-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MAcnA7g+d7keSn7E952zPBRKOsMpYKD2nmivDkGJLZXZyPTb5rpPjx3Auu7L6BJZ +ez9lirQWdUS4UkZ52ikeQ== 0001023175-04-000131.txt : 20040802 0001023175-04-000131.hdr.sgml : 20040802 20040802145448 ACCESSION NUMBER: 0001023175-04-000131 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIEW SYSTEMS INC CENTRAL INDEX KEY: 0001075857 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 592928366 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-30178 FILM NUMBER: 04944776 BUSINESS ADDRESS: STREET 1: 1100 WILSO DR STREET 2: 1100 WILSO DR CITY: BALTIMORE STATE: MD ZIP: 21223 BUSINESS PHONE: 4106463000 MAIL ADDRESS: STREET 1: 1100 WILSO DR STREET 2: 1100 WILSO DR CITY: BALTIMORE STATE: MD ZIP: 21233 10QSB 1 view10qsb.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 [ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-30178 VIEW SYSTEMS, INC. (Exact name of small business issuer as specified in its charter) Nevada 59-2928366 (State of incorporation) (I.R.S. Employer Identification No.) 1100 Wilso Drive Baltimore, Maryland 21223 (Address of principal executive offices) (410) 646-3000 (Issuer's telephone number) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of July 26, 2004 View Systems, Inc. had 70,085,352 shares of common stock outstanding. Transitional small business disclosure format: Yes [ ] No [X] TABLE OF CONTENTS PART I: FINANCIAL INFORMATION Item 1. Financial Statements...............................................2 Item 2. Management's Discussion and Analysis...............................8 Item 3. Controls and Procedures...........................................12 PART II: OTHER INFORMATION Item 2. Changes in Securities.............................................12 Item 5. Other Information ................................................13 Item 6. Exhibits and Reports on Form 8-K..................................13 Signatures.................................................................13 PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The financial information set forth below with respect to our statements of operations for the three and six month periods ended June 30, 2004 and 2003 is unaudited. This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data. The results of operations for the six month period ended June 30, 2004 are not necessarily indicative of results to be expected for any subsequent period. 2 View Systems, Inc. Consolidated Financial Statements June 30, 2004 3 View Systems, Inc. and Subsidiaries Consolidated Balance Sheets ASSETS June 30, December 31, 2004 2003 ------------- ------------- (unaudited) Current Assets Cash $ 19,506 $ 19,899 Accounts Receivable(Net of Allowance of $81,000) 239,852 225,088 Inventory 93,241 93,241 ------------- ------------- Total Current Assets 352,599 338,228 ------------- ------------- Property & Equipment (Net) 27,203 44,693 ------------- ------------- Other Assets Licenses 1,626,854 1,626,854 Due from Affiliates 98,457 98,457 Deposits 4,819 4,819 ------------- ------------- Total Other Assets 1,730,130 1,730,130 ------------- ------------- Total Assets $ 2,109,932 $ 2,113,051 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable $ 480,200 $ 648,714 Accrued Expenses 131,717 115,515 Accrued Interest 60,500 55,000 Notes Payable 111,885 131,500 ------------- ------------- Total Current Liabilities 784,302 950,729 ------------- ------------- Stockholders' Equity Preferred Stock, Authorized 10,000,000 Shares, $.01 Par Value, Issued and Outstanding - - Common Stock, Authorized 100,000,000 Shares, $.001 Par Value, Issued and Outstanding 69,403,752 and 62,730,619, respectively 69,404 62,730 Additional Paid in Capital 16,406,420 15,604,609 Retained Earnings (Deficit) (15,150,194) (14,505,017) ------------- ------------- Total Stockholders' Equity 1,325,630 1,162,322 ------------- ------------- Total Liabilities and Stockholders' Equity $ 2,109,932 $ 2,113,051 ============= ============= 4
View Systems, Inc. and Subsidiaries Consolidated Statements of Operations (Unaudited) For the Three Months Ended For the Six Months Ended June 30, June 30, --------------------------- ---------------------------- 2004 2003 2004 2003 ------------- ------------- ------------- -------------- Revenues, Net $ 158,041 $ 146,485 $ 192,394 $ 212,175 Cost of Sales 73,872 67,454 106,198 94,990 ------------- ------------- ------------- -------------- Gross Profit (Loss) 84,169 79,031 86,196 117,185 ------------- ------------- ------------- -------------- Operating Expenses Research & Development - 1,342 - 11,432 General & Administrative 325,100 175,821 380,678 285,797 Professional Fees 57,955 (36,595) 82,174 40,469 Salaries & Benefits 106,639 112,021 240,210 243,066 ------------- ------------- ------------- -------------- Total Operating Expenses 489,694 251,247 703,062 580,764 ------------- ------------- ------------- -------------- Net Operating Income (Loss) (405,525) (172,216) (616,866) (463,579) ------------- ------------- ------------- -------------- Other Income(Expense) Interest Expense (25,297) (2,957) (28,311) (5,966) ------------- ------------- ------------- -------------- Total Other Income(Expense) (25,297) (2,957) (28,311) (5,966) ------------- ------------- ------------- -------------- Net Income (Loss) $ (430,822) $ (175,173) $ (645,177) $ (469,545) ============= ============= ============= ============== Net Income (Loss) Per Share $ (0.01) $ (0.00) $ (0.01) $ (0.01) ============= ============= ============= ============== Weighted Average Shares Outstanding 64,523,490 45,275,619 63,671,982 44,937,195 ============= ============= ============= ============== 5
