-----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, BZ/1ztmWiB+vjJmB76pKv2FIRdPXPuWUKKvN+eiRaYE5XCjx36A6oL1JSBmMKPVW 1343U3BOQqjYxKuHknft4Q== 0001023175-05-000177.txt : 20050815 0001023175-05-000177.hdr.sgml : 20050815 20050815170554 ACCESSION NUMBER: 0001023175-05-000177 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050815 DATE AS OF CHANGE: 20050815 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: 051027733 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, 2005 [ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-30178 VIEW SYSTEMS, INC. --------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada 59-2928366 ----------------------- --------------------------------- (State of incorporation) (I.R.S. Employer Identification No.) 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 27, 2005, View Systems, Inc. had 81,530,422 shares of common stock outstanding. Transitional small business disclosure format: Yes [ ] No [X] TABLE OF CONTENTS PART I: FINANCIAL INFORMATION Item 1. Financial Statements...............................................2 Item 2. Management's Discussion and Analysis or Plan of Operation..........8 Item 3. Controls and Procedures...........................................12 PART II: OTHER INFORMATION Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........12 Item 6. Exhibits..........................................................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, 2005 and 2004 is unaudited. This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data. The results of operations for the six month period ended June 30, 2005 are not necessarily indicative of results to be expected for any subsequent period. 2 View Systems, Inc. and Subsidiaries Consolidated Balance Sheets ASSETS June 30, December 31, 2005 2004 ------------- ------------- (unaudited) Current Assets Cash $ 93,269 $ 173,486 Accounts Receivable (Net of allowance of $20,054 at December 31, 2004) 13,972 108,342 Inventory 26,197 61,197 ------------- ------------- Total current assets 133,438 343,025 ------------- ------------- Property & Equipment (Net) 9,518 14,803 ------------- ------------- Other Assets Licenses 1,626,854 1,626,854 Loans to Shareholder 62,000 66,500 Due from Affiliates 103,358 98,457 Deposits 2,319 2,319 ------------- ------------- Total Other Assets 1,794,531 1,794,130 ------------- ------------- Total Assets $ 1,937,487 $ 2,151,958 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable $ 143,377 $ 331,776 Accrued Expenses 30,802 100,548 Accrued Interest 71,400 66,000 Notes Payable 149,000 149,000 ------------- ------------- Total Current Liabilities 394,579 647,324 ------------- ------------- Stockholers' Equity Preferred Stock, Authorized 10,000,000 Shares, $.01 Par Value, Issued and Outstanding -0- - - Common Stock, Authorized 100,000,000 Shares, $0.001 Par Value, Issued and Outstanding 81,509,422 81,510 - Issued and Outstanding 76,533,922 - 76,534 Additional Paid in Capital 17,337,271 17,119,596 Retained Earnings (Deficit) (15,875,873) (15,691,496) ------------- ------------- Total Stockholders' Equity 1,542,908 1,504,634 ------------- ------------- Total Liabilities and Stockholders' Equity $ 1,937,487 $ 2,151,958 ============= ============= The accompanying notes are an integral part of these consolidated financial statements. 3
View Systems, Inc. and Subsidiaries Consolidated Statements of Operations (Unaudited) Three Months Ended June 30, Six Months Ended June 30, ---------------------------- --------------------------- 2005 2004 2005 2004 -------------- ------------- ------------- ------------- Revenues, Net $ 195,914 $ 158,041 $ 481,556 $ 192,394 Cost of Sales 125,180 73,872 229,508 106,198 -------------- ------------- ------------- ------------- Gross Profit (Loss) 70,734 84,169 252,048 86,196 -------------- ------------- ------------- ------------- Operating Expenses Business development 17,617 - 32,646 - General & Administrative 25,238 325,100 94,020 380,678 Professional Fees 31,341 57,955 69,856 82,174 Salaries and Benefits 148,812 106,639 234,365 240,210 -------------- ------------- ------------- ------------- Total operating expenses 223,008 489,694 430,887 703,062 -------------- ------------- ------------- ------------- Net Operating Income (Loss) (152,274) (405,525) (178,839) (616,866) -------------- ------------- ------------- ------------- Other Income (Expense) Interest Expense (5,538) (25,297) (5,538) (28,311) -------------- ------------- ------------- ------------- Total Other Income (Expense) (5,538) (25,297) (5,538) (28,311) -------------- ------------- ------------- ------------- Net Income (Loss) $ (157,812) $ (430,822) $ (184,377) $ (645,177) ============== ============= ============= ============= Net Income (Loss) Per Share $ (0.00) $ (0.01) $ (0.00) $ (0.01) ============== ============= ============= ============= Weighted Average Shares Outstanding 76,866,047 64,523,490 76,866,047 63,671,982 ============== ============= ============= ============= The accompanying notes are an integral part of these consolidated financial statements 4
