
The shares covered by this prospectus may be offered and sold from time
to time by the Selling Stockholders. The Selling Stockholders will act
independently of us in making decisions with respect to the timing, manner and
size of each sale. The Selling Stockholders may sell the shares being offered
hereby on the Over-The-Counter Bulletin Board, or otherwise, at prices and under
terms then prevailing, at prices related to the then current market price, or at
negotiated prices. Registration of the shares does not necessarily mean that any
of the shares will be offered by the Selling Stockholders.
Shares may be sold by one or more of the following means of
distribution:
o block trades in which the broker-dealer so engaged will attempt to
sell such shares as agent, but may position and resell a portion
of the block as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus;
o over-the-counter distributions in accordance with the rules of the
NASD;
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and
o privately negotiated transactions.
-12-
The Selling Stockholders and any persons who participate in the sale of
the securities offered in this registration statement may be deemed to be
"underwriters" within the meaning of the Securities Act and any commissions paid
or discounts or concessions allowed to any person and any profits received on
resale of the securities offered may be deemed to be underwriting compensation
under the Securities Act.
We will not receive any of the proceeds from the sale of shares by the
Selling Stockholder. We will bear all expenses of the offering, except that the
Selling Stockholders will pay all underwriting commissions, brokerage fees and
transfer taxes as well as fees of their counsel.
In effecting sales, brokers, dealers or agents engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Stockholders in amounts to be negotiated prior to the sale. Such brokers
or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales, and any such commissions,
discounts or concessions may be deemed to be underwriting discounts or
commissions under the Securities Act.
In order to comply with the securities laws of certain states, the
shares must be sold in such states only through registered or licensed brokers
or dealers. In addition, in certain states shares may not be sold unless they
have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirements is available and
has been complied with.
The rules and regulations in Regulation M under the Exchange Act
provide that during the period that any person is engaged in the distribution
(as defined therein) of our common stock, such person generally may not purchase
shares of our common stock. The Selling Stockholders are subject to such
regulation which may limit the timing of its purchases and sales of shares of
our common stock.
At the time a particular offer of shares is made, if required, a
prospectus supplement will be distributed that will set forth the number of
shares being offered and the terms of the offering, including the name of any
underwriter, dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public.
LEGAL PROCEEDINGS
We are not a party to any pending legal proceedings that would have a
material effect on our operations.
-13-
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
Our directors, executive officers and key employees, their respective
ages and positions, and biographical information on them is set forth below.
Name Age Position Held
Gunther Than 54 President, CEO and Director since September 1998
Dr. Martin Maassen 59 Director since May, 1999; Chairman of the Board
since April 2000
Dr. Michael L. Bagnoli 45 Director since May 1999, Secretary since July 2000
All directors hold office until the next annual stockholders meeting or
until their death, resignation, retirement or until their successors have been
elected and qualified. Vacancies in the existing board are filled by a majority
vote of the remaining directors.
Our executive officers are chosen by our Board of Directors and serve
at its discretion. There are no existing family relationships between or among
any of our directors or executive officers.
Gunther Than, President, Director and CEO
Gunther Than has served as our President and Chief Executive Officer
since September 1998. He also served as Chairman of the Board from September
1998 to April 2000, and as a director since April 2000. From 1994 - 1998, Mr.
Than was the founder, President and CEO of RealView Systems, Inc. and View
Technology, Inc., software developers. Mr. Than continues as President, CEO and
director of View Technology, Inc. Prior to founding RealView Systems, Inc., Mr.
Than held a variety of executive business management positions. Mr. Than is a
graduate of the University of Wisconsin, with a dual degree in engineering
physics and applied mathematics.
Martin Maassen, M.D., Chairman of the Board
Dr. Maassen became a Director in May 1999. He became our Chairman of
the Board in April, 2000. He is board-certified in internal medicine and
emergency medicine and has served as a staff physician in the emergency
departments of Jackson County, Deaconess, Union and St. Elizabeth hospitals in
Indiana since 1977. In addition to practicing medicine, he maintains an
expertise in computer technologies and their medical applications. Dr. Maassen
also currently sits on the board of directors of NetUniversity.com and Ultimate
Sports, Inc.
Michael L. Bagnoli, D.D.S., M.D., Director and Secretary
Dr. Bagnoli became a Director in May 1999. He holds degrees as a
medical doctor and a dental specialist. Since 1988 he has practiced dentistry in
the specialty area of oral and masiofacial surgery for a physician group in
Lafayette, Indiana. He introduced in his practice arthroscopy surgery along with
the full scope of arthroplastic and total joint reconstruction. Dr. Bagnoli was
founder, CEO and president of a successful medical products company, Biotek,
Inc., which was sold in 1994.
-14-
Compensation of Directors
We compensate our independent directors, Messrs. Maassen and Bagnoli,
with 5,000 shares of our common stock for each month of service. Although the
independent directors accrue 5,000 shares per month, these shares are not issued
on a monthly basis. As of the date of this prospectus, 120,000 shares are due to
each of Messrs. Maassen and Bagnoli but which have not yet been issued. We do
not have any arrangement for compensating our directors in cash for the services
they provide in their capacity as directors, including services for committee
participation or for special assignments.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following tables and the accompanying text list as of November 30,
2001, the beneficial ownership of our outstanding common stock by: (1)
beneficial owners of five percent or more of our outstanding common stock, and
(2) our executive officer, each of our directors, and our executive officer and
directors as a group. To our knowledge, except as specified in the tables and
the text below, there is no person who presently owns beneficially five percent
or more of our outstanding common stock.
Beneficial ownership of the Selling Stockholders after this offering
will depend on the number of shares actually sold by each of them, the number of
shares purchased pursuant to warrants owned by them and whether these shares are
subsequently sold by them. Beneficial ownership is determined in accordance with
the rules of the SEC and generally depends on voting or investment power with
respect to the shares. For purposes of calculating the percentages shown in the
chart, each person listed is also deemed to beneficially own any shares that
would be issued by contract or upon exercise of warrants or options currently
exercisable or exercisable within 60 days of the date of this prospectus. The
persons named below have sole voting and investment power with respect to all
shares of common stock shown as beneficially owned by them. The inclusion of any
shares as beneficially owned does not constitute an admission of beneficial
ownership of those shares.
Beneficial Owners of Five Percent or More of Our Outstanding Common Stock
Name and Address of Beneficial Owner Shares Percent
Columbia Financial Group 1,750,000 (1) 8.3%
1301 York Road, Ste 400
Lutherville, Maryland 21093
---------------------------------------
(1)Includes 1,750,000 shares issuable upon exercise of warrants that Columbia
Financial Group is currently entitled to.
As of November 30, 2001, Liberty Partners, LLC (8665 Flamingo Road,
Suite 2000, Las Vegas, Nevada 89147) ("Liberty") and Empire Fund Managers, LLC
(525 South 300 East, Salt Lake City, Utah, 84111) ("Empire") were each entitled
to 1,000,000 shares of our common stock and warrants to purchase an additional
1,000,000 shares, pursuant to a Unit Purchase Agreement between Liberty, Empire,
and us. If these shares are considered beneficially owned by Liberty and Empire,
their corresponding ownership percentage of our outstanding common stock would
be 9.4% for each of Liberty and Empire. However, under the Unit Purchase
Agreement, both Liberty and Empire are prohibited from acquiring shares of our
stock if the amount of shares acquired, together with all other shares of our
stock owned at the time of the acquisition, would result in Liberty or Empire
(as the case may be) owning more than 4.99% of our then outstanding shares of
common stock.
-15-
Executive Officer and Directors
Name of Beneficial Owner(1) Shares Percent
--------------------------- ------ -------
Gunther Than 2,675,940 (2) 12.2%
Martin J. Maassen 404,500 (3) 2.1%
Michael Bagnoli 150,000 (4) *
All Executive Officers and Directors 3,230,440 14.4%
as a Group (3 persons)
---------------------------------------
* Indicates beneficial ownership of less than 1% of the outstanding shares of
our common stock.
(1)The address of each person named below is the address of our principal
executive office.
(2)Includes 440,000 shares of common stock due to Mr. Than, but not issued.
(3)Includes 120,000 shares of common stock due to Mr. Maassen, but not issued.
(4)Includes 120,000 shares of common stock due to Mr. Bagnoli, but not issued.
DESCRIPTION OF SECURITIES
The summary of the terms of our capital stock set forth below does not
purport to be complete. For a detailed, complete description, please see our
Articles of Incorporation and our Bylaws, copies of which were filed with the
SEC as exhibits to our registration statement on Form SB-2 filed on January 11,
2000.
General
Our authorized capital consists of 50,000,000 shares of common stock,
$0.001 par value. As of the date of this prospectus, there are 19,225,620 shares
of common stock issued and outstanding. An additional 2,000,000 shares wil be
issued to Selling Stockholders in a private sale, and 500,000 shares will be
issued to a Selling Stockholder in a share exchange after the effective date of
the registration statement of which this prospectus is a part. In addition,
3,750,000 shares of common stock, all of which are covered under this
prospectus, are subject to issuance upon the exercise of outstanding warrants,
and there are 980,000 shares of common stock due to certain of our directors,
officers, employees and consultants that have not been issued as of the date of
this prospectus.
The transfer agent for the common stock is Interwest Transfer Co.,
Inc., 1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117.
Common Stock
Each share of our common stock has the same relative rights and is
identical in all respects with every other share of common stock.
Voting
The holders of the common stock are entitled to one vote for each share
they hold of record on all matters submitted to a vote of our stockholders.
Preemptive Rights
Holder of our common stock do not have preemptive rights with respect
to the issuance of shares. The common stock is not entitled to cumulative voting
rights with respect to the election of directors.
-16-
Dividends
The holders of common stock are entitled to pro rata dividends and
other distributions, if and when declared, by the board of directors out of
assets legally available for the payment of dividends. The payment of dividends,
if any, in the future rests within the discretion of the board of directors.
Liquidation and Redemption
Upon our liquidation, dissolution or winding up, the holder of each
share of common stock is entitled to share equally in the distribution of our
assets after the payment of liabilities. The holders of common stock are not
entitled to the benefit of any sinking fund provision.
The shares of common stock are not subject to any redemption
provisions, nor are they convertible into any other security or property. All
shares of common stock outstanding are fully paid and non-assessable.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITY
Florida corporations are authorized to indemnify against liability any
person who is a party to any legal proceeding because such person is a director
or officer of the corporation. The officer or director must act in good faith
and in a manner reasonably believed to be in the best interests of the
corporation and, with respect to any criminal action or proceeding, have no
reasonable cause to believe the conduct was unlawful. Florida law does not allow
indemnification for an act or omission that involves intentional misconduct or a
knowing violation of a law. In the case of an action by or on behalf of a
corporation, indemnification may not be made if the person seeking
indemnification is found liable, unless the court in which such action was
brought determines such person is fairly and reasonably entitled to
indemnification. Indemnification is required if a director or officer has been
successful on the merits.
The indemnification authorized under Florida law is not exclusive and
is in addition to any other rights granted to officers and directors. A
corporation may purchase and maintain insurance or furnish similar protection on
behalf of any officer or director.
Our articles of incorporation provide for the indemnification of
directors and executive officers to the maximum extent permitted by Florida law.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers or controlling persons pursuant to the
foregoing provisions or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
There is no pending litigation or proceeding involving any of our
directors, officers, employees or agents where indemnification would be required
or permitted. We are not aware of any threatened litigation or proceeding that
would result in a claim for such indemnification.
-17-
DESCRIPTION OF OUR BUSINESS
History
We incorporated in Florida in January, 1989 but did not become active
until September, 1998 when Gunther Than joined us as our president and we began
development of our product line. In October 1998, we acquired Real View Systems,
Inc. a company controlled by Gunther Than and his family by which we acquired
compression technology and computer equipment. In February 1999, we acquired
Xyros Systems, Inc. by which we acquired remote monitoring and storage
engineering, a qualified employee staff and computer hardware and software. In
May, 1999, we acquired ETMC, a contract manufacturer of electronic hardware and
assemblies with 15 years of manufacturing experience which we have absorbed and
whose equipment we use to manufacture our products. In March, 1999, we made our
first sales of our security and surveillance products. The potential market for
security and surveillance products and services throughout the world is huge and
has been enhanced by digital technology, greater storage capacity at a lower
cost and advanced software techniques including facial and character recognition
abilities.
