Colorado
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59-2928366
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer £
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Accelerated filer £
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Non-accelerated filer £
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Smaller reporting company R
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(Do not check if a smaller reporting company)
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Class
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Outstanding at November 20, 2017
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Common Stock, $.001 par value per share
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326,705,526
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Page
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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3
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PART I. FINANCIAL INFORMATION
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4
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Item 1.
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Financial Statements
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4
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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19
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Item 3.
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Qualitative and Quantitative Disclosures About Market Risk
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31
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Item 4.
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Controls and Procedures
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31
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PART II. OTHER INFORMATION
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32
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Item 1.
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Legal Proceedings
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32
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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32
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Item 3.
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Defaults Upon Senior Securities
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32
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Item 4.
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[Removed and Reserved]
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32
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Item 5.
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Other information
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32
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Item 6.
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Exhibits
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32
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SIGNATURES
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33
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View Systems, Inc. and Subsidiaries
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||||||||
Consolidated Balance Sheets (Unaudited)
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||||||||
ASSETS
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||||||||
September 30,
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December 31,
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|||||||
2017
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2016
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|||||||
Current Assets
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||||||||
Cash
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$
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1,846
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$
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94
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||||
Accounts receivable
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3,859
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3,859
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||||||
Inventory
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1,088
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1,088
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||||||
Total current assets
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6,793
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5,041
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||||||
Property and Equipment (Net)
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1,597
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2,197
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||||||
Other Assets
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||||||||
Deposits
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1,595
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1,595
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||||||
Total other assets
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1,595
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1,595
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||||||
Total assets
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$
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9,985
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$
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8,833
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
Current Liabilities
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||||||||
Accounts payable
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$
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427,896
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$
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432,841
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Deferred compensation
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234,935
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149,170
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||||||
Accrued and withheld payroll taxes payable
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191,997
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187,030
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||||||
Accrued interest payable
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148,125
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125,625
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||||||
Accrued royalties payable
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225,000
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225,000
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||||||
Loans from stockholders
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635,979
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591,208
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Notes payable
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50,000
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50,000
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||||||
Deferred revenue
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63,490
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66,148
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Total current liabilities
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1,977,422
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1,827,022
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Non-current Liabilities
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||||||||
Notes payable (non-current portion)
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-
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-
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||||||
Total liabilities
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1,977,422
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1,827,022
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Stockholders' Deficit
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||||||||
Convertible preferred stock, authorized 10,000,000 shares, $.001 par value,
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||||||||
Issued and outstanding 5,589,647
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5,590
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Issued and outstanding 5,589,647
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-
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5,590
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||||||
Common stock, authorized 950,000,000 shares, $.001 par value,
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||||||||
Issued and outstanding 326,705,526
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326,705
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-
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||||||
Issued and outstanding 326,705,526
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-
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326,705
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||||||
Common stock issuable
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16,000
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16,000
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||||||
Additional paid in capital
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27,392,125
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27,392,125
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Accumulated deficit
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(29,707,857
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)
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(29,558,609
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)
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Total stockholders' deficit
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(1,967,437
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)
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(1,818,189
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)
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Total liabilities and stockholders' deficit
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$
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9,985
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$
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8,833
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View Systems, Inc. and Subsidiaries
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||||||||||||||||
Consolidated Statements of Operations (Unaudited)
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||||||||||||||||
For the Three Months Ended
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For the Nine Months Ended
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|||||||||||||||
September 30,
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September 30,
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|||||||||||||||
2017
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2016
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2017
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2016
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Revenues
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||||||||||||||||
Product sales and Installation
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$
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-
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$
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2,005
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$
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1,987
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$
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7,570
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||||||||
Extended warranties
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6,108
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5,175
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25,258
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43,750
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Service income
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3,571
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-
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14,850
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-
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||||||||||||
Total revenue
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9,679
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7,180
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42,095
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51,320
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||||||||||||
Cost of sales
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6,485
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(21
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)
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14,313
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713
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Gross profit
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3,194
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7,201
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27,782
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50,607
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Operating expenses
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||||||||||||||||
General and administrative
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8,679
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18,036
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51,892
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40,891
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Professional fees
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40,000
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-
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48,148
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5,000
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Salaries and benefits
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30,000
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29,261
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90,553
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113,296
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Total operating expenses
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78,679
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47,297
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190,593
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159,187
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Loss from operations
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(75,485
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)
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(40,096
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)
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(162,811
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)
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(108,580
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)
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||||||||
Other Income (expense)
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||||||||||||||||
Gain from renegotiated debt
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41,031
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-
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41,031
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-
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||||||||||||
Interest expense
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(9,156
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)
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(10,812
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)