View Systems, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, --------------------------- 2004 2003 ------------- ------------- Cash Flows from Operating Activities: Net Income (Loss) $ (645,177) $ (469,545) Adjustments to Reconcile Net Loss to Net Cash Provided by Operations: Depreciation & Amortization 17,490 119,370 Stock Issued for Services 239,380 - Change in Operating Assets and Liabilities: (Increase) Decrease in: Accounts Receivable (14,764) (67,355) Inventories - 71,386 Increase (Decrease) in: Accounts Payable (168,514) (68,079) Accrued Expenses 32,507 5,500 ------------- ------------- Net Cash Provided(Used) by Operating Activities (539,078) (408,723) Cash Flows from Investing Activities: Advances (to)/ receipt from related party - 4,500 ------------- ------------- Net Cash Provided (Used) by Investing Activities - 4,500 Cash Flows from Financing Activities: Funds advanced (to) from stockholders 491,685 317,500 Proceeds from stock issuance 47,000 86,550 ------------- ------------- Net Cash Provided (Used) by Financing Activities 538,685 404,050 ------------- ------------- Increase (Decrease) in Cash (393) (173) Cash and Cash Equivalents at Beginning of Period 19,899 3,229 ------------- ------------- Cash and Cash Equivalents at End of Period $ 19,506 $ 3,056 ============= ============= Cash Paid For: Interest $ - $ - Income Taxes $ - $ - Non-Cash Activities: Stock Issued for Notes Payable and Accrued Interest $ 522,105 $ - Stock Issued for Services $ 239,380 $ - 6
View Systems, Inc. Notes to the Consolidated Financial Statements June 30, 2004 GENERAL View Systems, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the six months ended June 30, 2004 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on the Form 10-KSB for the twelve months ended December 31, 2003. UNAUDITED INFORMATION The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year. COMMON STOCK During February 2004, the Company issued 200,000 shares of common stock for services valued at $52,000. During February 2004, the Company issued 44,500 shares of common stock for cash of $10,000. During March 2004, the Company issued 709,500 shares of common stock for services valued at $151,980. During March 2004, the Company issued 200,000 shares of common stock for cash of $25,000. During April 2004, the Company issued 33,333 shares of common stock for cash of $5,000. During May 2004, the Company issued 27,000 shares of common stock for cash of $4,000. During May 2004, the Company issued 31,250 shares of common stock for services valued at $5,000. During June 2004, the Company issued 160,000 shares of common stock for services valued at $30,400. During June 2004, the Company issued 24,000 shares of common stock for cash of $3,000. During June 2004, the Company issued 5,221,050 shares of common stock for notes payable and accrued interest of $522,105. 7 In this report references to "View Systems," "we," "us," and "our" refer to View Systems, Inc. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS The Securities and Exchange Commission ("SEC") encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as "may," "will," "expect," "believe," "anticipate," "estimate," "project," or "continue" or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS Executive Overview View Systems develops and manufactures computer software and hardware for security and surveillance capabilities. Management believes that heightened attention to terrorism and other security threats will likely continue to drive growth in the market for security products. During the past year our revenues were primarily from sales of our VideoMaxx Digital Video product line and SecureScan Concealed Weapons Detection product lines. While we experienced a drop in revenues for the first quarter of 2004, revenues increased 360% in the second quarter of 2004 compared to the first quarter of 2004. During the second quarter of 2004, sales of our ViewMaxx Digitial Video have been steady, demonstrating the continuing market growth in closed circuit television surveillance products. We have entered into new market segments with this product and are concentrating on local sales and services. We combined our SecureScan technology with School Technology Management, Inc.'s attendance program technology and the second phase of testing of the combined technology produced positive results. These positive results lead the National Institute of Justice