Overview
Surveillance devices are common today and are used as a proven method
for protection and risk management. We develop, produce and market digital
security and surveillance systems and products utilizing video based cameras and
microphones. Our security systems, which are marketed under the trade name
SecureView, record video images digitally and permit their viewing remotely over
the customer's existing CCTV systems together with audio output over ordinary
telephone lines. Digital recording connects data to a computer readable format
rather than on a conventional video tape. We store the video output on computer
hard disks rather than VCR tapes which significantly improves access to stored
data. In addition, our systems are programmable and are capable of being
customized to satisfy each customer's special requirements, be it coverage which
is continuous or when events are detected. Our digital systems also employ
digital video data compression which saves space and time for transmissions.
In addition to SecureView, our products include the following:
o ViewStorage which is a competitively priced programmable VCR
replacement device that records video output digitally for
use with existing CCTV systems and which will not degrade as
tapes do;
o PlateView which is a license plate recognition system that
uses optical character recognition technology to provide an
additional means of identifying individuals in a
surveillance area for commercial or law enforcement use;
o CareView which is a system for monitoring loved ones such as
children at a day care center or at home with a baby sitter
or adult relatives at a nursing home or hospice;
o FaceView which is a system for analyzing facial
characteristics to identify individuals and persons for
access control and tracking; and
o WebView which is a low-priced retail product that allows a
user to capture and view remotely camera output from a
limited number of cameras via a connection to a server which
in turn is connected to the world-wide web for use by a
customer desiring a low cost way to monitor remote assets
-18-
such as a home or boat. We are marketing this product
through a separate web site, www.secureviewsystems.com.
We currently market our products principally to commercial users for
monitoring facilities for the protection of employees, customers and assets
which leads to both the curtailment of crime and loss prevention. We also market
our products to residential users and law enforcement agencies. We currently
distribute and support our products through a network of value-added domestic
and international resellers which we intend to expand.
Industry Background
The increased functionality that digital technology brings to CCTV
systems has made this a dynamic and rapidly growing market. Video transmission
is just beginning to transform from what was "closed-circuit" to a mix of
methods that will widen into hard-wired, phone line, TV cable and wireless link
systems. It is expected that this will expand user demand, create new product
opportunities and channels of distribution and expand the way in which other
communication services are used. The tragic events of September 11 have
generated an increased interest in surveillance and security products. This
heightened interest is expected to continue for the foreseeable future.
Business Strategy
We distribute our SecureView line of products, with add-on features, to
the market through a network of value-added resellers. We are also in
discussions with security companies and law enforcement agencies with respect to
distribution agreements.
We have ongoing reseller arrangements with small and medium sized
domestic and international resellers. Our reseller agreements grant a
non-exclusive right to sell our products. The reseller purchases from us at a
discount from list price and on other terms and conditions in effect at the time
of order. The agreements are generally for a term of one year and automatically
renew for successive one year terms unless terminated by notice or in the event
of breach.
We intend to market WebView through different channels. We plan to
offer WebView for direct retail sale on the world wide web and wholesale through
retail distributors. We do not have any agreements with any distributors and
will not seek any until we complete development of the product. This product
will be priced at a level to be attractive to retail consumers.
In addition to these products, through our acquisition of ETMC, we
acquired an ongoing business operation of providing contract electronic
component assembly and test services. ETMC had been in operation for over 15
years and had an established base of clients. ETMC had done approximately 60% of
its business for the commercial sector and 40% of its business for the
government sector. ETMC's diverse clients have included Hewlett-Packard, Martin
Marietta, Maryland Government Procurement Office, Lockheed Martin, and John
Hopkins's Applied Physics Labs under contract to NASA. We have absorbed ETMC's
business line into our business line while converting a portion of its
manufacturing capability to the production of our security and surveillance
products.
Our core strategy is to continue to build products and deliver services
that are marketable while at the same time developing new products and
applications to anticipate and meet the expanding needs of our customers. We are
also attempting to create alliances with various specialty markets which require
the use of security systems such as:
-19-
o installers of pools in certain states that require that all
residential pools have an alarm system;
o credit card companies that control their own ATM machines which
have surveillance systems; and
o gas stations and car washes which rely heavily on surveillance
systems.
We will also continue to offer upgrades and enhancements to existing
customers as a method of retaining customers. Every customer who does not
participate in the upgrade program is targeted by one of our sales persons one
year after the date of original purchase, at which time our warranty expires, to
offer our newest upgrades to existing systems.
Our Products
We manufacture several of the hardware components in our systems. We
assemble our systems by combining additional commercially available hardware and
software together with our proprietary software. We license software components
that are integrated into our proprietary software and installed in our systems.
We believe that we can continue to obtain components for our systems at
reasonable prices from a variety of sources. Although we have developed certain
proprietary hardware components for use in our products and purchased some
components from single source suppliers, we believe similar components can be
obtained from alternative suppliers without significant delay.
We have software licensing agreements for (i) compression software
components, (ii) for facial recognition to possibly integrate into our
proprietary software, and (iii) license to integrate commercially available
operating systems software into our proprietary software for installation into
our products.
SecureView
SecureView is a line of digital CCTV recording and remote monitoring
systems. Our digital CCTV SecureView system:
o takes video images captured by cameras;
o digitizes the video;
o stores the video according to times or criteria specified by the
customer;
o retrieves the visual data selectively in a manner that the
customer considers valuable or desirable;
o transmits the video across computer networks or ordinary phone
lines;
o has two way audio ability that can use real-time to communicate to
the location being monitored; and o triggers programmed responses
to events detected in the surveillance area such as break-ins or
other unauthorized breaches of the secured area.
Our system stores video output on computer hard discs, rather than VCR
tapes. Storage on computer hard discs allows selective access to stored data.
With a VCR, a user must search an entire tape to review a critical event, often
fast forwarding and rewinding. With computer hard disc, a user can gain
immediate access to stored data by doing a controlled search for the desired
data. Our systems come standard with up to 28 days storage.
Our systems are programmable -- they can be pre-set to take actions
when events are detected in the surveillance area. For example, they can be
programmed to begin recording when motion is detected in a surveillance area or
to notify the user if the system is not functioning properly. Because of the
programmable recording features, our systems can eliminate the unnecessary
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storage of non-critical image and audio data. This capacity allows the user to
utilize the hard disk storage more efficiently.
Our digital systems employ video data compression. This saves space for
storage and time for transmission especially on low bandwidth channels such as
plain telephone wiring.
Our SecureView line of products include the following features:
o users can remotely monitor multiple locations from a remote PC;
o connects to existing CCTV systems allowing retrofit enhancements
using our systems;
o uses any and all forms of telecommunications, such as standard
telephone lines;
o video can be monitored 24 hours a day by a security monitoring
center;
o allows uninterrupted "2-way" audio transmission while switching,
controlling and monitoring up to 16 cameras per unit;
o local and remote recording, storage and playback for up to 28
days, with optional additional storage capability;
o cameras can be concealed in ordinary home devices such as in smoke
detectors;
o monitors itself to insure system functionality with alert messages
in the event of covert or natural interruption;
o modular expansion system configuration allows user to purchase add
on components at a later date; and
o allows the user to set the system to automatically review an area
in desired camera sequence.
ViewStorage
ViewStorage is currently in development and is expected to reach market
later in 2001. ViewStorage is a competitively priced video storage system that
will archive the video from our systems. This storage device records video
output digitally, and can be configured to house almost any amount of storage of
video output from cameras.
Video recording can be programmed for continuous recording, timed Guard
Tour recording, or event driven recording. Unlike images stored on tape, images
stored on this VCR replacement device do not degrade over time. It also does not
require the on-going and expensive maintenance required by VCR recording
devices.
ViewStorage is modular in nature and can be expanded to add additional
storage, up to an amount that meets the requirements of each particular
customer. This product has a unique "camera and date/time filtering" feature
which allows the user to immediately locate the video recorded on a camera at a
given time and date.
PlateView
PlateView is a license plate recognition system that uses optical
character recognition technology to provide an additional means of identifying
individuals in a surveillance area. The system can be integrated into an access
control mechanism that can open gates or call an attendant to compare an
identification made from other data, such as a driver's license, with the
identification made with the license plate. Law enforcement personnel can use
this system in traffic enforcement. In addition to plate identification,
officers can receive early warnings as to a number of items, including whether
the owner of a car being stopped has outstanding arrest warrants or whether the
license plate matches the vehicle's registration. PlateView was brought to
market in the first quarter of 2000.
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CareView
Parent's rising concerns about the safety of their children at home
with a baby sitter or nanny or in a day care center - as well as the treatment
of a loved one in a nursing home - have created the need for a way of monitoring
activities in these facilities. We are developing the CareView system as an
option for the care facility. Users of the CareView system access the Internet
to scan the day care center's web site and immediately view the video output
produced by cameras installed at the care facility.
For nursing and hospice care facilities, the CareView system allows
family and friends to view loved ones when they are not able to be at the care
facility -- just by accessing the facilities' web sites.
The core of CareView is a proprietary personal computer board or
component that we have designed. CareView requires our proprietary software
capable for use on the Internet. We have developed a prototype of CareView and
have successfully tested it at our Maryland facility.
WebView
We are developing WebView, a low-priced retail product that allows a
user to capture camera output from a limited number of cameras and view that
output remotely via a connection to a server connected to the World Wide Web. It
consists of a proprietary personal computer card or component and proprietary
software that is compatible with use on the world wide web. This product is
ideal for the consumer who would like a low cost way to monitor his/her assets
remotely. We have developed a prototype of WebView and have successfully tested
it.
Markets
Our family of products offers government and law enforcement agencies,
commercial security professionals, private businesses and residential consumers
a dramatically enhanced surveillance capacity. It also offers a more efficient
and economical method to store, search and retrieve historically stored data.
Residential
The residential home security user will purchase our products from
either commercial companies installing either self-contained or centrally
monitored systems, or directly from retail distribution centers.
Utilizing our technology, individuals can run their own perimeter and
interior surveillance systems from their own home computer. Real time action can
be monitored remotely at homes through a modem and the Internet. There is also
the capability to make real-time monitors wireless. In turn, this reduces the
expense and time of the home installation and makes installation affordable for
a majority of homeowners.
An additional advantage of our technology is that it allows for the
storage of information on the home computer and does not require a VCR.
Commercial
Commercial business users represent the greatest potential users of our
surveillance products. Commercial businesses have already realized the need for
using surveillance devices for protection. Our products provide observation of
facilities for protection of employees, customers, and assets. This can result
in the curtailment of crime and loss prevention by employees and others. The
market for this technology is the same as the current market for analog CCTV
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systems, including hospitals, schools, museums, and retail, manufacturing and
warehousing facilities.
Our system reduces the requirements for a guard force. In addition,
lesser number of security personnel are needed to monitor, verify and respond to
tripped alarms.
Our products and technology can be used where there is a temporary
requirement for real-time surveillance in areas where an analog CCTV system is
impractical or impossible. Examples of this are special events, concerts, and
conventions. Our systems reduce the need for a large guard force and provide
unobtrusive monitoring of these events.
Law Enforcement
The gathering of video and data images is commonplace in law
enforcement. The data is used to protect both the law enforcement officer and
the suspect. It is also used as a historical record for prosecution and event
verification.
Because our technology can be used for stakeouts and remote monitoring
of areas, we believe there is a market potential with law enforcement agencies.
We have been asked to submit proposals for license plate recognition systems
that help law enforcement identify people entering a surveillance area.
Law enforcement agencies are also frequently using robotic systems to
investigate and disarm explosive devices. The robotic systems are severely
limited in flexibility by the need to utilize CCTV systems with a VCR, which can
be overcome by the use of our digital technology.
Competition
The markets for our products are extremely competitive. Competitors
include a broad range of companies that develop and market products for the
identification and video surveillance markets. Competitors in the market for our
identification product, PlateView, include Polaroid Corporation, Loronix
Information Systems, Data Card Corporation, Dactek International, Inc.
Competitors in the video surveillance market include numerous VCR suppliers and
digital recording suppliers including, Loronix Information Systems, Inc.,
Sensormatic Corporation and NICE Systems, Ltd.
We believe the introduction of digital technology to video surveillance
and security systems is our market opportunity. We believe that many of the
established CCTV companies have approached the design of their digital CCTV
products from the standpoint of integrating their digital products to existing
security and surveillance product offerings. These systems are closed, not
easily integratable with other equipment and not capable of upgrades as
technology improves. We have designed our systems so that they are open,
compatible with other digital and analog systems, and easily adaptable to
technological advances that will inevitably occur with digital technology.