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(27,468
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)
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(44,600
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)
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Total other income (expense)
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31,875
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(10,812
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)
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13,563
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(44,600
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)
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Net loss
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$
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(43,610
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)
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$
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(50,908
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)
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$
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(149,248
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)
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$
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(153,180
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)
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Net loss per share (basic and diluted)
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$
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(0.00
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$
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(0.00
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$
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(0.00
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$
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(0.00
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Weighted average shares outstanding
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||||||||||||||||
(basic and diluted)
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326,705,526
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326,705,526
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326,705,526
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322,574,464
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View Systems, Inc. and Subsidiaries
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||||||||
Consolidated Statements of Cash Flows (Unaudited)
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||||||||
For the Nine Months Ended
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||||||||
September 30,
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||||||||
2017
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2016
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Cash flows from operating activities:
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||||||||
Net loss
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$
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(149,248
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)
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$
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(153,180
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)
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Adjustments to reconcile net loss to
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||||||||
Net cash used in operations:
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||||||||
Depreciation and amortization
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600
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600
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Common stock issued in payment of interest expense
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-
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16,800
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Gain from renegotiated debt
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(41,031
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)
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||||||
Change in operating assets and liabilities:
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||||||||
(Increase) decrease in cash from:
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||||||||
Accounts receivable
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-
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966
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||||||
Increase (decrease) in cash from:
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||||||||
Accounts payable
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36,086
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26,031
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Deferred compensation
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85,765
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85,213
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Accrued interest
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22,500
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22,500
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Payroll taxes accrued and withheld
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4,967
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8,598
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Deferred revenue
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(2,658
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)
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(25,450
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)
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Net cash used in operating activities
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(43,019
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)
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(17,922
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)
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Cash flows from financing activities:
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||||||||
Principal payments on notes payable
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-
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(11,095
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)
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Loans to/from stockholders
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44,771
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26,505
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Net cash provided by financing activities
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44,771
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15,410
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Increase (Decrease) in cash
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1,752
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(2,512
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)
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Cash at beginning of period
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94
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2,617
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Cash at end of period
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$
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1,846
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$
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105
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Consolidated Statements of Cash Flows (Unaudited) (Continued)
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||||||||
For the Nine Months Ended
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||||||||
September 30,
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||||||||
2017
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2016
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Non cash investing and financing activities:
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Expenses paid with common stock
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$
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-
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$
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16,800
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Notes payable paid by shareholders
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$
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-
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$
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11,095
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Cash paid for:
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||||||||
Interest
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$
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-
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$
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-
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Income taxes
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$
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-
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$
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-
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Weighted Avg | ||||||||||||
(Loss)
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Shares
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Per-share
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||||||||||
(Numerator)
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(Denominator)
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Amount
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||||||||||
Period ended September 30, 2017
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||||||||||||
Loss from operations which is the amount
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||||||||||||
that is available to common stockholders
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$
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(149,248
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)
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326,705,526
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$
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(0.00
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)
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|||||
Period ended September 30, 2016
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||||||||||||
Loss from operations which is the amount
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||||||||||||
that is available to common stockholders
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$
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(153,1870
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)
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326,705,526
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$
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(0.00
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)
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|||||
2017
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2016
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|||||||
Stockholder
Demand loan payable with interest at 5% per month dated September 18, 2009. The loan is secured by the Company's accounts receivable. The note was payable in full on December 17, 2009 and is currently in default
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50,000
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50,000
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TOTAL
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$
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50,000
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$
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50,000
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||||
Less current portion
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50,000
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50,000
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||||||
Non-current portion
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$
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-
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$
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-
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||||||||
SUMMARY COMPARISON OF OPERATING RESULTS*
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||||||||
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Nine months ended September 30,
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|||||||
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2017
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2016
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||||||
Revenues, net
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$
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42,095
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$
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51,3209
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||||
Cost of sales
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14,313
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713
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||||||
Gross profit (loss)
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27,782
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50,607
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||||||
Total operating expenses
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190,593
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159,187
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||||||
Profit (Loss) from operations
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(162,811
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)
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(108,580
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)
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Total other income (expense)
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13,563
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(44,600
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)
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||||
Net income (loss)
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(149,282
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)
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(153,180
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)
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||||
Net income (loss) per share
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$
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(0.00
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)
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$
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(0.00
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)
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●
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We are in default of a September 18, 2009 demand loan payable to an investor which was due December 17, 2009 in the amount of $50,000. Interest has accrued at 5% per month since December 17, 2009. The loan is secured by our accounts receivable. Effective July 1, 2012 the accrual of interest was halted by agreement with the lender.
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(1)
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pertain to the maintenance of records that in reasonable detail accurately and fairy reflect our transactions.
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(2)
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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
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(3)
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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on our financial statements.