to provide $500,000 to fund further development of the SecureScan technology. A portion of this funding will go to the Idaho National Engineering and Environmental Laboratory, a portion to the further refinement of the sensor circuitry and we will receive a portion. In addition, $600,000 has been committed by the Department of Energy for a cooperative research and development agreement related to the SecureScan technology for new and more sensitive magnetometers at a reduced cost. We will receive the new technology and this change will result in reduced manufacturing costs, a wider portal opening size and improved object recognition ability. We rely on revenues, private financing and sales of common stock to fund our operations. While we have increased our revenues during the second quarter of 2004, we have incurred losses for the past two fiscal years and have an accumulated deficit of $15,150,194 at June 30, 2004. Our auditors have expressed doubt that we can continue as a going concern based on these factors. Management believes we will incur operating losses for the near future while we continue to expand our product line and develop our sales and marketing channels. Management continues to seek additional funding of up to $2 million to continue our business plan development during the next twelve months. However, we can not assure you that we will be successful at obtaining the necessary funding to continue this development. For the next twelve months our primary challenge will be to more fully develop our product line and our sales and distribution network. During the first quarter of 2004 we entered into a cooperative research and development agreement with the U.S. Department of Energy's Idaho National Engineering and Environmental Laboratory ("Idaho Engineering Lab") for our FirstView Wireless Camera System, a first responder long range video 8 transmission system. During the second quarter of 2004 we set up a complete manufacturing line in the Baltimore, Maryland facility for building, testing and further development of the FirstView Wireless Camera product. We sold and delivered two FirstView units to organizations in Boston, Massachusetts who were involved with security for the Democratic national convention and we have received additional orders for this product. Along with development of our product lines, we must establish a sales and distribution channel program for the United States. Our emphasis will be on marketing and sales programs through dealer channels, plus internal direct sales for our products, where applicable. We intend to build a United States domestic network of manufacturing representatives and dealers for the sale and distribution of our products within the 48 states. Our initial focus will be in the Mid-Atlantic and Northeast regions. In recent months we signed three new dealers for our products; however, we cannot assure you that we will be able to develop these sales and distribution channels to a level which will result in increased revenues or continued profitability. Some of the major distributors of safety products who have become our dealers and manufacturer representatives will be adding our products to their GSA schedules. Another major emphasis for the next twelve months is to continue our SecureScan manufacturing cost reduction objectives. We reduced manufacturing costs of the SecureScan product by 25% in the first quarter of 2004. We intend to select key expensive components of the SecureScan system and replace them with performance equivalent, less expensive parts. The final phase of the manufacturing cost reductions will be cost reduction per unit in the fabrication of the gradiometer sensors. In addition, we anticipate completing circuitry conversions to fully digital signal processing from digital to analog and back to digital, along with replacing over-engineered housings in the SecureScan portals. We also intend to reduce assembly time and testing times to save additional manufacturing costs. Liquidity and Capital Resources For the short term management believes that revenues and additional financing will provide funds for operations and development of our business plan. For the long term, management expects that the development of our sales channels will increase our revenues; however, we will need to continue to raise additional funds through loans and sales of our common stock, as needed. Operations - Our cash inflows are not sufficient to fund our day-to-day operations. Net cash used by operating activities for the six month period ended June 30, 2004 ("2004 six month period") was $539,078 compared to net cash used by operating activities of $408,723 for the six month period ended June 30, 2003 ("2003 six month period"). Financing - Historically, we have financed our operations primarily through revenues and private financing. We estimate that we will require additional financing of approximately $500,000 to $1 million to meet our needs for the next twelve months. Our goal is to use this financing to increase ongoing