Intellectual Property
Certain features of our products and documentation are proprietary and
we rely on a combination of patent, contract, copyright, trademark and trade
secret laws and other measures to protect our proprietary information. As part
of our confidentiality procedures, we generally enter into confidentiality and
invention assignment agreements with our employees and mutual non-disclosure
agreements with our manufacturing representatives, dealers and systems
integrators. Notwithstanding such actions, a court considering these provisions
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may determine not to enforce such provisions or only partially enforce such
provisions. We also limit access to and distribution of our software,
documentation and other proprietary information.
Because the software and firmware (software imbedded in hardware) are
in a state of continuous development, we have not filed applications to register
the copyrights in these items. However, under law, copyright vests upon creation
of our software and firmware, and registration is not a prerequisite for the
acquisition of copyright rights. We take steps to insure that notices are placed
on these items to indicate that they are copyright protected. The copyright
protection for our software extends for the statutory period from the date of
first "publication" (distribution of copies to the general public) or from the
date of creation, whichever expires first.
We are in the process of applying to the U.S. Patent and Trademark
Office for patent protection of important components of our products. We plan to
prepare and file applications to register the trademarks SecureView, CareView
and WebView.
We provide software to end-users under non-exclusive "shrink-wrap"
licenses (or automatic license executed once the package is opened) which
generally are nontransferable and have a perpetual term. Although we do not
generally make source code available to end-users, we may, from time to time,
enter into source code escrow agreements with certain customers. We have also
licensed certain software from third parties for incorporation into our
products.
Government Regulation
We are not subject to Government regulation in the manufacture and sale
of our products, and the components in our products. However, our resellers and
end users will be subject to numerous regulations that stem from proposed
activities in surveillance. Security and surveillance systems, including
cameras, raise privacy issues. Our products involve both video and audio, and
added features for facial identification. The regulations regarding the
recordation and storage of this data are uncertain and evolving. For example,
under the Federal wiretapping statute, the audio portion of our surveillance
systems may not record people's conversations without their consent. Further,
there are state and federal laws associated with recording video in non-public
places. Shipments of our products internationally may be regulated as to certain
countries that raise national security concerns. These laws are evolving.
Employees
We employ 18 persons including three persons in part-time positions. We
also employ four independent contractors who devote a majority of their work to
a variety of our projects. Our employees are not presently covered by any
collective bargaining agreement. Our relations with our employees are good, and
we have not experienced any work stoppages.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion and analysis should be read in conjunction
with our financial statements and the accompanying notes. In addition to
historical information, this Form 10-KSB 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.
In the first several years of operation since September 1998, we have
devoted most of our resources to the research and development 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. During the last year we have been working on delivering new products to
market and enhancing and upgrading our product line. Until we more fully develop
our sales and distribution network, we expect our operating losses to continue.
Although our revenue from contract manufacturing services has decreased
significantly, we still provide contract manufacturing services, and remain
ready to take advantage of potential increases in this market. ETMC had provided
such services for more than 15 years and had an established customer base. While
we have continued the contract manufacturing business line, we have increased
ETMC's manufacturing capacity to permit production of our products.
The tragic events of September 11, 2001 generated a larger than normal
interest in our products and services. This trend has continued and inquiries
regarding our products have increased substantially. On-line and web site
inquires more than quadrupled and phone inquires have more than tripled since
September 11, 2001. We have added two more inbound telephone lines and are
staffing to meet the increased demand. As of September 30, 2001, we had
$2,800,000 of purchase orders, some which are backed by letters of credit.
NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED WITH THE NINE MONTHS ENDED
SEPTEMBER 30, 2000
Results of Operations
Revenue
For the nine months ended September 30, 2001, revenues from sales of
our products increased $597,863 or 407% to $744,842 from $146,979 in the same
period last year, and revenues from sales of our services decreased $251,568 or
96% to $9,512 from $261,080 in the same period last year. Of the $754,354 in
total revenue during the nine month period ended September 30, 2001, $744,842 or
99% was derived from sales of systems and $9,512 or 1% from sales of contract
manufacturing services. While the percentage of revenues generated from sales of
our contract manufacturing services has decreased to only 1% of our revenues, we
will continue to offer contract manufacturing services, and remain ready to take
advantage of potential increases in this market.
Gross Profit
Gross profit on sales for the nine months ended September 30, 2001,
increased $196,888 or approximately 100%, to $393,779 compared with $196,891 in
the same period last year. Gross profit margin for the nine months ended
September 30, 2001, was 52% compared with 48% in the same period last year.
Because of low net sales we achieved in the period last year ended September 30,
2000, we do not believe gross profit margin comparisons are meaningful at this
stage of our operations.
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Costs and Expenses
Operating expenses for the nine months ended September 30, 2001,
decreased to $1,276,073 from $1,376,264 for the comparable period in 2000. The
decrease is principally due to decreased expenditures in sales promotions.
Costs of Products and Services Sold. The cost of products and services
sold was $360,575 for the nine months ended September 30, 2001 and represents
48% of revenue for the period, compared to $211,168 for the nine months ended
September 30, 2000 which represents 52% 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. 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 is based on estimates of inventory used
in products sold.
Research and Development Expense. No expenditures were made on research
and development for the nine months ended September 30, 2001, as compared with
$143,840 in the same period last year.
Salaries and Benefits. We spent $422,178 on salaries and benefits for
the nine months ended September 30, 2001, as compared with $420,032 for the same
period last year. Going forward, we plan to significantly increase our
expenditures in salaries and benefits to address the additional staffing needed
in the aftermath of the events of September 11.
Net Operating Loss.
Net loss was $(882,294) for the nine months ended September 30, 2001,
compared to a net loss of $(1,179,373) for the nine months ended September 30,
2000. The basic and fully diluted loss per share is $.02 for the third quarter
2001, compared to $.05 for the same period last year. The basic and fully
diluted loss per share for the nine months ended September 30, 2001 is $.07
compared to $.15 for the same period last year.
Changes in Financial Condition
As of September 30, 2001, we had total assets of $2,451,389 an increase
of $563,965 over the December 31, 2000 balance of $1,887,424. Total liabilities
were $541,630, at September 30, 2001, resulting in stockholders' equity of
$1,909,759, an increase of $631,706 from the December 31, 2000 balance of
$1,278,053.
During the nine months ended September 30, 2001, our cash increased
from $265,245 at December 31, 2000, to $366,207 at September 30, 2001. Net cash
used in operating activities was $1,257,231 for the nine months ended September
30, 2001, including increases in accounts receivable of $407,471, increases in
inventory of $78,103, and decreases in accounts payable of $8,077.
Net cash generated from financing activities during the nine months
ended September 30, 2001 was $1,392,448, consisting of proceeds received from
sales of stock of $1,489,000, less $61,189 advanced to stockholders, less
payments of $35,363 made on a promissory note to Columbia Bank with an
outstanding principal balance of $6,720 at September 30, 2001.
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As a result of the foregoing, at September 30, 2001 we had working
capital of $560,507, $562,488 of net trade accounts receivable, and $173,442 in
inventory. We have provided and may continue to provide payment term extensions
to certain of our customers from time to time. As of September 30, 2001 there
were not material payment term extensions in effect.
Our inventory balance at September 30, 2001, was estimated to be
$173,442. 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 frequently require 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, and the resulting
materials purchases and inventory increases, will adversely affect liquidity in
any material respect.
YEAR ENDED DECEMBER 31, 2000, COMPARED TO YEAR ENDED DECEMBER 31, 1999
Results of Operations
Revenue
In 1999, our revenues totaled $303,711 of which $65,954 was derived
from sales of security systems and $237,757 from sales of contract manufacturing
and test services. In 2000, our revenues totaled $661,789, or an increase of
118% over the prior year.
In 2000, we derived $319,376, or 48% of revenues from sales of security
systems and $342,413, or 52%, from sales of contract manufacturing and test
services. This represents a major change from the prior year in which 78% of
revenue derived from contract manufacturing and only 22% of revenue was derived
from sales of security systems. In the last quarter of 2000, only 32% of the
revenues were derived from contract manufacturing in the face of increasing
revenues.
Gross Profit And Operating Expenses
Gross profit on sales for the year ended December 31, 1999, was $45,333
compared to $225,479 for the year ended December 31, 2000, a fivefold increase.
Gross profit margin was 15% in 1999 and 34% in 2000.
Operating expenses for the year ended December 31, 1999, were
$3,716,229, compared with $2,429,761 in 2000. Approximately, $2,147,000 of our
operating expenses in 1999 were attributable to the issuance of shares of our
common stock as compensation and incentive, and as a means to attract and retain
qualified personnel. As a result cash operating expenses in 1999 were only
$1,569,229. Approximately $345,000 of our operating expenses in 2000 were
attributable to the issuance of shares of our common stock as compensation
resulting in cash expenses of $2,084,761 for that year.
Costs And Expenses
Costs Of Products And Services Sold. The cost of products and services
sold, consisting principally of the costs of labor, hardware components,
supplies and software amortization, was $436,310 in 2000 as compared to $258,378
in 1999, and represented 85% of revenue in 1999 and 66% of revenue in 2000, a
decrease of approximately 20%. As product sales in the future account for a
larger percentage of overall sales, we expect that our costs of goods and
services sold will decline as a percentage of total revenue and stabilize in the
mid 70% range. Our profit margins on sales of security systems exceeds our
profit margins on sales of services. We are currently working on engineering
changes in our security products that we expect will further lower component
costs for these products.
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Salaries And Benefits. We spent $2,045,531 in salaries and benefits in
1999. We organized and staffed up in 1999, converting many independent
contractors to employees. In 2000, we spent $794,166 for salaries and
professional fees. We incurred expenses associated with issuing shares of our
common stock to employees of $2,045,531 in 1999 and $344,802 in 2000. We believe
these expenses were necessary in the past and will continue to be necessary in
the future in order to attract qualified personnel and conserve cash during our
early years of operation.
Research And Development Expense. We spent $210,143 in 1999 on research
and development and $132,300 in 2000. We expect to continue to fund new product
development in 2001 at or above the dollar levels expended in 2000.
Investor Relations Expenses. Investor relations expenses increased from
$212,086 in 1999 to $392,136 in 2000. Included in this expense category is the
issuance of shares of our common stock to Columbia Financial Group, LLC and
Magnum Financial in California in partial payment of their services in providing
investor relations support.
Professional Fees. Professional fees increased from to $317,100 in 1999
to $359,131 in 2000. These fees include attorneys, accountants, and programming
contractors.
Write-Off Of Goodwill And Other Intangible Assets.
Following the consummation of the purchase of ETMC it experienced a
significant decrease in sales volume. For the seven months following the
purchase through December 31, 1999, ETMC sales to unrelated entities totaled
$231,970 which, if annualized, amount to approximately $400,000, less than half
of the previous years sales of $820,000. Additionally, ETMC's sales volume for
the year 2000 was $342,413. In accordance with applicable accounting
requirements, we determined that the following changes in circumstances had
occurred which required a review for possible impairment: a significant change
in the manner in which the asset was used, current period operating and cash
flow losses, and a forecast of continuing losses.
Our impairment review consisted of an analysis of the future sales
prospects of ETMC's manufacturing business and an evaluation of the cash flows
to be realized hereafter. Our review indicated that sales volume would not
increase significantly from the current levels for the foreseeable future. At
these significantly decreased sales levels, cash flows to be realized from this
business line would be negative due to fixed operating expenses exceeding gross
profit on sales. We also considered the fact that ETMC continues to provide a
skilled employee force and a captive manufacturing resource that was used in the
original valuation of the combination. As a result of this analysis, we
determined the remaining value of the goodwill to be associated with the captive
manufacturing capabilities and skill set of ETMC to be more than half of the
book value, and our related write-off of 40% of the goodwill is consistent with
that valuation.
Net Operating Loss
Net loss was $3,670,896 for 1999, or $.63 per share, compared to a net
loss of $2,204,282 or $.18 per share for the year 2000. We have accumulated an
aggregate of approximately $1.7 million of net operating loss carry-forwards as
of December 31, 2000, which may be offset against taxable income in future
years. The use of these losses to reduce income taxes will depend on the
generation of sufficient taxable income prior to their expiration in the year
2018. In the event of certain changes in control, there will be an annual
limitation on the amount of net operating loss carry-forwards which can be used.
No tax benefit for these carry-forwards has been reported in the financial
statements for the years ended December 31, 1999 or 2000.
