-----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, D7nTpulgwyh5mAvxcfXhFQU8wwjmZXBCy/9zSEk4x5jlxnw3X91yCMozc7KLkR6o o+7ZxqW4M5fo8WGo6rvqMw== 0001075857-99-000003.txt : 19990825 0001075857-99-000003.hdr.sgml : 19990825 ACCESSION NUMBER: 0001075857-99-000003 CONFORMED SUBMISSION TYPE: 10SB12G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIEW SYSTEMS INC CENTRAL INDEX KEY: 0001075857 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 592928366 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10SB12G SEC ACT: SEC FILE NUMBER: 000-30178 FILM NUMBER: 99687748 BUSINESS ADDRESS: STREET 1: 925 W KENYON STREET STREET 2: SUITE 215 CITY: ENGLEWOOD STATE: CO ZIP: 80110 BUSINESS PHONE: 3032957200 MAIL ADDRESS: STREET 1: 925 W KENYON STREET STREET 2: SUITE 215 CITY: ENGLEWOOD STATE: CA ZIP: 80110 10SB12B 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-SB GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS Under section 12(b) or (g) of the Securities Exchange Act of 1934 VIEW SYSTEMS, INC . (Name of small business issuer in its charter) FLORIDA 59-2928366 (States of other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 925 W. Keynon Street , Suite 15, Englewood, CO 80110 (Address of principal executive offices) (Zip Code) Issuer telephone number (303) 783-9153 Securities registered under Section 12(b) of the Exchange Act: Title of each class Name of each exchange on which registered To be so registered each class is to be registered N/A N/A Securities registered under Section 12 (g) of the Exchange Act: Common stock, par value $.001 per share (Title of class) At December 31, 1998, the aggregate market value of the voting stock held by non-affiliates is was $3,301,038.00 (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Not applicable (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Issuer had 4,166,767, 4,816,667, 5,595,667 as of December 31, 1998, March 31, 1999, and June 30, 1999, respectively. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the part of the form 10-SB (e.g., part I, part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) any proxy or other information statement; and (3) Any prospectus filed pursuant to rule 424 (b) or (c) under the Securities Act of 1933: None VIEW SYTEMS, INC. FORM 10 - SB TABLE OF CONTENTS PAGE PART I ITEM 1. Description of Business . . . . . . . . . . . . . . 3 ITEM 2. Managements Discussion and Analysis or Plan of Operation 10 ITEM 3. Description of Property . .. . . . . . . . . . . . . . . 15 ITEM 4. Security Ownership of Certain Beneficial Owners and Management 16 ITEM 5. Directors, Executive Officers, Promoters and Control Persons . 16 ITEM 6. Executive Compensation . . . . . . . . . . . . . . . . 19 ITEM 7. Certain Relationships and Related Transactions .. . . . . 20 ITEM 8. Description of Securities. . . . . . . . . . . . . . . . 21 PART II ITEM 1. Market Price of and Dividends on Registrants Common Equity and Other Shareholder Matters . . . . . . . . . . . . . . . . . . . . . 22 ITEM 2. Legal Proceedings . . . . . . . . . . . . . . . . . . . 23 ITEM 3. Changes in and Disagreements with Accountants . . . . . . 23 ITEM 4. Recent Sales of Unregistered Securities . . . . . . . . . 23 ITEM 5. Indemnification of Directors and Officers . . . . . . . 24 PART F / S Financial Statements . . . . . . . . . . . . . . . . . . . . . . 25 PART III ITEM 1. Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . EX-1 ITEM 2. Description of Exhibits .. . . . . . . . . . . . . Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2 - - -2- VIEW SYSTEMS, INC. FORM 10 - SB PART I ITEM 1. Description of Business View Systems, Inc. (the Company) is a development stage Company, incorporated under the laws of Florida, on January 26, 1989, under the name of Beneficial Investment Group, Inc., changing its name to BIGI, Inc., on July 21, 1998, and to View Systems, Inc., on September 22, 1998. The Company has acquired all of the stock of three corporations that are now wholly owned subsidiaries. On October 6, 1998, the Company acquired all of the outstanding stock of RealView Systems, Inc. (RealView), a Colorado corporation, pursuant to an exchange whereby shareholders received 1.33 shares of non-registered, newly-issued restricted Company stock in exchange for 1 share of RealView stock. RealView had developed a software program for use in the real estate market, and had limited sales of this software program in that market. RealViews software program used some innovative software compression inputs, which we believed we could further develop for use with View Systems products. In addition, RealView had a license agreement with a related company, View Technologies, Inc., to license its compression software for use in non-medical markets and had relationships with scientists that we believed we could employ for the Companys benefit. (see Certain Relationship and Related Transactions, page 17) On February 25, 1999, the Company acquired all of the issued and outstanding shares of Xyros Systems, Inc., a Maryland corporation, through a share exchange whereby 150,000 of the Company non-registered, restricted stock was exchanged for all of the shares of Xyros Systems, Inc. Xyros had developed a product called the RM-1600, which permitted remote monitoring and storage of video captured by video cameras. Xyros was a privately held development stage company that had generated limited revenues from the sale of its products and had an accumulated earnings deficit of $91,155.00 through December 31, 1998. The Company absorbed much of the Xyros staff and Xyros intellectual property, integrating the engineering from the RM-1600 products into the SecureView line of products. On May 25, 1999, the Comany acquired all of the stock of Eastern Tech Manufacturing Corp. in exchange for 250,000 shares of the Companys stock and cash payments or guaranties of cash payments to or for the benefit of Eastern Techs sole shareholder, Larry Seiler. Eastern Tech is a manufacturer of electronic hardware and assemblies and had been operating in excess of 15 years. Eastern Tech provides the Company with a captive manufacturer, as well as additional assets and revenues. Eastern Tech is implementing a quality control plan which is in compliance with the requirements of ISO 9002 and