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10.1
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View Systems, Inc. 2010 Equity Incentive Plan (Incorporated by reference to exhibit 10.1 to Form 10-Q filed May 14, 2010)
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10.2
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View Systems, Inc. 2010 Service Provider Stock Compensation Plan (Incorporated by reference to exhibit 10.4 to Form 10-Q filed August 19, 2010)
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10.3
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Employment agreement between View Systems and Gunther Than, dated December 1, 2009 (Incorporated by reference to exhibit 10.1 to Form 8-K, filed January 11, 2010)
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10.4
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Subcontractor Agreement dated March 9, 2009 between MasTec North America, Inc. and View Systems, Inc. (Incorporated by reference to exhibit 10.3 for Form 10-Q, Amendment No. 1, for the period ended March 31, 2009)
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10.3
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Purchase Agreement, dated June 1, 2012 (Incorporated by reference to exhibit 10.1 to Form 8-K, filed July 3, 2012)
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10.4
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Amendment to Purchase Agreement, dated June 28, 2012 (Incorporated by reference to exhibit 10.2 to Form 8-K, filed July 3, 2012)
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21.1
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List of Subsidiaries
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31.1
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Rule 13a-15(e)/15d-15(e) Certification by the Chief Executive Officer and Chief Financial Officer *
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32.1
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Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
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VIEW SYSTEMS, INC.
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Date: November 20, 2017
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By:
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/s/ Gunther Than
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Gunther Than
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Chief Executive Officer
(Principal executive officer, principal financial officer, and principal accounting officer)
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EXHIBIT 31.1
I, Gunther Than, certify that
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2017 of View Systems Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: Nvember 20, 2017 | By: | /s/ Gunther Than | |
Gunther Than | |||
Chief Executive Officer/Principal Financial Officer |
Exhibit 32.1
Certification of Principal Executive Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of View Systems Inc. (the “Company”) on Form 10-Q for the quarter ending September 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Gunther Than, Chief Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
A signed original of this written statement required by Section 906 has been provided to the Company, and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
By /s/ Gunther Than
Gunther Than
Director, Chief Executive Officer and Chief Financial Officer
November 20, 2017
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 ("Section 906"), or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to View System, Inc., and will be retained by View Systems, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2017 |
Nov. 20, 2017 |
|
Document And Entity Information | ||
Entity Registrant Name | VIEW SYSTEMS INC | |
Entity Central Index Key | 0001075857 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 326,705,526 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2017 |
Consolidated Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred Stock Shares Par Value | $ 0.001 | $ 0.001 |
Preferred Stock Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock Shares Issued | 5,589,647 | |
Preferred Stock Shares Outstanding | 5,589,647 | 5,589,647 |
Common Stock Shares Par Value | $ 0.001 | $ 0.001 |
Common Stock Shares Authorized | 950,000,000 | 950,000,000 |
Common Stock Shares Issued | 326,705,526 | 326,705,526 |
Common Stock Shares Outstanding | 326,705,526 | 326,705,526 |
Consolidated Statements of Operations - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
|
Revenues | ||||
Product sales and Installation | $ 2,005 | $ 1,987 | $ 7,570 | |
Revenue from Extended warranties | 6,108 | 5,175 | 25,258 | 43,750 |
Service income | 3,571 | 14,850 | ||
Total revenue | 9,679 | 7,180 | 42,095 | 51,320 |
Cost of sales | 6,485 | (21) | 14,313 | 713 |
Gross profit | 3,194 | 7,201 | 27,782 | 50,607 |
Operating expenses | ||||
General and administrative | 8,679 | 18,036 | 51,892 | 40,891 |
Professional fees | 40,000 | 48,148 | 5,000 | |
Salaries and benefits | 30,000 | 29,261 | 90,553 | 113,296 |
Total operating expenses | 78,679 | 47,297 | 190,593 | 159,187 |
Loss from operations | (75,485) | (40,096) | (162,811) | (108,580) |
Other Income (expense) | ||||
Gain from renegotiated debt | 41,031 | 41,031 | ||
Interest expense | (9,156) | (10,812) | (27,468) | (44,600) |
Total other income (expense) | 31,875 | (10,812) | 13,563 | (44,600) |
Net loss | $ (43,610) | $ (50,908) | $ (149,248) | $ (153,180) |
Net loss per share (basic and diluted) | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
Weighted average shares outstanding (basic and diluted) | 326,705,526 | 326,705,526 | 326,705,526 | 322,574,464 |
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
View Systems, Inc. and Subsidiaries (the "Company") designs, develops and sells computer software and hardware used in conjunction with surveillance capabilities. The technology utilizes the compression and decompression of digital inputs. In March 2002, the Company acquired Milestone Technology, Inc., which has developed a concealed weapons detection portal. In July 2009, the Company acquired FibreXpress, Inc., which is a company that specializes in developing and selling equipment and components for the fiber optic and communication cable industries. During the second quarter of 2017, the Company established a new business line in the Erectile Dysfunction Medical market by opening one clinic within its' Medical Therapeutics subsidiary.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016
Basis of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Milestone Technology, Inc., FibreXpress, Inc. and Medical Therapeutics. 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 of America. 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.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with original maturities of three months or less
Accounts Receivable
Accounts receivable consists of amounts due from customers. Management periodically reviews the open accounts and makes a determination as to the ultimate collectability of each account. Once it is determined that collection is in doubt the account is written off as a bad debt. In order to provide for accounts that may become uncollectible in the future, the Company has established an allowance for doubtful accounts. The balance of the allowance for doubtful accounts is based on management's judgment and the Company's prior experience with managing accounts receivable.