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Changes in Financial Condition
As of December 31, 2000, we had total assets of $ 1,887,424, an
increase of approximately $55,000 over last year's $1,831,860. Total liabilities
were $609,371, resulting in stockholders' equity of $1,278,053, a decrease from
last year's $1,447,861 of $169,808.
During the year ended December 31, 2000, our cash increased from
$89,150 at December 31, 1999, to $265,245 at December 31, 2000. Net cash used in
operating activities was $1,222,519 for the year ended December 31, 2000,
including increases in accounts receivable of $61,739, decreases in inventory of
$45,874, increases in accounts payable of $227,141 and increases in accrued
interest of $11,000.
Net cash generated from financing activities during the year ended
December 31, 2000, was $1,480,727, consisting of proceeds received from the sale
of stock, plus $56,452 advanced from stockholders, less payments made on a
promissory note with an outstanding principal balance of $42,083, plus accrued
and unpaid interest, which note accrues interest at a rate of 2% plus prime, to
Columbia Bank. View Systems pays $5,000 per month to Columbia Bank.
As a result of the foregoing, as of December 31, 2000, we had negative
net working capital of $93,770, $155,017 of trade accounts receivable and
$95,339 in inventory. We have provided and may continue to provide payment term
extensions to certain of our customers from time to time. As of December 31,
2000, we have not granted material payment term extensions.
Our inventory balance at December 31, 2000, was estimated to be
$95,339. 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.
LIQUIDITY AND CAPITAL RESOURCES
Since the start-up of our operations in 1998, we have funded our cash
requirements primarily through equity transactions. We received $8,276,259 since
inception through the issuance of our common stock. 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. 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 believe that cash from operations, funds available, and the proceeds
received from the sales to the Selling Stockholders of the shares that are
covered by this prospectus, as well as the cash that will be generated if the
warrant holders that have shares covered under this prospectus exercise their
warrants, will sustain our operations and allow for anticipated growth in
operations and strategic acquisitions through September 30, 2002.
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 timing of necessary research and development
expenditures;
o the amount and timing of expenditures to sufficiently market and
promote our products; and
o the amount and timing of any accessory product introductions.
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We intend to use the cash raised from the exercise of warrants held by
the Selling Stockholders to the following:
o bring our FaceView, PlateView and Access Control 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 sales and marketing 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 $2 million and $3
million to launch our expanded business operations in accordance with our
current business plan.
DESCRIPTION OF PROPERTY
We lease 6,000 square feet of space used for executive offices and
engineering design and manufacturing facilities in Baltimore, Maryland. The
lease term commenced on May 1, 2001 and ends on April 30, 2003. During the term
of the lease, the rent is $2,200 per month.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following information summarizes certain transactions we engaged in
during the past two years, or we propose to engage in, involving our executive
officers, directors, 5% stockholders or immediate family members of those
persons:
View Technology, Inc. is a privately held Colorado corporation founded
in 1994 by Gunther Than, our President and CEO. Mr. Than is also President and
CEO of View Technology. We advanced monies from time to time during 1999 to View
Technology to provide it with working capital in order to complete development
of certain products which we manufacture and market. As of this date, View
Technology is indebted to us in the amount of $90,990. We also had a license
agreement with View Technology for use of compression software. We no longer use
View Technology to assist us in the development of our products or its
compression software. It is not likely that we will collect in the future any of
View Technology's indebtedness to us.
From time to time during 1999, we advanced non-interest bearing loans
to Gunther Than and his wife, who was our employee. All of such loans have been
repaid. In addition during 1999, we also redeemed 59,860 shares of our common
stock owned by Mr. Than at a price of $2.00 per share or $119,720 in the
aggregate, consisting of $52,000 cash and the cancellation of $67,719 of his
indebtedness due to us. Mr. Than was granted the option for a period of two
years after the redemption to repurchase the shares at a price per share of
$2.00 plus interest on the cancelled debt at the rate of 10% per year. Mr. Than
has not taken a salary from us during 2001. Consequently, as of November 30,
2001, we owe Mr. Than compensation in the amount of $110,000.
See "Executive Compensation" for a description of warrants and stock
issued to our directors and officers.
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MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
Our shares are traded on the Over-The-Counter Bulletin Board under the
symbol "VYST.OB." The high and low bids for the periods indicated, according to
information from the National Quotation Bureau, were:
2001 High Low
Quarter ended March 31, 2001 1.09 .47
Quarter ended June 30, 2001 .71 .41
Quarter ended September 30, 2001 .71 .16
2000 High Low
Quarter ended March 31, 2000 4.19 2.06
Quarter ended June 30, 2000 3.19 1.13
Quarter ended September 30, 2000 1.60 .44
Quarter ended December 31, 2000 .88 .38
1999 High Low
Quarter ended September 30, 1999 5.00 2.25
Quarter ended December 31, 1999 6.35 2.00
As of November 30, 2001, we had 252 stockholders of record.
These quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
Dividend Policy
We have not declared or paid cash dividends or made distributions in
the past, and we do not anticipate that we will pay cash dividends or make
distributions in the foreseeable future. We intend to retain and invest future
earnings to finance our operations.
-31-
EXECUTIVE COMPENSATION
No compensation was payable to any executive officer for any fiscal
year until the fiscal year ending December 31, 1999. No officer or director
received compensation in any fiscal year in excess of $100,000 with the
exemption of Gunther Than, currently our only executive officer. The following
table sets forth certain information concerning his compensation for the years
ending December 31, 1999 and December 31, 2000.
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
Securities
Under-
Other Restricted lying
Annual Stock Options/ LTIP All Other
Name and Year Salary Bonus Compensation Award(s) SARs Payouts Compensation
Principal Position ($) ($) ($) ($) (#) ($)
------------------ --- --- --- --- --- ---
Gunther Than, 1999 $72,000 $337,500(1) --- 60,000(2) --- 0
President and CEO 2000 $96,000 $110,400(3) --- 0
(1) The bonus amount represents 300,000 shares awarded to Gunther Than in 1999
for bringing about the acquisition of ETMC, 150,000 of which vested in 1999 and
150,000 of which vested in 2000. The 300,000 shares were valued at a price of
$1.35 per share which was market value less a discount based on the trading
restrictions on the shares.
(2) These options were granted to Mr. Than as non-qualified options under our
stock options plan to acquire 60,000 shares at an option price of $.01 per share
which vest at the rate of 5,000 shares per month commencing July 1999.
(3) This amount represents 480,000 shares of our common stock valued at $.23 per
share which was market value less a discount based on the trading restrictions
on the date of issuance. The shares were granted to Mr. Than pursuant to his
employment agreement.
Employment Agreements
Mr. Than has an Executive Employment Agreement with us to serve as our
President and Chief Executive Officer, effective June 1, 1999, without a term
but terminable by either party on 60 days written notice. He is entitled to
compensation in the amount of $10,000 per month for the calendar year 2001, and
an accrual payment of 480,000 shares of our common stock per year in exchange
for his covenants not to compete with us for a period of one year after any
termination of the Agreement. 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 over a three
year period.
Certain employees are eligible to receive up to 2,000 shares per month
as part of their compensation from us. As of November 30, 2001, the number of
shares due to such employees was 180,000.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Prior to becoming a reporting company under the Exchange Act on October
6, 1998, we acquired RealView Systems, Inc. ("Real View"). RealView was acquired
by us through a share exchange, as a result of which, RealView became our wholly
owned subsidiary. Due to the immateriality of this transaction, we accounted for
it as a pooling of interest. As a result, all of our financial statements and
financial information were restated to include the amounts and results of
operations of RealView.
Following the acquisition, we decided to become a fully reporting
company under the Exchange Act. To become a reporting company, we filed a
-32-
registration statement on Form 10SB to register our common stock under Section
12(g) of the Exchange Act on August 13, 1999. We were required to include in
this registration statement audited statements of income, cash flows and changes
in stockholders' equity for 1997 and 1998. This required us to include the
financial information for RealView for 1997 and 1998.
RealView had engaged the accounting firm of Katz, Abosch, Windesheim,
Gershman & Freedman, P.A. (Katz, Abosch) to provide audit accounting services
and to render an independent audit report, dated June 1, 1998, of the financial
statements of RealView as of December 31, 1997, and the related statements of
operations, stockholders' equity and cash flows for the year then ended and for
the period from September 15, 1993 (inception) to December 31, 1997.
We requested and received Katz, Abosch's authorization to include the
results of their audit in our financial reports in our Form 10SB and in our
registration statement on Form SB-2, which we filed on January 11, 2000.
However, as a matter of its own internal policy, Katz, Abosch does not provide
audit accounting services to public companies. Therefore, it did not offer to
provide audit accounting services to us and we engaged another company, Stegman
& Company to provide such services.
Katz, Abosch did not render an adverse opinion or disclaimer of opinion
with regard to its audit of the financial statements of RealView, nor was its
audit work for RealView modified as to uncertainty, audit scope, or accounting
principles. The decision to engage Stegman & Company as our auditors was
approved by both our board of directors and stockholders. We did not have any
disagreements with Katz, Abosch on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
AVAILABLE INFORMATION
We are subject to the information reporting requirements of the
Securities Exchange Act and, accordingly, file reports and other information
with the Commission. Such reports and other information are available for
inspection and copying at the public reference facilities maintained by the
Commission at Room 1026, 450 Fifth Street N.W., Washington, D.C. 20549, and the
public may obtain information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. The information is also available at the
Commission's regional offices located at 7 World Trade Center in New York, NY
10007, at the Klucynski Building, 230 Fourth Dearborn Street, in Chicago, IL
60604 and at 5757 Wilshire Boulevard, Los Angeles, CA 90024. Copies of such
material also may be obtained from the Public Reference Section of the
Commission, 450 Fifth Street N.W., Judiciary Plaza, Washington, D.C. 20549 at
prescribed rates and are also available on the Commission's web site at
www.sec.gov
ADDITIONAL INFORMATION
We filed a registration statement with the Commission under the
Securities Act with regard to the securities offered hereby. This prospectus
does not contain all of the information set forth in the registration statement
and in the exhibits and schedules thereto, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information reference is made to such registration statement and the exhibits
and schedules thereto. The registration statement and any amendments, including
exhibits are available for inspection and copying as set forth above. We intend
to distribute annual reports containing audited financial statements to our
stockholders.
-33-
Index To Financial Statements
View Systems, Inc
Page No.
--------
Independent Auditors' Report F-1
Consolidated Balance Sheet at December 31, 2000 F-2
Consolidated Statements of Operations for the F-3
Years Ended December 31, 2000 and 1999
Consolidated Statements of Changes in Stockholders'
Equity for the years ended December 31, 2000 and 1999 F-4
Statements of Cash Flows for the
years ended December 31, 2000 and 1999 F-5
Notes to Consolidated Financial Statements F-7
Consolidated Balance Sheet at September 30, 2001 F-16
Consolidated Statements of Operations for the Nine Months and F-17
Quarter ended September 30, 2001 and 2000
Consolidated Statements of Changes in Stockholders' Equity
for the Period from January 1, 2000 to September 30, 2001 F-18
Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2001 and 2000 F-19
Notes to Consolidated Financial Statements F-20
The Board of Directors and Stockholders
View Systems Inc.
Columbia, Maryland
We have audited the accompanying consolidated balance sheet of View
Systems Inc. and Subsidiaries (the Company) as of December 3l, 2000 and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for the years ended December 3l, 2000 and 1999. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the accompanying consolidated balance sheet as of
December 31, 2000 and the related consolidated statements of operations, changes
in stockholders' equity and cash flows for the years ended December 3l, 2000 and
1999 present fairly, in all material respects, the financial position of the
Company as of December 31, 2000 and the results of its operations and cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States.