operations to self-sustaining levels and increase profits to the magnitude management feels is achievable. The first phase of our financing plan is to acquire a $250,000 bridge loan that we will use to continue manufacturing the FirstView Wireless Camera product in our Baltimore, Maryland facility. The second phase involves the acquisition of $500,000 in the next six months to increase sales and manufacturing personnel to support a national sales channel, lower manufacturing unit costs of the our products and continue development of an integrated application of the SecureScan technology with School Technology Management Inc.'s student time and attendance system. Net cash provided by financing activities for the 2004 six month period was $538,685 compared to $404,050 for the 2003 six month period. The 2004 six month period financing activities consisted of advances from shareholders of $491,685 and $47,000 in proceeds received from sales of common stock. The 2003 six month period financing activities consisted of advances from shareholders of $317,500 and $86,550 in proceeds received from sales of stock. 9 We intend to use any available cash to develop our products and expand our sales, marketing and promotional activities. Management believes that it will be essential to continue to raise additional capital, both internally and externally, to compete in our markets. We cannot assure you that we will be able to obtain financing on favorable terms and we may be required to further reduce expenses and scale back our operations. In addition to accessing the public and private equity markets, we will pursue bank credit lines and equipment leases for certain capital expenditures, if necessary. Commitments and Contingent Liabilities Our primary commitment is our operating lease for the manufacturing facility in Baltimore, Maryland. Our rent for this facility is $2,260 per month with an annual escalator of 3%. Our total current liabilities of $784,302 at June 30, 2004 include accounts payable of $480,200, accrued expenses of $131,717, accrued interest of $60,500 and notes payable of $111,885. Off-balance Sheet Arrangements - None. Results of Operations The following discussions are based on the consolidated financial statements of View Systems and its subsidiaries. These charts and discussions summarize our financial statements for the three and six month periods ended June 30, 2003 and 2004 and should be read in conjunction with the financial statements, and notes thereto, included with this report at Item I, Part 1, above. 2003 and 2004 Interim Period Summary of Operations -------------------------------------------------- Six months Six months Three months Three months ended ended ended ended June 30,2003 June 30, 2004 June 30, 2003 June 30, 2004 ------------- -------------- -------------- ------------- Revenues, net $ 212,175 $ 192,394 $ 146,485 $ 158,041 Cost of sales 94,990 106,198 67,454 73,872 Gross profit 117,185 86,196 79,031 84,169 Total operating expenses 580,764 703,062 251,247 489,694 Net operating loss (463,579) (616,866) (172,216) (405,525) Total other income (expense) (5,966) (28,311) (2,957) (25,297) Net income (loss) (469,545) (645,177) (175,173) (430,822) Net income (loss) per share $ (0.01) $ (0.01) $ (0.00) $ (0.01) Revenues for the 2004 six month period decreased 9.3% compared to the 2003 six month period and costs of sales increased 11.8% in the 2004 six month period compared to the 2003 six month period. As a result of the decreases in revenues and increases in cost of sales, our gross profit decreased 26.4% for the 2004 six month period compared to the 2003 six month period Revenues for the three month period ended June 30, 2004 ("2004 second quarter") increased 7.9% compared to the three month period ended June 30, 2003 ("2003 second quarter") and costs of sales increased 9.5% in the 2004 10 second quarter compared to the 2003 second quarter. As a result of these increases our gross profit increased 6.5% in the 2004 second quarter compared to the 2003 second quarter. During the 2004 six month period total operating expense increased 21.0% compared to the 2003 six month period. During the 2004 second quarter total operating expense increased 94.9% compared to the 2003 second quarter. The increases for the 2004 periods were primarily the result of a increases in general and administrative expenses related to common shares issued for services in the 2004 six month period and increases in professional fees for technical and business consultants in the same period. As a result of decreases in our gross profit and increases in our total operating expenses, our net operating loss increased 33.1% for the 2004 six month period compared to the 2003 six month period. Increases in gross profit for the 2004 second quarter were offset by the increases in our total operating expenses and resulted in our net operating loss increasing 135.5% for the 2004 second quarter compared to the 2003 second quarter. Total other expense, which represents interest expense, increased