Management's
determination is that the remaining balance is collectible and therefore no allowance for possible uncollectible accounts receivable
has been recorded for the periods ended September 30, 2017 and 2016, respectively.
Revenue Recognition
The Company has three main products, namely the concealed weapons detection system, the visual first responder system and the Viewmaxx digital video system. In all cases revenue is considered earned when the product is shipped to the customer, installed (if necessary) and accepted by the customer as a completed sale. The concealed weapons detection system and the digital video system each require installation and training. The customer can engage us for installation and training, which is a revenue source separate and apart from the sale of the product. In those cases revenue is recognized at the completion of the installation and training and acceptance by the customer. However, the customer can also self-install or can engage another firm to provide installation and training. Each product has an unconditional 30 day warranty, during which time the product can be returned for a complete refund. Customers can purchase extended warranties, which provide for replacement or repair of the unit beyond the period provided by the unconditional warranty. Warranties can be purchased for various periods but generally they are for one year period that begins after any other warranties expire. The revenue from warranties is recognized on a straight line basis over the period covered by the warranty. Prior to the issuance of financial statements management reviews any returns subsequent to the end of the accounting period which are from sales recognized during the accounting period, and makes appropriate adjustments as necessary. Product prices are fixed or determinable and products are only shipped when collectability is reasonably assured. For our Medical Business, service revenue is considered earned when the service is provided.
Inventories
Inventories stated at the lower of cost or market. Cost is determined by the first-in-first-out method (FIFO). As of September 30, 2017 and December 31, 2016 the Company's inventory consisted of unassembled parts of the product.
Property and Equipment
Property and equipment is recorded at cost and depreciated over their 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 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 periods ended September 30, 2017 and 2016 amounted to $600 and $600, respectively. Income Taxes
Income taxes are recorded under the assets and liabilities 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 carry forwards. 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.
The Company files income tax returns in the U.S. federal jurisdictions, and in various state jurisdictions. The Company is no longer subject to U.S. federal, state and local examinations by tax authorities for years prior to 2010. TheCompany policy is to recognize interest related to unrecognized tax benefits as income tax expense. The Company believes that it has appropriate support for the income tax positions it takes and expects to take on its tax returns, and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter.
Research and Development
Research and development costs are expensed as incurred.
Advertising
Advertising costs are charged to operations as incurred. Advertising costs for the six months ended September 30, 2017 and 2016 were $3,322 and $125, respectively.
Nonmonetary Transactions
Nonmonetary transactions are accounted for in accordance with ASC 845 " 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.
Stock-Based Compensation
The Company accounts for share-based compensation at fair value. Share-based compensation cost for stock options granted to employees, board members and service providers is determined at the grant date using an option pricing model that uses level 3 unobservable inputs. The value of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service period.
Net Loss Per Common Share
Basic net loss per common share is computed by dividing net loss available to common stockholder by the weighted average number of common shares outstanding. Diluted net loss per common share 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 in addition to shares that may be issued in the event that convertible debt is exchanged for shares of common stock. The calculation of the net loss per share available to common stockholders for the periods ended September 30, 2017 and 2016 does not include potential shares of common stock equivalents, as their impact would be antidilutive. The following reconciles amounts reported in the financial statements:
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2. GOING CONCERN |
9 Months Ended |
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Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
2. GOING CONCERN | 2. GOING CONCERN
The Company has incurred and continues to incur, losses from operations. For the periods ended September 30, 2017 and 2016, the Company incurred net losses of $149,248 and $158,180, respectively. In addition, certain notes payable have come due and the note holders are demanding payment.
Management is very actively working to cure these situations and has implemented major plans to for the future growth and development of the Company. Management is in the process of renegotiating more favorable repayment terms on the notes payable and the Company anticipates that these negotiations will result in extended payment plans.
Historically, the Company has financed its operations primarily through private financing. It is management's intention to finance operations during the remainder of 2017 primarily through increased sales although there will still be a need for additional equity financing. In addition, management is actively seeking out mergers and acquisitions which would be beneficial to the future growth of the Company. There can be no assurance, however, that this financing will be successful and the Company may be required to further reduce expenses and scale back operations.
As described in Note 4, the Company is currently in default on a $50,000 loan from a stockholder.
The consolidated financial statements presented above and the accompanying Notes have been prepared on a going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future, and does not include any adjustments to reflect possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of any extraordinary regulatory action, which would affect our ability to continue as a going concern.