View Systems, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity (Deficit) Preferred Stock Common Stock Additional Retained ----------------- --------------------------- Paid-in Earnings Shares Amount Shares Amount Capital (Deficit) ------- --------- ------------- ------------- ------------- ------------- Balance, December 31, 2004 - $ - 76,533,922 $ 76,534 $ 17,119,596 $(15,691,496) January - March 2005 - shares issued for cash - - 155,000 155 15,345 - January - March 2005 - shares issued in payment of accounts payable - - 128,000 128 18,872 - April - June 2005 - shares issued for cash - - 2,287,500 2,288 114,712 - April - June 2005 - shares issued for services - - 2,405,000 2,405 68,745 - Net loss for the period ended June 30, 2005 - - - - - (184,377) ------- --------- ------------- ------------- ------------- ------------- Balance, June 30, 2005 (unaudited) - $ - 81,509,422 $ 81,510 $ 17,337,270 $(15,875,873) ======= ========= ============= ============= ============= ============= The accompanying notes are an integral part of these consolidated financial statements. 5
View Systems, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, -------------------------------- 2005 2004 ---------------- --------------- Cash Flows from Operating Activities: Net Income (Loss) $ (184,377) $ (645,177) Adjustments to Reconcile Net Loss to Net Cash Provided by Operations: Depreciation and Amortization 6,400 17,490 Stock Issued for Services 71,150 239,380 Changes in Operating Assets and Liabilities: Accounts Receivable 94,370 (14,764) Inventory 35,000 - Increase (Decrease) in: Accounts Payable (169,398) (168,514) Accrued Expenses (64,346) 32,507 ---------------- --------------- Net Cash Used by Operating Activities (211,201) (539,078) ---------------- --------------- Cash Flows from Investing Activities: Purchases of Equipment (1,115) - Funds Advanced (to) from Affiliated Entities (4,901) - ---------------- --------------- Net Cash Used in Investing Activities (6,016) - ---------------- --------------- Cash Flows from Financing Activities: Funds Advanced (to) from Stockholders 4,500 491,685 Proceeds from Stock Issuance 132,500 47,000 ---------------- --------------- Net Cash Provided by Financing Activities 137,000 538,685 ---------------- --------------- Increase (Decrease) in Cash (80,217) (393) Cash and Cash Equivalents at Beginning of Period 173,486 19,899 ---------------- --------------- Cash and Cash Equivalents at End of Period $ 93,269 $ 19,506 ================ =============== Cash Paid For: Interest $ 138 $ - Income Taxes $ - $ - Non-Cash Activites: Stock Issued in Payment of Accounts Payable $ 19,000 $ - Stock Issued for Notes Payable and Accrued Interest $ - $ 522,105 Stock Issued for Services $ - $ 239,380 The accompanying notes are an integral part of these consolidated financial statements. 6
View Systems, Inc. Notes to the Consolidated Financial Statements June 30, 2005 GENERAL View Systems, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the six months ended June 30, 2005 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on the Form 10-KSB for the twelve months ended December 31, 2004. UNAUDITED INFORMATION The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year. 7 In this report references to "View Systems," "we," "us," and "our" refer to View Systems, Inc. and its subsidiaries. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS The Securities and Exchange Commission ("SEC") encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as "may," "will," "expect," "believe," "anticipate," "estimate," "project," or "continue" or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS EXECUTIVE OVERVIEW View Systems acquires, develops and markets technologies related to surveillance, detection and security for the purpose of commercializing them. We offer: .. Visual First Responder - a lightweight, wireless camera system housed in a tough, waterproof flashlight body. .. SecureScan Concealed Weapons Detection System - a walk-through concealed weapons detector which uses sensing technology and artificial intelligence algorithms to accurately pinpoint the location, size and number of concealed weapons. .. ViewMaxx Digitial Video products - a high-resolution, digital video recording and real-time monitoring system. Our revenues for the past two years have been from sales of our products. Management believes that heightened attention to terrorism and other security threats, and spending by the United States government on Homeland Security will continue to drive growth in the market for security products. During 2005 we have continued to provide live demonstrations of our SecureScan product at sporting and entertainment venues, expos, and at state corrections facilities. We also