in the 2004 periods primarily due to loans received in those periods. Our net loss for the 2004 six month period increased 37.4 % in comparison to our net loss for the 2003 six month period and our net loss for the 2004 second quarter increased 145.9% in comparison to our net loss for the 2003 second quarter. Our net loss per share was $0.01 for the 2004 and 2003 six month periods and the 2004 second quarter, but was $0.00 for the 2003 second quarter. Summary of Balance Sheet ------------------------- For year ended Quarter ended December 31, 2003 June 30, 2004 ----------------- -------------- Cash $ 19,899 $ 19,506 Total current assets 338,228 352,599 Total assets 2,113,051 2,109,932 Total current liabilities 950,729 784,302 Accumulated deficit (14,505,017) (15,150,194) Total stockholders equity $ 1,162,322 $ 1,325,630 As of June 30, 2004 we had negative working capital of $431,703. Our total current assets increased slightly from the year ended December 31, 2003, primarily due to increases in accounts receivable. At June 30, 2004 we own property and equipment valued at $27,203 and licenses related to our technology valued at $1,626,854. Our total current liabilities have decreased at June 30, 2004, compared to December 31, 2003, primarily due to conversion of debt of $522,105 into common shares during the 2004 second quarter (See Part II, Item 2, for further details.) Factors Affecting Future Performance Our independent auditors have expressed concern whether we can continue as a going concern. We have incurred ongoing operating losses and do not currently have financing commitments in place to meet expected cash requirements for the next twelve months. Our net loss for the six month period ended June 30, 2004 was $645,177 and our net loss for the year ended December 31, 2003 was $2,546,334. Our accumulated deficit 11 was $15,150,194 at the six month period ended June 30, 2004. We are unable to fund our day-to-day operations through revenues alone and management believes we will incur operating losses for the near future while we seek financing commitments during the next twelve months to fund further development of our business plan. While we have expanded our product line and expect to establish new sales channels, we may be unable to increase revenues to the point that we attain and are able to maintain profitability. We may need additional external capital and may be unable to raise it. Based on our current growth plan we believe we may require $500,000 to $1 million additional financing within the next twelve months to remain competitive in our market. Our success will depend upon our ability to access equity capital markets and borrow on terms that are financially advantageous to us. However, we may not be able to obtain additional funds on acceptable terms. If we fail to obtain funds on acceptable terms, then we might be forced to delay or abandon some or all of our business plans or may not have sufficient working capital to develop products, finance acquisitions, or pursue business opportunities. If we borrow funds, then we could be forced to use a large portion of our cash reserves, if any, to repay principal and interest on those funds. If we issue our securities for capital, then the interests of investors and shareholders will be diluted. We are currently dependent on the efforts of our resellers for our continued growth and must expand our sales channels to increase our revenues. We are in the process of developing and expanding our sales channels, but we expect overall sales to remain down as we develop our marketing activities. If we are unsuccessful in developing sales channels then we may have to abandon our business plan. We are actively recruiting and adding other additional resellers and must continue to recruit additional resellers and find other methods of distribution to increase customers. ITEM 3. CONTROLS AND PROCEDURES Our Chief Executive Officer who also acts in the capacity of principal financial officer has concluded that the disclosures related to the effectiveness of our disclosure controls and procedures and our internal control over financial reporting made in our annual report on Form 10-KSB, filed April 14, 2004, remain accurate. PART II: OTHER INFORMATION ITEM 2: CHANGES IN SECURITIES The following discussion describes all securities sold by View Systems without registration during the second quarter of 2004 through a recent date, unless previously reported. On July 9, 2004 we issued an aggregate of 805,600 common shares to investors for cash. We issued 100,000 shares to David Hume, 81,600 shares to Guy Parr, 600,000 shares to Donald Koerner, and 24,000 shares to Duane Anderson. We relied on an exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act. On June 21, 2004 we issued an aggregate of 5,221,050 common shares to convert notes payable with accrued interest totaling $522,105. We issued 1,246,440 shares to Compass Equity Partners, 3,039,000 shares to Niki Group and 935,610 shares to First Equity Holdings Corp. We relied