Due to the conditions and events discussed above, there is substantial doubt about the Company's ability to continue as a going concern. |
3. NEW ACCOUNTING PRONOUNCEMENTS |
9 Months Ended |
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Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
3. NEW ACCOUNTING PRONOUNCEMENTS | 3. NEW ACCOUNTING PRONOUNCEMENTS
In February 2016, the FASB issued new guidance on the accounting for leases, which supersedes previous lease guidance. Under this guidance, for all leases with terms in excess of one year, including operating leases, the Company will be required to recognize on its balance sheet a lease liability and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance retains a distinction between finance leases and operating leases and the classification criteria is substantially similar to previous guidance. Additionally, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed. The Company is currently evaluating the impact of this guidance on its consolidated balance sheets. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted.
In May 2014, the FASB issued guidance on the recognition of revenues which provides a single, comprehensive revenue recognition model for all contracts with customers and supersedes most existing revenue recognition guidance. The main principle under this guidance is that an entity should recognize revenue at the amount it expects to be entitled to in exchange for the transfer of goods or services to customers. The Company is currently evaluating the impact of this guidance on its consolidated balance sheets and statement of operations. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted for interim and annual reporting periods beginning after December 15, 2016. |
4. NOTES PAYABLE |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4. NOTES PAYABLE | 4. NOTES PAYABLE
Notes payable as of September 30, 2017 and December 31, 2016 consists of the following:
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5. INCOME TAXES |
9 Months Ended |
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Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
5. INCOME TAXES | 5. INCOME TAXES
For income tax purposes the Company has net operating loss carry forwards of $28,105,000 as of December 31, 2016 that may be used to offset future taxable income. In the instance of future corporate acquisitions, the net operating losses may be used to offset the future taxable income of a qualifying subsidiary corporation which meets IRS regulations governing such situations. The losses have accumulated since 1998 and they will start to expire in 2018. IRS regulations also provide that significant changes in ownership (greater than 50%) could result in the expiration of some of the net operating loss carry forwards. As of the date of this report the Company has not made an analysis of the changes in ownership to determine if any of these losses have expired. Net income tax benefit is not recognized at this time because there is no reasonable expectation that the benefit will be realized in the future.Due to continuous losses from operations the Company has assigned a full valuation allowance against its deferred tax assets. |
6. CONVERTIBLE PREFERRED STOCK |
9 Months Ended |
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Sep. 30, 2017 | |
Equity [Abstract] | |
6. CONVERTIBLE PREFERRED STOCK | 6. CONVERTIBLE PREFERRED STOCK
In July 2005 the Company issued 7,171,725 shares of Series A Preferred Stock in payment of services. The issuance had been previously authorized by the Board of Directors. Each share of Series A Preferred Stock has a liquidation preference, in the event of liquidation of the Company, of $0.001 per share before any payment or distribution is made to the holders of common stock.
During 2008 the Board of Directors approved a reverse split of the stock in which one new share of preferred stock was issued in exchange for each 80 shares of stock outstanding. Accordingly, the total issued of preferred stock was adjusted from 7,171,725 shares to 89,647 shares. The par value and the total authorized shares did not change.
Effective in 2010 the initial issuance of Series A Preferred can be converted into common stock in the ratio of 15:1. During 2011 the Board of Directors authorized the issuance of an additional 1,400,000 shares of Series A Preferred Stock in payment of a loan from a shareholder in the amount of $64,000 and also in payment of services in the amount of $34,000. These additional shares can be converted to common stock beginning in 2013. Each share is entitled to fifteen votes and shall be entitled to vote on any matters brought to a vote on the common stock shareholder.
During 2012 the Board of Directors authorized the issuance of an additional 1,500,000 shares of Series A Preferred Stock in payment of deferred compensation and current compensation in the amount of $161,463.
During 2013 the Board of Directors authorized the issuance of an additional 500,000 shares of Series A Preferred Stock in payment of professional services in the amount of $225,000.
During 2014 the Board of Directors authorized the issuance of an additional 2,000,000 shares of Series A Preferred Stock in payment of deferred and current compensation in the amount of $480,000.
During 2015 an owner of preferred stock elected to convert 1,400,000 shares of his preferred stock into 21,000,000 shares of the Company's common stock.
During 2015 the Board of Directors authorized the issuance of an additional 1,000,000 shares of Series A Preferred Stock in payment of deferred compensation of $37,500 and current compensation of $37,500.