have provided demonstrations of our Visual First Responder for police and civil support teams. These demonstrations have raised interest in our products and resulted in increased orders of our products. During the last nine months we have contracted with the University of Northern Florida to design new sensor boards for the SecureScan product which has allowed us to reduce the installed sensor cost by a factor of four. The new lower costs allow us to offer price points to the market which compete directly with traditional metal detectors. We feel the new reduced price points and enhanced interface abilities will allow us to be more competitive, along with the advantages of three to four times the throughput rate, non-contact imaging and permanent visual storage, and a log of all individuals scanned. In August 2005 we contracted with Inter-Connect Electronics, Inc. to manufacture and assemble our Visual First Responder units. We have also contracted with Sports Field Specialties, LLC, an experienced manufacturer, to build the SecureScan line. These manufacturing agreements will allow us to clear our current backlog for our product lines and reduce our labor cost. Our backlog as of the end of July is in excess of $500,000 in orders and contracts. We rely on revenues, private financing and sales of common stock to fund our operations. We have incurred losses 8 for the past two fiscal years and had a net loss of $184,377 for the six month period ended June 30, 2005. Our auditors have expressed doubt that we can continue as a going concern based on these operating losses. 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 to continue our business plan development for 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 sales and distribution network for the United States. We continue to establish new partnerships, add active resellers and dealers. 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 emphasis has been on marketing and sales programs through dealer channels, plus internal marketing support for our products. We train our dealers and support the dealer network by collaborating at customer demonstrations. 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. LIQUIDITY AND CAPITAL RESOURCES While our revenues are increasing, we are unable to satisfy our operating expenses. Net cash used by operating activities was $211,201 for the six month period ended June 30, 2005 (the "2005 six month period") compared to $539,078 for the six month period ended June 30, 2004 (the "2004 six month period"). However, operating expenses for the 2005 periods were less than half of the 2004 comparable periods. However, operating expenses for the 2005 three month period were less than half of the 2004 comparable period. For the short term, management believes that revenues, advances and sales of our common stock will provide funds for operations and further development of our business plan. For the long term, management expects that the development of our sales and distribution channels will increase our revenues; however, we will need to continue to raise additional funds through loans and sales of our common stock, as needed. FINANCING We have financed our operations primarily through revenues and private financing. Net cash provided by financing activities for the 2005 six month period was $137,000, primarily from proceeds from sales of common stock. Net cash provided by financing activities for the 2004 six month period was $538,685, with $491,685 of that amount related to funds advanced by stockholders. We estimate that we will require additional financing of approximately $500,000 to meet our needs for the next six months. We intend to use this financing to increase ongoing operations to self-sustaining levels and increase profits. Management believes that it will be essential to continue to raise additional capital, both internally and externally, to compete in our markets. We cannot assure you that we will be able to obtain financing on favorable terms and we may be required to further reduce expenses and scale back our operations. In addition to accessing the public and private equity markets, we will pursue bank credit lines and equipment leases for certain capital expenditures, if necessary. COMMITMENTS AND CONTINGENT LIABILITIES Our base rent for operating leases related to our principal office and manufacturing facility is approximately $2,300 per month, with an annual rent escalator of 3%. At December 31, 2004, future minimum payments for operating leases related to our office and manufacturing facility were $19,964 through 2006. Our total current liabilities of $394,579 at June 30, 2005 included accounts payable of $143,377, accrued expenses of $30,802, accrued interest of $71,400 and notes payable of $149,000 9 OFF-BALANCE SHEET ARRANGEMENTS None. RESULTS OF OPERATIONS The following discussions are based on the unaudited consolidated financial