-----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, V6osmWqwHASkyjlFWQEs06SXyFBLLT+Su5m1soOw8iMt9ABlOMz9wFNQ+DqHVspU Lqni5SSvT0+w956zi5F2Ww== 0001023175-07-000070.txt : 20070615 0001023175-07-000070.hdr.sgml : 20070615 20070405141006 ACCESSION NUMBER: 0001023175-07-000070 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070326 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070405 DATE AS OF CHANGE: 20070501 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-30178 FILM NUMBER: 07751470 BUSINESS ADDRESS: STREET 1: 1550 CATON CENTER DRIVE STREET 2: SUITE E CITY: BALTIMORE STATE: MD ZIP: 21227 BUSINESS PHONE: 410-242-8439 MAIL ADDRESS: STREET 1: 1550 CATON CENTER DRIVE STREET 2: SUITE E CITY: BALTIMORE STATE: MD ZIP: 21227 8-K/A 1 amendmenttoreportonform8kcha.htm Converted by EDGARwiz


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K/A

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported)

March 26, 2007

 

VIEW SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Nevada

 

000-49846

 

59-2928366

(State or other

jurisdiction of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

 

1550 Caton Center Drive Suite E

Baltimore, Md. 21227

 


21227

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (410) 242-8439


 

(Former name or former address, if changed since last report)

 


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to simultaneously  satisfy the filing obligation of the registrant under any of the

following provisions:


[ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17 CFR 230.425)


[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the Exchange Act (17 CFR 240.14d-2(b))


[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the Exchange Act (17 CFR 240.13e-4(c))



Item 4.01. Changes in Registrant’s Certifying Accountant


This Form 8-K/A amends that certain Form 8-K previously filed by View Systems, Inc. on March 30, 2007.


On March 26, 2007, View Systems, Inc. (the “Company”) dismissed Chisholm , Bierwolf & Nilson, LLC (“Chisholm”) as its principal independent registered public accounting firm.  The Company engaged Davis, Sita & Company, P.A. (“Davis”) in December31, 2006 to provide audit related services but Davis was not appointed as the Company’s principal independent accountant until March 26, 2007. The Company’s Board of directors approved the decision to change independent registered accounting firms.  During the fiscal years ended December 31, 2004 and 2005 and through December 31, 2006 , The Company did not consult with Davis on any matters described in Item 304 (a)(2)(i) and Item 304 (a)(2)(ii) of Regulation S-B.


During the Company’s fiscal years ended December 31, 2004, December 31, 2005, and through the date of  Chisholm’s dismissal,  there were no disagreements with Chisholm , Bierwolf & Nilson, LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Chisholm , Bierwolf & Nilson, LLC, would have caused Chisholm , Bierwolf & Nilson, LLC to make reference to the disagreements in connection with its reports on the Company's financial statements for such years.


The reports of Chisholm , Bierwolf & Nilson, LLC on our the Company’s financial statements for the fiscal years ending December 31, 2004 and December 31, 2005 did contain a statement indicating "substantial doubt about the company's ability to continue as a going concern" because the company  (i) has incurred ongoing losses from operations; (ii) does not currently have financing commitments in place to meet expected cash requirements  (iii) is in default on some of its debt obligations.  The audit reports of Chisholm, Bierwolf & Nilson, LLC on the financial statements of the Company for the fiscal years ended December 31, 2004 and 2005 contain no other adverse opinion, disclaimer of opinion or modification as to  uncertainty, audit  scope  or accounting principles (as described in item 304(a)(1)(ii) of Regulation S-B).

The Company has provided Chisholm the foregoing disclosures and has requested that Chisholm furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Company has received the requested letter from Chisholm wherein they have confirmed their agreement to the Company's disclosures. A copy of Chisholm's letter has been filed as an exhibit to this report.


Item  9.01  Financial Statements and Exhibits.



  (c) Exhibits.


Exhibit

Number   Description


16.1

Letter from Chisholm , Bierwolf & Nilson, LLC dated April 3, 2007




SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





 

 

View Systems, Inc.