Stegman & Company
Baltimore, Maryland
March 15, 2001
F-1
VIEW SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2000
ASSETS
CURRENT ASSETS:
Cash $ 265,245
Accounts receivable (net of allowance for doubtful accounts of $10,000) 155,017
Inventory 95,339
---------
Total current assets 515,601
---------
PROPERTY AND EQUIPMENT:
Equipment 323,766
Leasehold improvements 20,261
Software tools 15,071
Vehicles 43,772
---------
402,870
Less accumulated depreciation 79,814
---------
Net value of property and equipment 323,056
---------
OTHER ASSETS:
Goodwill 894,383
Investments 28,000
Due from affiliated entities 105,552
Due from affiliate 20,000
Deposits 832
---------
Total other assets 1,048,767
---------
TOTAL ASSETS $1,887,424
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 401,247
Note payable - bank 42,083
Accrued interest 22,000
Notes payable - other 110,000
Due to stockholder 2,090
Payroll tax liabilities 31,951
----------
Total current liabilities 609,371
----------
STOCKHOLDERS' EQUITY:
Common stock - par value $.01, 50,000,000 shares authorized,
Issued and outstanding - 11,481,031 shares 11,481
Additional paid-in capital 7,364,502
Accumulated deficit (6,097,930)
----------
Total stockholders' equity 1,278,053
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,887,424
==========
See accompanying notes
F-2
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
2000 1999
---- ----
REVENUE:
Sales of contract assembly services $ 319,376 $ 65,954
Sales of assembled electronic components 342,413 237,757
----------- -----------
Total sales 661,789 303,711
Cost of goods sold 436,310 258,378
----------- -----------
GROSS PROFIT ON SALES 225,479 45,333
----------- -----------
OPERATING EXPENSES:
Advertising and promotion 20,931 23,256
Amortization 113,135 95,299
Bad debts 14,010 -
Business development expense 133,393 140,000
Contributions 10,347 2,500
Depreciation 44,765 29,856
Dues and subscriptions 2,573 3,379
Employee compensation and benefits 794,166 2,045,531
Impairment loss of goodwill and other intangible assets - 244,155
Insurance 21,088 17,038
Interest 23,338 51,262
Investor relations 392,136 212,086
Miscellaneous expenses 13,692 19,445
Office expenses 94,846 69,989
Professional fees 359,131 317,100
Rent 121,951 74,228
Repairs and maintenance 9,148 10,167
Research and development 132,300 210,143
Taxes (other than income) 5,249 3,201
Telephone 35,807 28,398
Travel 72,851 105,813
Utilities 14,904 13,383
----------- -----------
Total operating expenses 2,429,761 3,716,229
----------- -----------
NET LOSS FOR THE YEAR $(2,204,282) $(3,670,896)
=========== ===========
LOSS PER SHARE:
Basic $( 0.19) $( 0.63)
=========== ===========
Diluted $( 0.19) $( 0.63)
=========== ===========
See accompanying notes
F-3
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
Additional Total
Common Paid-In Accumulated Stockholders'
Stock Capital Deficit Equity
------ ---------- ----------- ------------
Balances at January 1, 1999 $ 4,167 $ 406,253 $( 222,752) $ 187,668
Sale of common stock 952 1,425,377 - 1,426,329
Redemption of common stock ( 191) ( 396,590) - ( 396,781)
Issuance of common stock (employee
and other compensation) 1,469 2,145,864 - 2,147,333
Issuance of common stock
(Xyros acquisitions) 150 562,350 - 562,500
Issuance of common stock
(ETMC acquisitions) 250 787,250 - 787,500
Issuance of common stock (debt
conversion) 370 403,838 - 404,208
Net loss for the year ended
December 31, 1999 - - (3,670,896) (3,670,896)
------- --------- --------- ---------
Balances at December 31, 1999 7,167 5,334,342 (3,893,648) 1,447,861
Sales of common stock 2,843 1,448,097 - 1,450,940
Stock options exercised 88 894 - 982
Issuance of common stock (employee
and other compensation) 1,383 581,169 - 582,552
Net loss for the year ended
December 31, 2000 - - (2,204,282) (2,204,282)
------- --------- --------- ---------
Balances at December 31, 2000 $11,481 $7,364,502 $(6,097,930) $1,278,053
======= ========= ========== =========
See accompanying notes.
F-4
VIEW SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,204,282) $( 3,670,896)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 157 ,900 125,155
Impairment loss of goodwill and other intangible assets - 244,155
Employee and other compensation paid through
the issuance of common stock 582,552 2,147,333
Employee compensation related to stock
options granted - 87,420
Interest paid through issuance of common stock - 33,000
Changes in operating assets and liabilities:
Accounts receivable ( 61,739) ( 93,278)
Inventory 45,874 ( 141,213)
Other assets 6,175 ( 6,571)
Accounts payable 227,141 150,333
Accrued interest 11,000 11,000
Payroll taxes payable 12,788 19,163
----------- ----------
Net cash used by operating activities (1,222,591) ( 1,094,399)
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment ( 67,479) ( 50,354)
Funds advanced to affiliated entities ( 14,562) ( 459,180)
Investment in MediaComm Broadcasting Systems, Inc. ( - ) ( 28,000)
----------- ----------
Net cash used in investing activities ( 82,041) ( 537,534)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans provided by stockholders 56,452 132,071
Repayment of note payable-bank ( 27,647) ( 5,270)
Proceeds from sales of stock 1,451,922 1,426,329
----------- ----------
Net cash provided by financing activities 1,480,727 1,553,130
----------- ----------
NET INCREASE( DECREASE) IN CASH 176,095 ( 78,803)
CASH AT BEGINNING OF YEAR 89,150 167,953
----------- ----------
CASH AT END OF YEAR $ 265,245 $ 89,150
=========== ==========
See accompanying notes
F-5
VIEW SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
(Continued)
2000 1999
---- ----
Schedule of noncash investing and financing transactions:
Common stock issued to effect purchase of
Eastern Tech Manufacturing, Inc. $ - $ 787,500
====== =======
Debt issued to effect purchase of
Eastern Tech Manufacturing, Inc. $ - $ 148,184
====== =======
Common stock issued for to effect purchase
of Xyros Systems, Inc. $ - $ 562,500
====== =======
Common stock issued for conversion of debt $ - $ 404,208
====== =======
Common stock redeemed in exchange for receivable $ - $ 396,781
====== =======
Cash paid during the period for:
Interest $ 12,338 $ 45,379
====== ======
Income taxes $ - $ -
======= ======
See accompanying notes
F-6
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
1. NATURE OF OPERATIONS AND 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, were devoted primarily to raising
capital, developing the technology, promotion, and administrative functions. 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 condition 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).
F-7
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
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
Repairs and maintenance charges which do not increase the useful lives
of assets are charged to operations as incurred. Depreciation expense for the
years ended December 31, 2000 and 1999 amounted to $44,765 and $29,856
respectively.
Impairment of Long-Lived Assets
Long-lived assets and identifiable intangibles (including goodwill) to
be held and used are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount should be addressed. Impairment
is measured by comparing the carrying value to the estimated undiscounted future
cash flows expected to result from use of the assets and their eventual
disposition.
Income Taxes
Deferred income taxes are recorded under the asset and liability
method whereby deferred tax assets and liabilities are recognized for the future
tax consequences, measured by enacted tax rates, attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss carryforwards. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period the rate change becomes effective. Valuation
allowances are recorded for deferred tax assets when it is more likely than not
that such deferred tax assets will not be realized.
Research and Development
Research and development costs are expensed as incurred. Equipment and
facilities acquired for research and development activities that have
alternative future uses are capitalized and charged to expense over the
estimated useful lives.
Advertising
Advertising costs are charged to operations as incurred. Advertising
costs for the years ended December 31, 2000 and 1999 were $20,931 and $23,256,
respectively.
F-8
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
Nonmonetary Transactions
Nonmonetary transactions are accounted for in accordance with
Accounting Principles Board Opinion No. 29 Accounting for Nonmonetary
Transactions which requires the transfer or distribution of a nonmonetary asset
or liability to be based, generally, on the fair value of the asset or liability
that is received or surrendered, whichever is more clearly evident.
Financial Instruments
For most financial instruments, including cash, accounts receivable,
accounts payable and accruals, management believes that the carrying amount
approximates fair value, as the majority of these instruments are short-term in
nature.
Net Loss Per Common Share
Basic net loss per common share ("Basic EPS") is computed by dividing
net loss available to common stockholders by the weighted average number of
common shares outstanding. Diluted net loss per common share ("Diluted EPS") is
computed by dividing net loss available to common stockholders by the weighted
average number of common shares and dilutive potential common share equivalents
then outstanding. Potential common shares consist of shares issuable upon the
exercise of stock options and warrants. The calculation of the net loss per
share available to common stockholders for the years ended December 31, 2000 and
1999 does not include potential shares of common stock equivalents, as their
impact would be antidilutive.
Segment Reporting
The company has determined that it does not have any separately
reportable operating segments for the years ended December 31, 2000 and 1999.
2. FINANCIAL CONDITION AND MANAGEMENT'S PLAN
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States, which
contemplates continuation of the Company as a going-concern. However, the
Company has sustained significant operating losses in the past two years. In
addition, the Company has used substantial amounts of working capital in its
operations. As of December 31, 2000 and for the year then ended, the Company had
an accumulated deficit of $6.1 million and a net loss of $2.2 million. Further,
as of December 31, 2000 current liabilities exceed current assets by $93,770.
There can be no assurance that the Company will be able to generate sufficient
revenues to achieve or sustain profitability in the future.
In view of these matters, realization of a major portion of the assets
in the accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the ability to meet it financing
requirements, and the success of its future operations. Management has
undertaken a
F-9
vigorous effort to reduce both cost of sales and other operating expenses.
Additionally, the Company will be dependent upon the ability to raise capital
through equity offerings and the exercise of common stock options and warrants.
The Company anticipates that upon registration of shares in the second quarter
of 2001 that 2,000,000 common stock warrants will be exercised at a price of
$.40 per share thereby raising $800,000. Management also anticipates additional
equity offerings and the exercise of additional common stock options and
warrants later in 2001. There can be no assurance that these equity offerings
will be successful. Management believes the actions presently being taken to
revise the Company's operating and financial requirements provide the
opportunity for the Company to continue as a going concern.
3. BUSINESS COMBINATIONS
On February 25, 1999, the Company acquired Xyros Systems Inc. of
Columbia, Maryland, a developer of computer based systems and equipment that
captures video and audio data and transmits and stores it within standard
personal computer systems. Under the terms of the merger agreement, each of the
100 shares of Xyros's common stock was exchanged for 1,500 shares of the
Company's common stock. This acquisition was accounted for as a purchase.
In May of 1999, the Company completed its acquisition of ETMC, a
computer parts and accessories manufacturer. The business combination was
accounted for as a purchase in which each outstanding share of ETMC common stock
was converted into the right to receive shares of the Company. At closing, the
purchase price (as defined in the agreement and plan of merger) of $935,684 was
paid by the issuance of 250,000 shares of common stock and the assumption of
liabilities for both legal fees and a non-compete clause. The excess cost over
net liabilities acquired of $495,344 was recorded as goodwill.
4. INVENTORY
Inventories at December 31, 2000 consisted of the following:
Work in process 43,835
Raw materials 51,504
------
$ 95,339
======
5. DUE FROM AFFILIATED ENTITY
The Company has advanced non-interest bearing funds of $105,552 as of
December 31, 2000 to a related corporation, View Technologies, Inc. which is
controlled by the Chief Executive Officer of the Company. There are no formal
repayment terms associated with this advance. The two companies enter into
various transactions throughout the year to provide working capital to one
another when necessary.
6. DUE FROM AFFILIATE
The Company has advanced non-interest bearing funds to its Chief
Executive Officer in the amount of $20,000 as of December 31, 2000. There are no
repayment terms associated with this advance.
F-10
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
7. INVESTMENTS
The Company owns approximately 14% of the common stock of a privately
held entity known as MediaComm Broadcasting Systems, Inc., which is a
development stage company formed to generate revenue through internet retail
sales. There is no market for the entity's common shares, and it was
impracticable to estimate fair value of the Company's investment. The investment
is carried on the balance sheet at original cost of $28,000 or $.03 a share.
8. INTANGIBLE ASSETS
In relation to the business combination with ETMC accounted for under
the purchase method of accounting, the Company recorded goodwill in the amount
of $495,344. This amount was based on the difference between the fair market
value of the Company's stock at the acquisition date and the fair value of
ETMC's net assets. During the fourth quarter of 1999, management conducted a
thorough review of ETMC's operations, including customer base, current
production capacity, and job order backlog. Based on this review, the Company
recognized an impairment loss in the amount of $199,009. The remaining goodwill
is being amortized over a 10 year period, beginning at the acquisition date.
In relation to the business combination with Xyros accounted for under
the purchase method of accounting, the Company recorded goodwill in the amount
$802,069. This amount was based on the difference between the fair market value
of the Company's stock at the acquisition date and the fair market value of
Xyros's net assets and is being amortized on a straight-line basis over a ten
year period.