statements of View Systems and its subsidiaries. These charts and discussions summarize our financial statements for the three and six month periods ended June 30, 2004 and 2005 and should be read in conjunction with the financial statements, and notes thereto, included with this report at Part I, Item 1, above. Summary Comparison of Three and Six Month Period Operations ------------------------------------------------------------ Six month Six month Three month Three month period ended period ended period ended period ended June 30, 2005 June 30, 2004 June 30, 2005 June 30, 2004 ------------- ------------- ------------- ------------- Revenues, net $ 481,556 $ 192,394 $ 195,914 $ 158,041 Cost of sales 229,508 106,198 125,180 73,872 Gross profit 252,048 86,196 70,734 84,169 Total operating expenses 430,887 703,062 223,008 489,694 Total other income (expense) (5,538) (28,311) (5,538) (25,297) Net income (loss) (184,377) (645,177) (157,812) (430,822) Net earnings (loss) per share $ (0.00) $ (0.01) $ (0.00) $ (0.01) Revenues for the 2005 six month period increased 150.2% compared to the 2004 six month period due to increased sales of our products. Revenues for the three month period ended June 30, 2005 (the "2005 second quarter") increased 24.0% compared to the three month period ended June 30, 2004 (the "2004 second quarter"). However, costs of sales also increased 65.3% for the 2005 six month period compared to the 2004 six month period and increased 116.0% for the 2005 second quarter compared to the 2004 second quarter. As a result of increased revenues in the 2005 six month period our gross profit increased 192.4% from the 2004 six month period. Due to increased cost of sales, gross profit decreased 16.0% for the 2005 second quarter compared to 2004 second quarter For the 2005 six month period total operating expense decreased 54.6% compared to the 2004 six month period. For the 2005 second quarter total operating expense decreased 38.7% compared to the 2004 second quarter. The decreases in the 2005 periods was primarily a result of decreases in general and administrative expense and salaries and benefits. Total other expense for the 2005 and 2004 comparable periods was related to interest on loans. As a result of the above, our net loss decreased 63.4% for the 2005 six month period compared to the 2004 six month period and decreased 71.4% for the 2005 second quarter compared to the 2004 second quarter. The following chart summarizes our balance sheet at June 30, 2005 and December 31, 2004 10 Summary Balance Sheet ----------------------- For six month period ended For the year ended June 30, 2005 December 31, 2004 ---------------- ----------------- Cash and cash equivalents $ 93,269 $ 173,486 Total current assets 133,438 343,025 Total assets 1,937,487 2,151,958 Total current liabilities 394,579 647,324 Retained earnings (Deficit) (15,875,873) (15,691,496) Total stockholders equity $ 1,542,908 $ 1,504,634 Our total assets decreased at June 30, 2005 primarily as a result of decreases in our total current assets and property and equipment. Total current liabilities decreased primarily due to decreases in accounts payable and accrued expenses. FACTORS AFFECTING FUTURE PERFORMANCE Our independent auditors have expressed concern whether we can continue as a going concern. We have incurred ongoing operating losses and do not currently have financing commitments in place to meet expected cash requirements for the next twelve months. We are unable to fund our day-to-day operations through revenues alone and management believes we will incur operating losses for the near future while we seek financing commitments during the next twelve months to fund further development of our business plan. While we have expanded our product line and established new sales channels, we may be unable to increase revenues to the point that we attain and are able to maintain profitability. 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 scale down our business plan. We are actively recruiting and adding other additional resellers and dealer and must continue to find other methods of distribution to increase customers. We may not be able to compete successfully in our market because we have a small market share and compete with large national and international companies. We estimate that we have less than a 1% market share of the surveillance and weapons detection market. We compete with many companies that have greater brand name recognition and significantly greater financial, technical, marketing, and managerial resources. The position of these competitors in the market may prevent us from capturing more market share. We intend to remain competitive by increasing our existing business through marketing efforts, selectively acquiring complementary technologies or businesses and services, and increasing our efficiency and reducing costs. Our revenues are dependent in part upon our relationships and alliances with government agencies and partners. 