By: /s/ Gunther Than

Gunther Than

Chief Executive Officer

Date:  April  4, 2007




EX-16.1 2 auditorsconsentletter8kamend.htm LETTER FROM CHISHOLM, BIERWOLF & NILSON LLC CROUCH, BIERWOLF & CHISHOLM




 

 CHISHOLM, BIERWOLF & NILSON

 

 

Certified Public Accountants

 

A Limited Liability

533 W. 2600 S., Suite 25

Office (801) 292-8756

Partnership

Bountiful, Utah 84010

Fax (801) 292-8809

 

 

 

 

 

 

                                                                                                                                                                       ;            




April 3, 2007


Office of the Chief Accountant

Securities and Exchange Commission

450 West Fifth Street N.W.

Washington DC 20549


Ladies and Gentlemen


We have read Item 4.01 “Changes in Registrant’s Certifying Accountant” in the Form 8-K /A dated March 26, 2007 of View Systems, Inc. filed with the Securities and Exchange Commission and are in agreement with the statements contained therein as they relate to our firm.


Yours truly,



/s/ Chisholm, Bierwolf & Nilson

CHISHOLM , BIERWOLF & NILSON






CORRESP 3 filename3.htm Form 10-OSB for the Quarter Ended June 30, 2005

April 4, 2007


Securities & Exchange Commission

100 F Street, N.W.

Washington, DC 20549

Attn:  Kenya Wright Gumbs, Division of Corporate Finance

  Robert S. Littlepage, Accountant Branch Chief


Re:

View Systems Inc.

Form 8K Filed March 30, 2007

File No. 000-30178


Dear Mr. Littlepage:


This letter responds to your comments contained in the letter to View Systems, Inc. dated April 3, 2007.  The Registrant is today responding your comments to the Item 4.01 on Form 8-K filed March 30, 2007.  For your convenience, we have included each of your comment in italics before each of the Company's responses.  References in this letter to “we,” “our” or “us” mean the Company or its advisors, as the context may require.


Form 8K Filed March 30, 2007


Requirement pursuant to Item 304(a)(1)(ii) of Regulation S-B


Staff Comment 1. You indicate that the reports of Chisholm, Bierwolf & Nilson, LLC contained a statement indicating substantial doubt about tile company’s ability to continue as a going concern. Please revise your Form 8-K to also state whether the accountant’s report on the financial statement for either of the past two years contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles; and a description of the nature of each such adverse opinion, disclaimer of opinion, modification of qualification as required by Item 301(a)(1)(ii) of Regulation S-B.


Response:  The Company has amended its Report on Form 8-K/A to include the disclosure required by Item 304(a)(1)(ii) of Regulation S-B as follow:


“The audit reports of Chisholm, Bierwolf & Nilson, LLC on the financial statements of the Company for the fiscal years ended December 31, 2004 and 2005 contain no other adverse opinion, disclaimer of opinion or modification as to uncertainty, audit scope or accounting principles (as described in item 304(a)(1)(ii) of Regulation S-B).”




Requirement pursuant to Items 304(a)(2)(i)and 304(a)(2)(ii) of Regulation S-B


Staff Comment 2.  We note from your disclosures that the company engaged the new accountant in 2006 to provide audit related services. Please revise your disclosures to clarify whether there were any consultations with the new accountant regarding matters described in items 304(a)(2)(i) and 304(a)(2)(ii) of Regulation S-B during the two most recent years or any later interim period through the date of their
engagement.


Response:  The Company has amended its Report on Form 8-K/A to include the disclosure required by Items 304(a)(2)(i) and 304(a)(2)(ii) of Regulation S-B as follow:


“During the fiscal years ended December 31, 2004, 2005 and through December 31, 2006 , The Company did not consult with Davis, Sita & Company, P.A. on any matters described in Item 304 (a)(2)(i) and Item 304 (a)(2)(ii) of Regulation S-B.”



Exhibit 16 letter from the former accountant


l

Staff Comment 3. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountant stating whether the accountant agrees with the statements made in your revised Form 8-K.


 Response: An updated Exhibit 16 letter from the former accountant consenting with the statement made in Form 8K/A will be filed together with Form 8K/A.



We trust that you will find the foregoing responsive to your comments. Any questions regarding this letter may be directed to the undersigned or Scott Kline, Company counsel, at 415-955-8900.


Sincerely,



/s/ Gunther Than                 

Gunther Than

Chief Executive Officer


Enclosures

cc:

Scott Kline

Crone Rozynko LLP



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