Software development costs of $47,146 relating to internal costs
associated with a software product that the Company will not market were also
written-off to expense during 1999.
9. NOTE PAYABLE - BANK
One of the Company's subsidiaries has a note payable with a bank
having an outstanding balance of $42,083 as of December 31, 2000. The note bears
interest equivalent to the prime rate plus 2% per annum payable monthly and is
personally guaranteed by three stockholders and former officers of the Company.
The Company is obligated to make monthly principal payments of $5,000.
10. NOTE PAYABLE - OTHERS
In connection with the acquisition of Xyros, the Company assumed
liabilities evidenced by notes payable to the stockholders of Xyros. The notes
carry an annual interest rate of 10% with interest paid monthly. The notes were
originally due December 31, 1999, but the Company has renegotiated the terms of
the loan to allow for repayment as cash flow permits.
F-11
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
11. INCOME TAXES
The components of the net deferred tax asset and liability as of
December 31, 2000 are as follows:
Effect of net operating loss carryforward $ 2,090,000
Less valuation allowance $(2,090,000)
---------
Net deferred tax asset (liability) $ -
=========
12. STOCK-BASED COMPENSATION
During the years ended December 31, 2000 and 1999 the Company granted
restricted stock, incentive stock options, non-qualified stock options, and
warrants to employees, officers, independent consultants and investors.
Restricted Stock Grants
-----------------------
The Company's Board of Directors and stockholders have approved a
restricted share plan under which shares of the Company's common stock will be
granted to employees, officers, and directors at the discretion of the Board of
Directors. During 2000 and 1999 the Company issued the following shares under
this Plan and additional shares at the direction of the Board of Directors:
2000 1999
------------------------ ------------------------
Number Expense Number Expense
of Shares Recognized of Shares Recognized
--------- ---------- --------- ----------
Officers and employees 580,000 $ 266,927 1,100,000 $1,755,000
Consultants 803,000 156,125 369,000 392,333
------- --------- --------- ----------
1,383,000 $ 423,052 1,469,000 $2,147,333
========= ========= ========= ==========
The recognition of expense was based on the fair market value of the
common stock issued on the date of the grant.
Stock Options and Warrants
--------------------------
The Company adopted the 1999 Stock Option Plan during 1999. The Plan
reserves 4,500,000 shares of the Company's unissued common stock for options.
Options, which may be tax qualified and non-qualified, are exercisable for a
period of up to ten years at prices at or above market price as established on
the date of grant.
F-12
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
A summary of the Company's stock option activity and related
information for the years ended December 31, 2000 and 1999 is as follows:
2000
-----------------------------------------
Common Weighted
Stock Average Range of
Options Exercise Price Exercise Prices
------- -------------- ---------------
Outstanding at beginning of year 504,860 $ 1.56 $0.01-$2.07
Granted - - -
Exercised (87,250) .01 .01
Expired/cancelled (309,920) 2.00 2.00
-------
Outstanding at end of year 107,690 $1.63 $0.01-$2.07
=======
1999
-----------------------------------------
Common Weighted
Stock Average Range of
Options Exercise Price Exercise Prices
------- -------------- ---------------
Outstanding at beginning of year - $ - $ -
Granted 504,860 l.56 0.01-2.07
Exercised - - -
Expired/cancelled
-------
Outstanding at end of year 504,860 $1.56 $0.01-$2.07
=======
All options issued are immediately exercisable.
The Company has issued warrants to purchase the
Company's common stock as follows:
2000
-----------------------------------------
Common Weighted
Stock Average Range of
Warrants Exercise Price Exercise Prices
-------- -------------- ---------------
Outstanding at beginning of year 454,000 $2.00 $2.00
Granted 3,200,000 1.85 .50-2.25
Exercised (665,000) .50 .50
Expired/cancelled - - -
---------
Outstanding at end of year 2,989,000 $1.97 1.25-2.25
=========
F-13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
2000
-----------------------------------------
Common Weighted
Stock Average Range of
Warrants Exercise Price Exercise Prices
-------- -------------- ---------------
Outstanding at beginning of year - $ - $ -
Granted 454,000 2.00 2.00
Exercised - - -
Expired/cancelled - - -
--------
Outstanding at end of year 454,000 $ 2.00 $ 2.00
========
During January, 2001 the company cancelled 2,235,000 warrants with an
exercise price of $2.00 per share due to non-performance of the warrant holder.
The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123; Accounting for Stock-Based Compensation
(SFAS No. 123), but applies Accounting Principle Board Opinion No. 25 and
related interpretations. The fair value of these equity awards was estimated at
the date of grant using a Black-Scholes option pricing model with the following
weighted average assumptions for 1999: risk-free interest rate of 5.97% - 6.09%;
expected volatility of 70.0%; expected option life of 2 years from vesting and
an expected dividend yield of 0.0%. If the Company had elected to recognize cost
based on the fair value at the grant dates consistent with the method prescribed
by SFAS No. 123, net loss and loss share would have been changed to the pro
forma amounts for the year ended December 31, 1999 as follows:
Net income - as reported $ (3,670,896)
Net income - pro forma (3,937,524)
Net income per share - as reported $ (0.63)
Net income per share - pro forma (0.68)
There were no stock options granted during the year ended December 31,
2000.
13. RELATED PARTY TRANSACTIONS
During the year ended December 31, 1999 the Company redeemed 59,860
shares owed by the Chief Executive Officer for $50,000 in cash and the
elimination of $67,719 due to the Chief Executive Officer for a total
consideration for $117,719
F-14
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
During the year ended December 31, 1999 the Company converted a note
payable and related accrued interest to a family member of the Chief Executive
Officer in the amount of $200,000 to 200,000 share of the Company's common
stock.
14. CONCENTRATION OF CREDIT RISK
The Company maintains a checking account in a commercial bank. Cash in
this checking account at times exceeded $100,000. The checking account is
insured by the Federal Deposit Insurance Corporation up to $100,000.
F-15
VIEW SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET
ASSETS
September 30, December 31,
2001 2000
------------- ------------
(Unaudited)
CURRENT ASSETS:
Cash $ 366,207 $ 265,245
Accounts receivable (net) 562,488 155,017
Inventory 173,442 95,339
----------- -----------
Total current assets 1,102,137 515,601
----------- -----------
PROPERTY AND EQUIPMENT:
Equipment 416,864 382,609
Leasehold improvements 20,261 20,261
----------- -----------
437,125 402,870
Less accumulated depreciation 113,387 79,814
----------- -----------
Net value of property and equipment 323,738 323,056
----------- -----------
OTHER ASSETS:
Goodwill 809,531 894,383
Investments 28,000 28,000
Due from affiliated entity 105,552 105,552
Due from stockholders 79,099 20,000
Deposits 3,332 832
----------- -----------
Total other assets 1,025,514 1,048,767
----------- -----------
TOTAL ASSETS $ 2,451,389 $ 1,887,424
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 393,170 $ 401,247
Note payable bank 6,720 42,083
Notes payable 110,000 110,000
Accrued interest payable 30,250 22,000
Other accrued liabilities 1,490 31,951
Due to stockholder - 2,090
----------- -----------
Total current liabilities 541,630 609,371
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock par value $0.001
50,000,000 shares authorized,
14,305,000 shares issued and outstanding 14,305 -
11,481,031 shares issued and outstanding - 11,481
Additional paid-in capital 8,875,678 7,364,502
Accumulated deficit (6,980,224) (6,097,930)
----------- -----------
Total stockholders' equity 1,909,759 1,278,053
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,451,389 $ 1,887,424
=========== ===========
See accompanying notes
F-16
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine months Ended
------------------ -----------------
September 30, September 30,
2001 2000 2001 2000
-------------- ------------ ------------- -----------
REVENUE:
Sales of security systems $ 312,353 $ 31,719 $ 744,842 $ 146,979
Sales of assembled electronic components - 34,848 9,512 261,080
----------- ---------- ------------ -----------
Total sales 312,353 66,567 754,354 408,059
Cost of goods sold 161,675 20,412 360,575 211,168
----------- ---------- ------------ -----------
GROSS PROFIT ON SALES 150,678 46,155 393,779 196,891
----------- ---------- ------------ -----------
OPERATING EXPENSES:
Advertising and promotion 31,168 1,283 32,294 12,663
Amortization 28,284 27,281 84,852 81,843
Depreciation 11,191 11,293 33,573 33,404
Dues and subscriptions 885 495 2,795 2,741
Insurance 11,443 5,694 28,138 13,174
Interest 3,202 4,022 11,800 15,570
Investor relations 22,525 15,488 73,575 49,353
Miscellaneous expense 249 11,338 9,741 13,777
Office expenses 18,751 26,102 82,208 92,311
Professional fees 75,362 110,757 302,936 282,013
Rent 7,779 26,746 88,752 81,590
Repairs and maintenance 820 1,158 8,560 8,165
Research and development - 34,538 - 143,840
Salaries and benefits 116,961 137,103 422,178 420,032
Sales promotions 11,618 25,796 35,723 74,050
Taxes - other - 362 9,151 4,667
Travel 11,618 4,882 35,723 34,412
Utilities 2,348 4,875 14,074 12,659
----------- --------- ------------ -----------
Total operating expenses 354,204 449,213 1,276, 073 1,376,264
----------- --------- ------------ -----------
NET LOSS FOR THE PERIODS $( 203,526) $(403,058) $( 882,294) $(1,179,373)
=========== ========= =========== ===========
LOSS PER SHARE:
Basic $ (0.02) $ (0.05) $ (0.07) $ (0.15)
=========== ========= =========== ===========
Diluted $ (0.02) $ (0.05) $ (0.07) $ (0.15)
=========== ========= =========== ===========
See accompanying notes
F-17
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD JANUARY 1, 2000 TO SEPTEMBER 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 1,285 863,991 - 865,276
Stock options exercised 100 978 - 1,078
Net loss for the nine months
ended September 30, 2000 - - ( 1,179,373) (1,179,373)
--------- ------------ ------------ -----------
Balances at September 30, 2000 (Unaudited) 8,552 6,199,311 ( 5,073,021) 1,134,842
Sale of common stock 1,446 583,044 - 584,490
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 October 1, 2000
to December 31, 2000 - - ( 1,024,909) (1,024,909)
--------- ------------ ------------ -----------
Balances at December 31, 2000 11,481 7,364,502 ( 6,097,930) 1,278,053
Sale of common stock 2,764 1,486,236 - 1,489,000
Issuance of common stock
for services 60 24,940 - 25,000
Net loss for the nine months
ended September 30, 2001 - - ( 882,294) ( 882,294)
--------- ------------ ------------ -----------
Balances at September 30, 2001 (Unaudited) $ 14,305 $ 8,875,678 $( 6,980,224) $ 1,909,759
========= ============ ============ ===========
See accompanying notes
F-18
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
September 30, September 30,
2001 2000
------------- ---------------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $( 882,294) $( 1,179,373)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 118,425 115,247
Stock issued for services 25,000 -
Changes in operating assets and liabilities:
Accounts receivable ( 407,471) 51,051
Inventory ( 78,103) ( 76,839)
Deposit ( 2,500) ( 1,653)
Accounts payable ( 8,077) 162,489
Accrued interest 8,250 8,250
Other accrued liabilities ( 30,461) 19,910
---------- ------------
Net cash used in operating activities (1,257,231) ( 900,918)
---------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment ( 34,255) ( 34,972)
Funds advanced to affiliated entities - ( 12,443)
---------- -------------
Net cash used in investing activities ( 34,255) ( 47,415)
---------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Funds advanced (to) from shareholders ( 61,189) 60,038
Repayment of note payable - bank ( 35,363) ( 23,166)
Proceeds from sales of stock 1,489,000 866,354
---------- -------------
Net cash provided by financing activities 1,392,448 903,226
---------- -------------
NET INCREASE/(DECREASE) IN CASH 100,962 ( 45,107)
CASH AT BEGINNING OF PERIOD 265,245 89,150
---------- ------------
CASH AT END OF PERIOD $ 366,207 $ 44,043
========== ============
See accompanying notes
F-19
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 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 September 30, 1999, have been devoted primarily to
raising capital, developing the technology, promotion, and administrative
function.
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
VIEW SYSTEMS, INC.
F-20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
included in the results of operations. The useful lives of property and
equipment for purposes of computing depreciation are as follows:
Equipment 5-7 years
Software tools 3 years
Repairs and maintenance charges which do not increase the useful lives
of assets are charged to operations as incurred. Depreciation expense for the
nine months ended September 30, 2001 and 2000 amounted to $33,573 and $33,404
respectively.