11 While we own exclusive licenses for the SecureScan technology, we are dependent upon the continuation of the ongoing contract between the Department of Energy and National Institute of Justice for continuations and improvements to the concealed weapons detection technology. We are also dependent upon the U.S. Department of Energy's Idaho National Engineering and Environmental Laboratory for further development of the Visual First Responder product. If either of these entities should discontinue its operations or research and development we may lose our competitive edge in our markets. We must successfully introduce new or enhanced products and manage the costs associated with producing several product lines to be successful. Our future success depends on our ability to continue to improve our existing products and to develop new products using the latest technology that can satisfy customer needs. However, we cannot be certain that we will be successful at producing multiple product lines and we may find that the cost of production of multiple product lines inhibits our ability to maintain or improve our gross profit margins. In addition, the failure of our products to gain or maintain market acceptance or our failure to successfully manage our cost of production could adversely affect our financial condition. We would be harmed if we were unable to use our manufacturing facility. We assemble and manufacture a portion of our products at our facility located in Baltimore, Maryland. If we were unable to continue manufacturing at this location due to fire, prolonged power shortage or other natural disaster, then we would be unable to supply products to our customers. ITEM 3. CONTROLS AND PROCEDURES Our Chief Executive Officer, who also acts in the capacity of principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, he concluded that our disclosure controls and procedures were effective. Also, our Chief Executive Officer determined that there were no significant changes made in our internal controls over financial reporting during the second quarter of 2005 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting. PART II: OTHER INFORMATION ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Sale of Unregistered Securities The following discussion describes securities sold by View Systems without registration through a recent date which have not been previously reported. On March 9, 2005, we issued 200,000 shares of common stock to Liem Nguyen in consideration for a final and full release. 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 April 6, 2005, we issued 87,500 shares of common stock to William H. Zuhone for $7,000. 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 May 3, 2005, we issued 2,000,000 shares of common stock to Clark Companies in consideration for an agreement. 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, 2005, we issued 200,000 shares of common stock to Jeffrey B. McIntosh for $10,000. 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, 2005, our board of directors authorized the issuance of 522,000 shares of common stock to Martin J. Maassen for advances to View Systems of $52,000. Our board of directors also authorized the issuance of 230,000 shares of common stock to Michael L. Bagnoli for direct investments to View Systems of $11,000 and services rendered to the company. 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 6. EXHIBITS 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) 10.1 Employment agreement between View Systems and Gunther Than, dated January 1, 2003. (Incorporated by reference to exhibit 10.3 to Form 10-KSB, filed April 14, 2004) 21.1 Subsidiaries (Incorporated by reference to exhibit 21.1 to Form 10-KSB, filed March 31, 2003) SIGNATURES In accordance with the requirements of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VIEW SYSTEMS, INC. /s/ Gunther Than Date: August 15, 2005 By: ______________________________________________ Gunther Than Chief Executive Officer, Treasurer, Director and Principal Financial Officer 13 EX-31.1 2 viewex311.txt PRINCIPAL 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: August 15, 2005 _____________________________________ Gunther Than, Chief Executive Officer EX-31.2 3 viewex312.txt PRINCIPAL FINANCIAL OFFICER CERTIFICATIN 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: August 15, 2005 ________________________________________ Gunther Than, Principal Financial Officer EX-32.1 4 viewex321.txt SECTION 1350 CERTIFICATIN 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 (the "Company") 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, 2005, 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: August 15, 2005 /s/ Gunther Than ____________________________________ Gunther Than Chief Executive Officer Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----