has consistently maintained high quality control standards in its contract production work for large commercial and governmental entities, having maintained certification under MIL-I-45208 and MIL-STD-2000. Through the acquisition of Eastern Tech, the Company believes that it will be better able to demonstrate its ability to meet large orders of its products, to control the quality of its products, to manage its inventory, and to support its product. On November 16, 1998, the Company commenced a private placement of stock under Rule 504 of Regulation D, offering 666,667 shares of common stock for sale to qualified investors. The offering was successfully concluded on February 8, 1998, with the sale of 666,667 shares and total proceeds to the Company of $1,000,000. The total proceeds of the offering will be used by the Company to fund its operations and other capital needs for the coming year. - - -3- Products The Company has developed digital, as opposed to analog, closed circuit television (CCTV) systems, which permit cameras to be remotely monitored and the video captured by those cameras to be stored on hard disk. The Company has been improving the quality of the video, refresh rates and storage capabilities of its digital systems through engineering work, including, without limitation, innovative compression software routines. The Company is also adding features to its systems, which expand systems functionally, making the systems better overall security and surveillance systems that provides expanded customer solutions. In July 1999, the Company introduced to the market the SecureView 4, which is a system that takes 4-camera inputs, and provides 4 alarm inputs, 4 outputs, and 4 relays. In many ways the SecureView-4 embodies all of the engineering development work of the Company (including the companies we have acquired) to date. The SecureView Line of Products SecureView is a digitally recorded, remote monitoring system that allows a user to view its existing closed circuit television (CCTV) system from any location in the world. Using standard telecommunication lines, SecureView provides a user with the flexibility and peace of mind to maintain its business operations. From across town or halfway around the world a user is only a phone call away, from viewing its business. By combining industry leading video compression technology with any standard computer, SecureView? allows a user to take its business on the road. The FaceView Solution FaceView is a self-contained facial identification system using the most advanced Biometrics technology to provide one of the highest levels of security available. This easy to use system compares an individuals face print to a database of previously approved faces, then delivers a quick and accurate identification. By using ViewSystems SecureView a user can administer this FaceView application across town or half way around the world. The Company licenses facial identification and database software from industry leading facial identification software vendors, in order to offer the FaceView solution. The CareView Solution Parents rising concerns about the safety of their children at home with a baby sitter or nanny, in day care centers as well as the treatment of a loved one in a nursing home have created the need for a way of monitoring activities in these facilities. The Company is developing the CareView system as an ideal option for the day care facility, which may even provide an additional revenue source for the facility. A childs parent can access the day cares Web Site and immediately be able to see their child. More than reassurance, this middle of the day check on their child can be a way of marketing the facility to potential clients. In addition to these products, the Company has begun work on a low-priced retail product that allows a user to capture camera output from a single camera and view it remotely. The Company is also developing a low-cost product, which acts as a digital storage device fitting existing CCTV systems and replacing VCRs as the CCTV storage medium. The Companys family of products offer government, military and law enforcement agencies, commercial security professionals, and other private businesses and citizens a dramatically enhanced surveillance capacity utilizing innovative compression and decompression of digital inputs. It also offers a more efficient and economical method to store, search and retrieve historically stored data. - - -4- Surveillance devices are common today and are generally used as a proven method for protection and risk management. They are routinely used in military, law enforcement, residential, commercial, and industrial applications. The most common surveillance systems used today capture video and sound data and then transmit them to a VCR where the information is monitored and stored in tape format. This provides a historical record that could then potentially be used for information, identification, legal or insurance purposes. The current technology system for the real-time transmission of video data is the analog closed circuit television (CCTV) system. This requires cabling between the data generator (some type of camera) and a tape recording device (a VCR) at the receiving end for archiving. However, VCRs are expensive to maintain, tape images degrade overtime and tapes are burdensome to store. VCRs are also inefficient to search and review images post-incident. This type of video/sound recording is not compatible with remote access because there are significant time delays associated with recording analog data on tape, transmitting or hand-carrying it and later accessing it. Thus, much of the information captured by an analog CCTV system, becomes stale and unusable to make immediate critical decisions. The Company has identified the following key potential markets for its digital surveillance and security systems: (1) all branches of the military services, (2) federal, state and local law enforcement agencies, (3) commercial security companies, and (4) the residential home security market. Residential The residential home security market encompasses both commercial companies installing either self-contained or centrally monitored systems and also the do-it-yourself market. While not