During 2016 an owner of preferred stock elected to convert 500,000 shares of preferred stock into 7,500,000 shares of the Company's common stock. |
7. OPERATING LEASE |
9 Months Ended |
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Sep. 30, 2017 | |
Leases [Abstract] | |
7. OPERATING LEASE | 7. OPERATING LEASE
In 2015 the Company leased 1,500 sq. ft. of office space under a non-cancellable lease at 1900 Lansdowne Road, Baltimore Maryland with a monthly rent of $1,595 for a period of 3 years. Effective July 31, 2016 the lease was terminated by mutual agreement with the landlord. In 2017, the Company leased office space at 6 Park Center Court, Owings Mills, Baltimore, Maryland for use as its' Medical Clinic and Corporate Office. The monthly rent of $2,037 is through September 2017 and is renewable, automatically for one year terms. Rent expense was $10,776 and $12,485 for the periods ended September 30, 2017 and 2016, respectively. |
8. STOCK BASED COMPENSATION |
9 Months Ended |
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Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
8. STOCK BASED COMPENSATION | 8. STOCK BASED COMPENSATION
On April 2, 2010 the Company adopted its 2010 Equity Incentive Plan. Reserved for equity issuances under the Equity Incentive Plan are 50,000,000 shares of our common stock. During 2011 14,116,433 shares of common stock were issued under the provisions of the 2010 Equity Incentive Plan for which $92,065 of expenses were recognized.
On June 1, 2010 the Company adopted its 2010 Service Provider Stock Compensation Plan. Reserved for equity issuances under the Service Provider Stock Compensation Plan are 50,000,000 shares of our common stock. No equity issuances were made during the reporting period from the 2010 Service Provider Stock Compensation Plan.
During the period ended September 30, 2016 the Company issued the following compensatory shares outside of its existing Stock Option and Restricted Share Plans at the discretion of the Board of Directors:
For the six month period ended September 30, 2016 the Board authorized the issuance of 7,000,000 shares of common stock in payment of interest expense amounting to $16,800.
Independent contractors and consultants' expense was based on the estimated value of services rendered or the value of the common stock issued, if more reliably determined.
Stock Options and Warrants
On April 2, 2010, the Company adopted its 2010 Equity Incentive Plan, which authorized, among other forms of incentives, the issuance of stock options. Reserved for equity issuances under the 2010 Equity Incentive Plan are 50,000,000 shares of our common stock. No equity issuances have been made from the 2010 Equity Incentive Plan. Stock 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 prices as established on the date of the grant.
Stock Options
Certain nonqualified stock options were issued during the period ended September 30, 2013 to a member of the board of directors as compensation for services performed.
Weighted Weighted Average Aggregate
Number of Average Exercise Remaining Intrinsic
Options Price Contractual Life Value
Outstanding at Dec 31, 2016 10,000,000 $0.03 1.24 $ -
Granted - - - -
Exercised - - - -
Forfeited - - - -
Outstanding at September 30, 2017 10,000,000 $0.03 .52 $ -
Exercisable at September 30, 2017 10,000,000 $0.03 .52 $ -
The Company uses the Black-Scholes option pricing model to calculate the fair value of options. Significant assumptions used in this model include:
Annual Dividend -
Expected Life (in years) 5.00
Risk Free Interest Rate 0.78%
Expected Volatility 325.25% |
9. RELATED PARTY TRANSACTIONS |
9 Months Ended |
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Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
9. RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS
Certain stockholders made cash
advances to the Company to help with short-term working capital needs. The net proceeds from stockholders
with unstructured payment plans amounted to $44,771 and $26,505 for the periods ended September 30, 2017 and 2016,
respectively. The total balance due on unstructured loans from stockholders amounted to $635,979 as of September 30, 2017
and $591,208 at December 31, 2016. Loans from stockholders made with repayment terms are described in Note 4 above. |
10. ISSUABLE COMMON STOCK |
9 Months Ended |
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Sep. 30, 2017 | |
Equity [Abstract] | |
10. ISSUABLE COMMON STOCK | 10. ISSUABLE COMMON STOCK
As of September 30, 2017 and December 31, 2016 740,000 shares of the authorized shares of common stock amounting to $16,000, had not been issued. |
11. CONTINGENT LIABILITY |
9 Months Ended |
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Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
11. CONTINGENT LIABILITY | 11. CONTINGENT LIABILITY
Effective January 1, 2015 the Board of Directors authorized a new employment contract with Gunther Than, CEO of View Systems, Inc. That employment contract provides that in the event of a change in control of the Board of Directors or a buyout or takeover or substantial change of management structure Mr. Than will receive a minimum of three year's salary plus 4.8 million shares of unrestricted stock of the equivalent in cash at Mr. Than's direction. Mr. Than's current base salary is $120,000 per annum. |
12. OPERATING SEGMENTS |
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Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
12. OPERATING SEGMENTS | 12. OPERATING SEGMENTS
The Company operates in two segments: (1) the design, development and sale of computer software and hardware used in conjunction with surveillance capabilities and (2) a newly established business line in the Erectile Dysfunction Medical field. The following table details net revenue and income before income taxes by segment:
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1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nature of Operations | Nature of Operations
View Systems, Inc. and Subsidiaries (the "Company") designs, develops and sells computer software and hardware used in conjunction with surveillance capabilities. The technology utilizes the compression and decompression of digital inputs. In March 2002, the Company acquired Milestone Technology, Inc., which has developed a concealed weapons detection portal. In July 2009, the Company acquired FibreXpress, Inc., which is a company that specializes in developing and selling equipment and components for the fiber optic and communication cable industries. During the second quarter of 2017, the Company established a new business line in the Erectile Dysfunction Medical market by opening one clinic within its' Medical Therapeutics subsidiary. |
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Basis of Presentation | Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 |
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Basis of Consolidation | Basis of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Milestone Technology, Inc., FibreXpress, Inc. and Medical Therapeutics. All significant intercompany accounts and transactions have been eliminated in consolidation. |
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Use of Estimates | Use of Estimates
Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. 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.