Impairment of Long-Lived Assets
-------------------------------
Long-lived assets and identifiable intangibles (including goodwill) to
be held and used are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount should be addressed. Impairment
is measured by comparing the carrying value to the estimated undiscounted future
cash flows expected to result from use of the assets and their eventual
disposition.
Income Taxes
------------
Deferred income taxes are recorded under the asset and liability
method whereby deferred tax assets and liabilities are recognized for the future
tax consequences, measured by enacted tax rates, attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss carryforwards. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period the rate change becomes effective. Valuation
allowances are recorded for deferred tax assets when it is more likely than not
that such deferred tax assets will not be realized.
Research and Development
------------------------
Research and development costs are expensed as incurred. Equipment and
facilities acquired for research and development activities that have
alternative future uses are capitalized and charged to expense over the
estimated useful lives.
Advertising
-----------
Advertising costs are charged to operations as incurred. Advertising
costs for the nine months ended September 30, 2001 and 2000 were $32,294 and
$12,668, respectively.
Nonmonetary Transactions
------------------------
Nonmonetary transactions are accounted for in accordance with
Accounting Principles Board Opinion No. 29 Accounting for Nonmonetary
Transactions which requires the transfer or distribution of a
F-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
nonmonetary asset or liability to be based, generally, on the fair value of the
asset or liability that is received or surrendered, whichever is more clearly
evident.
Financial Instruments
---------------------
For most financial instruments, including cash, accounts receivable,
accounts payable and accruals, management believes that the carrying amount
approximates fair value, as the majority of these instruments are short-term in
nature.
Net Loss Per Common Share
-------------------------
Basic net loss per common share ("Basic EPS") is computed by dividing
net loss available to common stockholders by the weighted average number of
common shares outstanding. Diluted net loss per common share ("Diluted EPS") is
computed by dividing net loss available to common stockholders by the weighted
average number of common shares and dilutive potential common share equivalents
then outstanding. Potential common shares consist of shares issuable upon the
exercise of stock options and warrants. The calculation of the net loss per
share available to common stockholders for the nine months ended September 30,
2001 does not include potential shares of common stock equivalents, as their
impact would be antidilutive.
Segment Reporting
-----------------
The company has determined that it does not have any separately
reportable operating segments as of September 30, 2001.
2. FINANCIAL CONDITION
Since its inception, the Company has incurred significant losses and
as of September 30, 2001 had an accumulated deficit of $7.0 million. The tragic
events of September 11, 2001 have, however, generated an increased interest in
the Company's products and services. While the Company believes that it will
incur operating losses in the near term, it is anticipated that increased sales
resulting from the heightened interest in security products will have a
significantly positive effect on the Company's earnings. However, there can be
no assurance that the Company will be able to generate sufficient revenues to
achieve or sustain profitability in the future. The Company believes that its
current cash and cash equivalents, along with sales revenue and anticipated
equity infusions, will be sufficient to sustain operations through September 30,
2002.
3. NEW ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No.
141 requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. SFAS No. 141 also specifies the
criteria for intangible
F-22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
assets acquired in a purchase method business combination to be recognized and
reported apart from goodwill. SFAS No. 142 will require goodwill and intangible
assets with indefinite useful lives to no longer be amortized, but instead
tested for impairment at least annually in accordance with the provisions of the
statement. SFAS No. 142 will also require intangible assets with definite useful
lives to be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of.
The Company is required to adopt the provision of SFAS No. 141
immediately and SFAS No. 142 effective January 1, 2002. Further more, any
goodwill and any intangible assets determined to have an indefinite useful life
that are acquired in a purchase business combination completed after June 30,
2001, will not be amortized, but will continue to be evaluated for impairment in
accordance with the appropriate pre-SFAS No. 142 accounting literature. Goodwill
and intangible assets acquired in business combinations completed before July 1,
2001, will continue to be amortized prior to the adoption of SFAS No. 142.
SFAS No. 141 will require, upon adoption of SFAS No. 142, that the
Company evaluate its existing intangible assets and goodwill that were acquired
in prior purchase business combinations, and make any necessary
reclassifications in order to conform with the new criteria in SFAS No. 141 for
recognition apart from goodwill. Upon adoption of SFAS No. 142, the Company will
be required to reassess the useful lives and residual values for all intangible
assets acquired in purchase business combinations, and make any necessary
changes to the amortization period by the end of the first interim period after
adoption. In addition, to the extent an intangible asset is identified as having
an indefinite useful life, the Company will be required to test the intangible
asset for impairment in accordance with the provisions of SFAS No. 142 within
the first interim period. Any impairment loss will be measured as of the date of
adoption and recognized as the cumulative effect of a change in accounting
principle in the first interim period. The Company is assessing the effects of
the adoption of these standards and these potential effects cannot be determined
at this time.
F-23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24 Indemnification of Directors and Officers.
The Florida Business Combinations Act (FBCA) authorizes Florida
corporations to indemnify any person who was or is a party to any proceeding
(other than an action by, or in the right of, the corporation) by reason of the
fact that he or she is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation or other entity,
against liability incurred in connection with such proceeding, including any
appeal thereof, if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Florida law does not provide for indemnification for (i) an act or omission
that involves intentional misconduct or a knowing violation of a law, or (ii)
payment of improper distributions. In the case of an action by or on behalf of a
corporation, indemnification may not be made if the person seeking
indemnification is adjudged liable, unless the court in which such action was
brought determines such person is fairly and reasonably entitled to
indemnification. The indemnification provisions of the FBCA require
indemnification if a director or officer has been successful on the merits or
otherwise in defense of any action, suit or proceeding to which he or she was a
party by reason of the fact that he or she is or was a director or officer of
the corporation. The indemnification authorized under Florida law is not
exclusive and is in addition to any other rights granted to officers and
directors under the articles of incorporation or bylaws of the corporation or
any agreement between officers and directors and the corporation.
A corporation may purchase and maintain insurance or furnish similar
protection on behalf of any officer or director against any liability asserted
against the director or officer and incurred by the director or officer in such
capacity, or arising out of the status, as an officer or director, whether or
not the corporation would have the power to indemnify him or her against such
liability under the FBCA.
Our Articles of Incorporation provide for the indemnification of directors
and executive officers to the maximum extent permitted by Florida law. Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers or persons controlling us pursuant to the
foregoing provisions, the registrant has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
There is no pending litigation or proceeding involving any of our
directors, officers, employees or agents where indemnification would be required
or permitted. We are not aware of any threatened litigation or proceeding that
would result in a claim for such indemnification.
Item 25. Other Expenses of Issuance and Distribution.
The following table sets forth the various estimated expenses to be
incurred by us in connection with the registration of the securities being
registered hereby, all of which will be borne by us except any underwriting
II-1
discounts and commissions and expenses incurred by the selling stockholder for
brokerage, accounting or tax services or any other expenses incurred by the
selling stockholder in disposing of the shares (other than the reasonable fees
and expenses of the selling stockholder's counsel).
SEC Registration Fee $ 881.31
Accounting fees and expenses $ 2,500.00
Legal fees and expenses $ 10,000.00
Printing fees $ 0.00
Transfer agent fees $ 0.00
Miscellaneous $ 1,000.00
--------------
TOTAL $ 14,381.31
Item 26. Recent Sales of Unregistered Securities
1998
(1) On September 30, 1998, we forward split our common stock 2-to-1, thereby
increasing the outstanding common stock from 1,000,000 shares to 2,000,000
shares. On September 30, 1998, we entered into a plan of merger to acquire
RealView Systems, a Colorado corporation owned by Gunther Than, our President
and CEO. On October 28, 1998, we acquired by merger all of the stock of RealView
Systems by issuing to the stockholders of RealView systems 2,000,000 shares of
our common stock in exchange for their shares of RealView Systems common stock.
The shares were issued under Section 4(2) of the Securities Act and Rule 506.
The purchasers were accredited investors and all the other conditions of Rule
506 were satisfied.
(2) On November 16, 1998, we commenced an offering of common stock at a price of
$1.50 per share under Rule 504 of Regulation D promulgated under the Securities
Act of 1933. Investors in this offering were provided with a private placement
memorandum and each investor executed a subscription agreement, representing,
among other things, that the shares were being acquired for investment for their
own accounts, and not with a view toward distribution or resale. The offering
was made to accredited investors, within the meaning of Rule 501 of Regulation
D, with the exception of one non-accredited investor, Marilyn King, a Florida
resident who had a preexisting business relationship with us and by reason of
her business and financial experience, understood the risks of her investment.
The offering was open from November 16, 1998, to February 8, 1999.
In total, we offered and sold 666,667 shares as part of this offering, for
a total consideration of $1,000,000. Three of the investors in this offering,
Martin Maassen, Michael Bagnoli and David Barbara, subsequently became part of
our board of directors.
1999
----
(1) On February 25, 1999, we acquired all of the issued and outstanding shares
of Xyros Systems, Inc., a Maryland corporation, through a share exchange whereby
we issued 150,000 of our non-registered, restricted stock to the former
stockholders of Xyros in exchange for all of their shares. The former
stockholders of Xyros were all Maryland residents.
The shares were sold only to accredited investors or sophisticated
investors and the other conditions of Rule 506 were satisfied. The shares were
exempt from registration pursuant to Rule 506 and Section 4(2) of the Securities
Act of 1933. Subsequent to the acquisition, we employed Vincent DeCampo, Thomas
G. Weiss and David C. Bruggeman.
II-2
(2) On April 7, 1999, our Board of Directors adopted the View Systems, Inc. 1999
Restricted Share Plan, which Plan, and the agreements under the Plan, were
subsequently ratified at a special meeting of stockholders held on August 27,
1999. The Plan provides for the issuance of incentive and compensation shares of
common stock to our key employees. From April 7, 1999, to July 20, 1999, we
issued 706,000 shares under the plan. In addition to being non-registered,
restricted shares pursuant to Rule 144 of the Securities Act of 1933, the shares
issued under the plan also contained contractual restrictions, which provided
that the shares vested over time according to a schedule set forth in the
agreement entered into pursuant to the plan. As of October 1, 1999, 526,000
shares had fully vested under the plan and were freely transferable, to the
extent transferable under the Securities laws.
These shares were issued under Rule 701 promulgated under the Securities
Act of 1933. The shares were issued as compensation and were valued at $.50 per
share on our financial statements. Gunther Than and Andrew Jiranek were the only
executive officers receiving shares under the plan.
(3) On May 25, 1999, we acquired all of the stock of ETMC in exchange for the
issuance of 250,000 shares of restricted common stock to Lawrence Seiler and
cash payments to Lawrence Seiler and/or guaranties of cash payments for the
benefit of Larry Seiler. On July 29, 1999, we issued 170,000 shares of
restricted common stock in exchange for the cancellation of indebtedness we owed
to or for the benefit of Lawrence Seiler. In connection with this issuance, we
agreed to register at our expense 100,000 of these shares. Each share issued on
July 29, 1999, canceled $2.00 worth of indebtedness. These shares were exempt
from registration under Rule 506. Lawrence Seiler is a Maryland resident and a
Sales Manager of ETMC. Mr. Seiler is an accredited investor and all the other
conditions of Rule 506 were satisfied.
(4) On June 17, 1999, in connection with a consulting engagement agreement, we
granted to Columbia Financial Group, LLC 200,000 shares of our common stock and
five year warrants to purchase a total of 400,000 shares of our common stock at
$2.00 per share. The shares of common stock that can be obtained upon exercise
of the warrants carry registration rights. Columbia Financial Group, LLC,
provides investment relations services, including direct investor relations and
broker-dealer relations services, public relations services, publishing
services, advertising services and fulfillment services. Its securities were
exempt from registration under Section 4(2) of the Securities Act of 1933 and
Rule 506. The purchaser is an accredited investor and all the other conditions
of Rule 506 were satisfied.
(5) On July 2, 1999, we issued 250,000 shares of restricted common stock and
options to purchase 250,000 shares at an exercise price of $2.00 per share to
Gunther Than, President, CEO and a Director in connection with the acquisition
of ETMC. Mr. Than acquired this stock pursuant to Section 4(2) of the Securities
Act of 1933 and Rule 506. The purchaser is an accredited investor and all the
other conditions of Rule 506 were satisfied.