on an exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act. During the three month period ended June 30, 2004, we issued an aggregate of 84,333 shares to three investors for $12,000 cash. We relied on an exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act. 12 On June 3, 2004 we issued an aggregate of 160,000 shares in consideration for services valued at $30,400. We issued 100,000 shares to Barry Feldman and 60,000 shares to Liem Nguyen We relied on an exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act. On May 11, 2004 we issued 31,250 common shares valued at approximately $5,000 to InCap Group, Inc. in consideration for services. We relied on an exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act. ITEM 5: OTHER INFORMATION In June 2004, our Secretary and Chairman of the Board, William D. Smith, resigned those positions due to family health problems. Our board of directors appointed our director, Michael L. Bagnoli, as Secretary of the company, but Chairman of the Board has not been filled as of the date of this filing. The office of President remains vacant and our board of directors intends to fill that position as soon as practicable. ITEM 6. EXHIBITS AND REPORT ON FORM 8-K Part I Exhibits 31.1 Chief Executive Officer Certification 31.2 Principal Financial Officer Certification 32.1 Section 1350 Certification Part II Exhibits 3.1 Articles of Incorporation of View Systems, as amended (Incorporated by reference to exhibit 3.1 to Form 10-QSB filed November 14, 2003) 3.2 By-Laws of View Systems (Incorporated by reference to exhibit 3.2 to Form 10-QSB filed November 14, 2003) 21.1 Subsidiaries (Incorporated by reference to Form 10-KSB, filed March 31, 2003) Reports on Form 8-K None. SIGNATURES In accordance with the requirements of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VIEW SYSTEMS, INC. /s/ Gunther Than Date: July 30, 2004 By: __________________________________________ Gunther Than Chief Executive Officer Principal Financial Officer Treasurer and Director 13 EX-31.1 2 viewex311.txt CHIEF EXECUTIVE OFFICER CERTIFICATION Exhibit 31.1 CHIEF EXECUTIVE OFFICER CERTIFICATION I, Gunther Than, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of View Systems, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which statements were made, not misleading with respect to the period covered by this quarterly 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 small business issuer as of, and for, the periods presented in this report. 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer 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 small business issuer, 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) Evaluated the effectiveness of the small business issuer's 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 (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent function): (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 small business issuer'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 small business issuer's internal control over financial reporting. /s/ Gunther Than Date: July 30, 2004 ______________________________________ Gunther Than, Chief Executive Officer EX-31.2 3 viewex312.txt PRINCIPAL FINANCIAL OFFICER CERTIFICATION Exhibit 31.2 PRINCIPAL FINANCIAL OFFICER CERTIFICATION I, Gunther Than, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of View Systems, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which statements were made, not misleading with respect to the period covered by this quarterly 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 small business issuer as of, and for, the periods presented in this report. 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer 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 small business issuer, 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) Evaluated the effectiveness of the small business issuer's 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 (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent function): (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 small business issuer'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 small business issuer's internal control over financial reporting. /s/ Gunther Than Date: July 30, 2004 _________________________________________ Gunther Than, Principal Financial Officer EX-32.1 4 viewex321.txt SECTION 1350 CERTIFICATION Exhibit 32.1 View Systems, Inc. CERTIFICATION OF PERIODIC REPORT Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350 The undersigned executive officer of View Systems, Inc. certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: (A) the quarterly report on Form 10-QSB of the Company for the quarter ended June 30, 2004, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (B) the information contained in the Form 10-QSB fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: July 30, 2004 /s/ Gunther Than ____________________________________ Gunther Than Chief Executive Officer Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----