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Cash and Cash Equivalents | Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with original maturities of three months or less
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Accounts Receivable | Accounts Receivable
Accounts receivable consists of amounts due from customers. Management periodically reviews the open accounts and makes a determination as to the ultimate collectability of each account. Once it is determined that collection is in doubt the account is written off as a bad debt. In order to provide for accounts that may become uncollectible in the future, the Company has established an allowance for doubtful accounts. The balance of the allowance for doubtful accounts is based on management's judgment and the Company's prior experience with managing accounts receivable.
Management's
determination is that the remaining balance is collectible and therefore no allowance for possible uncollectible accounts receivable
has been recorded for the periods ended September 30, 2017 and 2016, respectively. |
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Revenue Recognition | Revenue Recognition
The Company has three main products, namely the concealed weapons detection system, the visual first responder system and the Viewmaxx digital video system. In all cases revenue is considered earned when the product is shipped to the customer, installed (if necessary) and accepted by the customer as a completed sale. The concealed weapons detection system and the digital video system each require installation and training. The customer can engage us for installation and training, which is a revenue source separate and apart from the sale of the product. In those cases revenue is recognized at the completion of the installation and training and acceptance by the customer. However, the customer can also self-install or can engage another firm to provide installation and training. Each product has an unconditional 30 day warranty, during which time the product can be returned for a complete refund. Customers can purchase extended warranties, which provide for replacement or repair of the unit beyond the period provided by the unconditional warranty. Warranties can be purchased for various periods but generally they are for one year period that begins after any other warranties expire. The revenue from warranties is recognized on a straight line basis over the period covered by the warranty. Prior to the issuance of financial statements management reviews any returns subsequent to the end of the accounting period which are from sales recognized during the accounting period, and makes appropriate adjustments as necessary. Product prices are fixed or determinable and products are only shipped when collectability is reasonably assured. For our Medical Business, service revenue is considered earned when the service is provided. |
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Inventories | Inventories
Inventories stated at the lower of cost or market. Cost is determined by the first-in-first-out method (FIFO). As of September 30, 2017 and December 31, 2016 the Company's inventory consisted of unassembled parts of the product. |
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Property and Equipment | Property and Equipment
Property and equipment is recorded at cost and depreciated over their 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 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 periods ended September 30, 2017 and 2016 amounted to $600 and $600, respectively. |
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Income Taxes | Income Taxes
Income taxes are recorded under the assets and liabilities 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 carry forwards. 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.
The Company files income tax returns in the U.S. federal jurisdictions, and in various state jurisdictions. The Company is no longer subject to U.S. federal, state and local examinations by tax authorities for years prior to 2010. The Company policy is to recognize interest related to unrecognized tax benefits as income tax expense. The Company believes that it has appropriate support for the income tax positions it takes and expects to take on its tax returns, and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter.
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Research and Development | Research and Development
Research and development costs are expensed as incurred.
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Advertising | Advertising
Advertising costs are charged to operations as incurred. Advertising costs for the six months ended September 30, 2017 and 2016 were $3,322 and $125, respectively. |
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Nonmonetary Transactions | Nonmonetary Transactions
Nonmonetary transactions are accounted for in accordance with ASC 845 " 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.
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Financial Instruments | 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.
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Stock-Based Compensation | Stock-Based Compensation
The Company accounts for share-based compensation at fair value. Share-based compensation cost for stock options granted to employees, board members and service providers is determined at the grant date using an option pricing model that uses level 3 unobservable inputs. The value of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service period.