(6) On July 2, 1999, we issued 13,333 shares to Leokadia Than because she
exchanged a RealView Systems stock certificate in the amount of 10,000 shares
that she had obtained from Keith Bosworth, a former stockholder of RealView
Systems. We had agreed to exchange 1.33 of its shares of common stock in
exchange for every share of stock of RealView Systems. Ms. Than acquired this
stock pursuant to Rule 506 promulgated under the Securities Act of 1933. The
purchaser is an accredited investor and all the other conditions of Rule 506
were satisfied.
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(7) On July 19, 1999, we issued 300,000 shares of common stock to Gunther Than
as consideration under an executive employment agreement he entered into with
us, in which he agreed to a restrictive, non-compete, non-solicit covenant
running to our benefit. These shares of restrictive common stock were issued
under Section 4(2) of the Securities Act of 1933 and Rule 506. These shares were
issued as compensation and were valued at $.50 per share.
(8) On August 2, 1999, we commenced an offering under Rule 506 of Regulation D
promulgated under the Securities Act of 1933. Investors in this offering were
provided with a private placement memorandum and each investor executed a
subscription agreement, representing, among other things, that the shares were
being acquired as an investment for their own accounts, and not with an eye
toward distribution or resale. The offering was made to Accredited Investors,
within the meaning of Rule 501 of Regulation D. From August 2, 1999, to August
18, 1999, when we closed the offering.
(9) On October 29, 1999, we issued 100,000 shares to two accredited Maryland
resident investors who are working for Columbia Financial Group, LLC, our
investor relations firm. These investors, Jim Price and Tim Rieu, purchased
50,000 shares each for $1.00 per share and executed subscription agreements. As
condition of their subscription for shares, we agreed to register their shares
in our next registered offering under the Securities Act of 1933. These
securities were issued under Section 4(2) of the Securities Act of 1933 and Rule
506. The purchaser is an accredited investor and all the other conditions of
Rule 506 were satisfied.
(10) Also, on October 29, 1999, we agreed to issue 200,000 shares to Leokadia
Than in exchange for satisfaction of loan indebtedness of $210,000 ($177,000 in
principal loans, plus $33,000 in accrued interest). As part of Leokadia Than's
subscription agreement, we agreed to register 50,000 shares in our next
registered offering under the Securities Act of 1933. These securities were
issued under Section 4(2) of the Securities Act of 1933 and Rule 506. The
purchaser is an accredited investor and all the other conditions of Rule 506
were satisfied.
(11) On November 11, 1999, we commenced an offering of securities under Rule 506
of Regulation D of the Securities Act of 1933. Each investor was given a private
placement memorandum prior to acceptance of any subscription in the offering and
each executed a subscription agreement, representing, among other things, that
the shares are being acquired for investment purposes only. We sold 285,727
shares at a price of $1.75 per share, for total sales proceeds of $500,026. As a
condition of investment in this offering, we agreed to register the shares
purchased by investors in our next registered offering under the Securities Act
of 1933. We believed that each investor was capable of evaluating the merits and
risks of investment immediately prior to making such sale. All of the other
conditions of Rule 506 were met. We closed this offering on January 8, 2000.
(12) On December 9, 1999, in connection with 2 consulting agreements, we granted
5 year warrants to purchase shares of our common stock at $2.00 per share. The
warrants were granted to Tom Cloutier, a California resident (44,000 shares),
and Guy Parr, a Maryland resident (10,000 shares) and carried registration
rights. The shares were issued under Section 4(2) of the Securities Act of 1933
and Rule 506. Tom Clothier is a sophisticated investor who has been working
substantially for us since November, 1998, and Guy Parr is an accredited
investor.
II-4
2000
----
(1) On February 18, 2000, we sold to Rubin Investment Group, an accredited
investor a total of 800,000 shares and warrants to acquire an aggregate of up to
2,500,000 shares, of which 1,500,000 expire on the later of August 31, 2000 or
the 30th day following the effective date of a registration statement covering
the sale of the underlying shares and 1,000,000 expire in three years from the
date of the purchase. We agreed to register the shares and the shares received
upon warrant exercises. Rubin Investment Group purchased its shares in an
offering conducted under Section 4(2) and Rule 506 of the Securities Act of
1933. During April and May, 2000, Rubin Investment Group partially exercised the
warrants to the extent of providing us with cash and property with a value of
$230,000 and receiving 265,000 shares of our common stock. We modified these
agreements of May 22, 2000, to permit Rubin Investment Group to acquire 200,000
shares for $100,000. All of Rubin's outstanding warrants were subsequently
cancelled by us due to Rubin's failure to perform under the contract.
(2) In July, 2000, we entered into a consulting agreement with Magnum Financial
Group, LLC, an accredited investor, in which we agreed to pay $5,000.00 per
month for six months, 25,000 shares of common stock and five year warrants
exercisable immediately to purchase 200,000 shares at exercise prices of $1.25
for 100,000 shares, $1.75 for 50,000 shares and $2.25 for 50,000 shares in
exchange for investor and public relations services. We also agreed to register
for resale at our expense the shares underlying the warrants. The 100,000 shares
underlying the warrants exercisable at $1.25 per share were subsequently
registered in our Registration Statement on Form SB-2 filed on April 16, 2001.
These securities were exempt from registration under Section 4(2) and Rule 506
under Regulation D of the Securities Act.
(3) In September, 2000, we entered into a consulting agreement with Columbia
Financial Group, LLC, an accredited investor, pursuant to which we agreed to
issue to them 500,000 shares and three year warrants to purchase 500,000 shares
at an exercise price of $1.00 per share in exchange for investor and public
relation services. The shares and warrants were exempt from registration under
Section 4(2) and Rule 506 under Regulation D of the Securities Act. 100,000 of
the shares and the 500,000 shares underlying the warrants were subsequently
registered in our Registration Statement on Form SB-2 filed on April 16, 2001.
(4) In October, 2000 we entered into a consulting agreement with John Clayton,
an accredited investor, pursuant to which we agreed to issue 500,000 shares of
our common stock in consideration for certain business consulting and corporate
development services. The shares were exempt from registration under Section
4(2) and Rule 506 under Regulation D of the Securities Act. The 500,000 shares
were subsequently registered in our Registration Statement on Form SB-2 dated
April 16, 2001.
(5) In October 2000, we commenced an offering of securities pursuant to which we
issued 443,000 shares of our common stock at prices ranging from $.25 to $.50
from October to December, 2000 to eight persons, all of whom were accredited
investors, in which we raised $90,000. The shares were exempt from registration
under Section 4(2) and Rule 506 under Regulation D of the Securities Act.
(6) In December, 2000, we agreed to sell to each of Mid-West First National,
Inc. and Pacific First National, Inc., accredited investors, in a private
placement 1,000,000 Units at a price of $.40 per Unit. Each Unit consists of one
share of common stock and a five year warrant to purchase an additional share of
common at an exercise price of $.50 per share. In connection with the sale of
the shares, the purchaser agreed to provide certain financial consulting
services and we agreed to grant them certain rights of first refusal with
respect to future public offerings. The 1,000,000 shares acquired by each of the
above purchasers were subsequently registered on our Registration Statement on
Form SB-2 dated August 1, 2001. These securities were exempt from registration
under Section 4(2) and Rule 506 under Regulation D of the Securities Act.
II-5
2001
----
(1) In July, 2001, we agreed to sell to Oxford Group, Inc., accredited
investors, in a private placement 500,000 shares of our common stock at a price
of $.30 per share or $150,000. The 500,000 shares acquired by Oxford Group, Inc.
were subsequently registered under our Registration Statement on Form SB-2 filed
on August 7, 2001. These securities were exempt from registration under Section
4(2) of the Securities Act.
(2) In September, 2001, we entered into a consulting agreement with Columbia
Financial Group, an accredited investor, ("Columbia") in which we agreed to
issue to Columbia warrants for 1,000,000 shares of common stock at an exercise
price of $.30 per share and 750,000 shares of common stock at an exercise price
of $.20 per share in consideration for certain investor and public relations
consulting services. These securities were exempt from registration under
Section 4(2) and Rule 506 under Regulation D of the Securities Act.As part of
the agreement, we agreed to register for resale at our expense all of the shares
underlying the warrants. This registration statement includes the 1,750,000
shares underlying the warrants issued to Columbia.
(3) In October, 2001, we agreed to sell to each of Liberty Partners, LLC
("Liberty") and Empire Fund Managers, LLC ("Empire"), each an accredited
investor, in a private placement, 1,000,000 Units at a price of $.50 per Unit or
$500,000 from each. Each Unit consists of one share of common stock and a three
month warrant to purchase an additional share of common stock at an exercise
price of $.70 per share. These securities were exempt from registration under
Section 4(2) and Rule 506 under Regulation D of the Securities Act. As part of
the agreement we agreed to register for resale at our expense all of the shares
sold to each of Liberty and Empire, and all of the shares underlying the warrant
sold toeach of them. This registration statement includes all such shares.
(4) In December, 2001 we entered into a Joint Development Agreement with
Milestone Technology Inc. ("Milestone"), an accredited investor, in which we
agreed to issue 500,000 shares of our common stock in exchange for six percent
of the outstanding stock of Milestone. These securities were exempt from
registration under Section 4(2) and Rule 506 under Regulation D of the
Securities Act. As part of the agreement we agreed to register for resale, at
our expense, the shares issued to Milestone. This registration statement
includes the 500,000 shares to be issued to Milestone in the share exchange.
II-6
EXHIBITS
1.1 INDEX OF 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)
2.5 Joint Development Agreement between View Systems, Inc. and Milestone
Technology Inc.*
3.1 Articles of Incorporation and all Articles of Amendment of View
Systems, Inc. (1)
3.2 By-Laws of View Systems, Inc. (1)
5.1 Consent of Counsel Regarding Legality.*
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)
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)
II-7
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 Stock Redemption 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)
10.47 Unit Purchase Agreement between View Systems, Inc., Liberty Partners,
LLC and Empire Fund Managers, LLC, dated October 1, 2001.*
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)
23.1 Consent of Davis, Sita & Company.(11)
23.2 Consent of Stegman & Company.(11)
23.3 Consent of Stegman & Company.(12)
23.4 Consent of Stegman & Company*
II-8
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)
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* (11)
99.10 Consulting Agreement with Magnum Financial Group, LLC (10)
99.11 Letter to Rubin Investment Group dated March canceling its warrants
(11)
99.12 Consulting Agreement with Columbia Financial Group, LLC, dated
September 10, 2001*
-----------------------------------------
(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.
(11) Incorporated by Reference to Registrant's Registration Statement on Form
SB-2, dated April 16, 2001.
(12) Incorporated By Reference to Registrant's Registration Statement on Form
SB-2, dated August 1, 2001.
----------------------------------
* attached to registration statement.
II-9
Item 28. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file with the SEC, during any period in which offers or sales
are being made in reliance on Rule 415 of the Securities Act, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in such prospectus any facts or events that exist
which, individually or together, represent a fundamental
change in the information contained in the registration
statement; provided, however, that notwithstanding the
foregoing, any increase or decrease in volume of the
securities offered (if the total dollar value of the
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii)To include any material information with respect to the plan
of distribution.
(2) For purposes of determining any liability under the Securities
Act, to treat each post-effective amendment as a new registration
statement relating to the securities offered and the offering of
such securities at that time to be the initial bona fide
offering.
(3) To file a post-effective amendment to remove from registration
any of the securities being registered which remain unsold at the
termination of the offering.
For determining any liability under the Securities Act, the Registrant
hereby undertakes: (1) to treat the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance upon Rule
430A and contained in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this
Registration Statement as of the time the SEC declared it effective; and (2) to
treat each post-effective amendment that contains a form of prospectus as a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time as the initial bona fide offering of
the securities.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore
unenforceable.
In the event that a claim for indemnification against such liabilities,
other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding, is asserted by the director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
II-10
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether the indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of that issue.
II-11
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of a filing on Form SB-2 and authorized this registration
statement to be signed on behalf of the undersigned in the City of Baltimore
Maryland, on December 6, 2001.
VIEW SYSTEMS, INC.
By: /s/ Gunther Than
----------------
Gunther Than, President,
Chief Executive Officer and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.
/s/ Gunther Than President, December 6, 2001
----------------
Gunther Than Chief Executive Officer
and Director
/s/ Martin Maassen Chairman of the Board December 6, 2001
------------------
Martin Maassen
/s/ Michael Bagnoli Director December 6, 2001
-------------------
Michael Bagnoli
II-12