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Net Loss Per Common Share | Net Loss Per Common Share
Basic net loss per common share is computed by dividing net loss available to common stockholder by the weighted average number of common shares outstanding. Diluted net loss per common share 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 in addition to shares that may be issued in the event that convertible debt is exchanged for shares of common stock. The calculation of the net loss per share available to common stockholders for the periods ended September 30, 2017 and 2016 does not include potential shares of common stock equivalents, as their impact would be antidilutive. The following reconciles amounts reported in the financial statements:
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1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss Per Common Share |
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4. NOTES PAYABLE (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable |
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8. STOCK BASED COMPENSATION (Tables) |
9 Months Ended |
---|---|
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options | Weighted Weighted Average Aggregate
Number of Average Exercise Remaining Intrinsic
Options Price Contractual Life Value
Outstanding at Dec 31, 2016 10,000,000 $0.03 1.24 $ -
Granted - - - -
Exercised - - - -
Forfeited - - - -
Outstanding at September 30, 2017 10,000,000 $0.03 .52 $ -
Exercisable at September 30, 2017 10,000,000 $0.03 .52 $ - |
Assumptions Used | Annual Dividend -
Expected Life (in years) 5.00
Risk Free Interest Rate 0.78%
Expected Volatility 325.25% |
12. OPERATING SEGMENTS (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating Segments |
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1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
|
Accounting Policies [Abstract] | ||
Depreciation Expense | $ 600 | $ 600 |
Advertising Costs | $ 3,322 | $ 125 |
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Common Share (Details) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
|
Accounting Policies [Abstract] | ||||
Net Loss | $ (43,610) | $ (50,908) | $ (149,248) | $ (153,180) |
Shares | 326,705,526 | 326,705,526 | 326,705,526 | 322,574,464 |
Per-share | $ 0.00 | $ 0.00 |
2. GOING CONCERN (Details Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net Loss | $ (43,610) | $ (50,908) | $ (149,248) | $ (153,180) |
Debt in Default | $ 50,000 | $ 50,000 |
4. NOTES PAYABLE (Details Narrative) - USD ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2017 |
Dec. 31, 2016 |
|
TOTAL | $ 50,000 | $ 50,000 |
Less current portion | 50,000 | 50,000 |
Stockholder [Member] | ||
TOTAL | $ 50,000 | $ 50,000 |
Due date | Dec. 17, 2009 | |
Interest rate | 5.00% |
5. INCOME TAXES (Details Narrative) |
9 Months Ended |
---|---|
Sep. 30, 2017
USD ($)
| |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforwards | $ 28,105,000 |
Expiration date | Dec. 31, 2018 |
7. OPERATING LEASE (Details Narrative) - USD ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
|
Leases [Abstract] | ||
Monthly Rent | $ 2,037 | $ 1,595 |
Rent Expense | $ 10,776 | $ 12,485 |
8. STOCK BASED COMPENSATION (Details Narrative) - USD ($) |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2011 |
Dec. 31, 2010 |
|
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Shares for Equity Incentive Plan | 50,000,000 | |||
Shares issued For Expenses and Liabilitites | 7,000,000 | 4,100,000 | 14,116,433 | |
Amount of Expenses and Liabilities | $ 16,800 | $ 26,750 | $ 92,065 |
8. STOCK BASED COMPENSATION - Stock Options (Details) |
9 Months Ended |
---|---|
Sep. 30, 2017
$ / shares
shares
| |
Stock Based Compensation - Stock Options Details | |
Stock options, outstanding, beginning | shares | 10,000,000 |
Stock options, outstanding, ending | shares | 10,000,000 |
Stock options, exercisable | shares | 10,000,000 |
Stock options per share, outstanding, beginning | $ / shares | $ 0.03 |
Stock options per share, outstanding, ending | $ / shares | 0.03 |
Stock options per share, exercisable | $ / shares | $ 0.03 |
Stock options contractual life, outstanding, beginning | 1 year 2 months 4 days |
Stock options contractual life,outstanding, ending | 5 months 2 days |
Exercisable | 5 months 2 days |
8. STOCK BASED COMPENSATION - Assumptions Used (Details) |
9 Months Ended |
---|---|
Sep. 30, 2017 | |
Share-based Compensation [Abstract] | |
Expected Life (in years) | 5 years |
Risk Free Interest Rate | 0.78% |
Expected Volatility | 325.25% |
9. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Dec. 31, 2016 |
|
Related Party Transactions [Abstract] | |||
Due to Shareholders | $ 635,979 | $ 591,208 | |
Net Proceeds from Stockholders | $ 44,771 | $ 26,505 |
10. ISSUABLE COMMON STOCK (Details Narrative) |
Sep. 30, 2017
USD ($)
shares
|
---|---|
Equity [Abstract] | |
Stock unissued, shares | shares | 740,000 |
Stock unissued, value | $ | $ 16,000 |
11. CONTINGENT LIABILITY (Details Narrative) |
9 Months Ended |
---|---|
Sep. 30, 2017
USD ($)
shares
| |
Contingent Liability Details Narrative | |
Base Salary | $ | $ 120,000 |
Shares Issued as Salary | shares | 4,800,000 |
12. OPERATING SEGMENTS - Operating Segments (Details) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
|
Total revenue | $ 9,679 | $ 7,180 | $ 42,095 | $ 51,320 |
Net loss | (43,610) | (50,908) | (149,248) | (153,180) |
Security Systems [Member] | ||||
Total revenue | 6,108 | 7,180 | 27,245 | 1,320 |
Net loss | (36,931) | (50,908) | (97,423) | (153,180) |
Medical [Member] | ||||
Total revenue | 3,571 | 14,850 | ||
Net loss | $ (6,679) | $ (51,825) |
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