as large or as lucrative as the commercial market, the residential market still represents a large market potential. The major obstacle to marketing in the residential market is convincing the individual homeowner of the need for investing in a security system which would include such items as an alarm and surveillance system, perimeter monitoring systems and hidden monitoring of the activities of persons in the household, such as a care cam or nanny cam. Utilizing the Companys technology, individuals can run their own perimeter and interior surveillance systems from their own home computer and can remote monitor real-tine action at their homes through a modem. Thus, there is the capability to make real-time monitors wireless. In turn, this reduces the expense and time of the home installation and makes installation affordable for a majority of homeowners. An additional advantage of the Companys technology is that it allows for the storage of information on the home computer and does not necessitate using a VCR and high capacity VCR tapes. Also, it allows for wireless installation of input devices, making concealment easier. Commercial Company management believes that the commercial market represents the greatest potential for sales of its enhanced surveillance products. Commercial businesses have already realized the need for using surveillance devices for protection. As such, sales resistance is generally lower as the commercial customer is more educated. The major use for the Companys technology would be monitoring. This provides observation of facilities for protection of employees, customers, and assets, which result in the curtailment of crime and loss prevention, by employees and others. It would also reduce employee theft, violence in the workplace, fraud, white collar crime and provides proof of who may have committed the offense. The market for this technology is the same as the current market for analog CCTV systems, and would include hospitals, schools, museums, retail manufacturing, and warehousing. - - -5- The benefits, which the customers derive, are plentiful. It reduces the requirements for a physical guard force and a lesser number of security personnel can monitor, verify, and respond to tripped alarms. It also provides companies such as ADT, Brinks, and Ameritech another capacity to remotely monitor facilities. Another potential use for the Companys technology is where there is a temporary requirement for real-time surveillance in areas where an analog CCTV system is impractical or impossible. Examples of this condition are special events, concerts, and conventions; the Companys systems reduce the need for a large guard force and provides unobtrusive monitoring of these events. The Companys systems provide for the rapid deployment and recovery of devices while minimizing the likelihood that the observation device will be avoided or neutralized. Law Enforcement The gathering of video image and data images is commonplace in todays law enforcement environment. The data is used to protect both the law enforcement officer and the suspect. It is also used as a historical record for prosecution and event verification. The Companys technology can be used for stakeouts, remote monitoring of areas and as such, there is a big potential market with federal law enforcement agencies. Some of the lesser-known agencies, such as the National Park Service and the Department of Forestry are required to monitor large areas and yet have limited personnel to do so. The Companys monitors are the solution to this manpower problem. The Companys monitoring devices can be engineered so that they transmit only when an alarm is triggered. Another use for the Companys products is with robotics. More than ever, robotic units are used to investigate and disarm potential explosive devices. These robots are guided by a closed circuit video system, which are limited by the required cabling. The Companys technology eliminates this problem. Military The Company believes that there are numerous applications for the use of the Companys technology in the areas of combat survivability, command and control systems and the gathering and dissemination of intelligence. Generally, intelligence can be gathered through human or mechanical means. Special operations units (SEALS, Special Forces, Marine Recon, etc.) currently use digital cameras to capture information. The technology to send this information in an ever-changing battlefield, is limited. The Companys deployable systems provide the capability to transmit real-time information video to enhance decision-making capabilities of persons not present and thereby give instantaneous information to military forces in the battlefield. Another use for the Companys technology is that it can provide immediate post-strike damage assessment capability without requiring reliance on human, overflight and satellite confirmation. This makes an immediate second strike possible in the event that a target was not sufficiently neutralized. Availability of Materials and Supplies The Company has developed the operating software used on its systems and it has designed the hardware for its systems. It licenses facial identification software and compression software, under terms derived from strategic business relationships that have been developed over time. The hardware, integrated into the Companys systems is freely available from a number of different vendors, and we do - - -6- not anticipate any problems obtaining the supplies necessary to build the Companys products. Eastern Tech has long been in the business of procuring electronic components from vendors and assembling then into larger systems. Production The engineering and manufacturing facility for Views products is an 8,000 square foot facility located at: 9693 Gerwing Lane Suite 0 Columbia, MD 21046 The Company will engineer, manufacture, assemble and ship from this facility. Market The market for the SecureView line of products is believed to be $2,000,000,000 per year, with this market size increasing at a rate of 13 - 17% per year. The market consists of replacement of existing analog CCTV components, including VCR recording devices and multiplexers, and new system demand because of the increased functionality inherit in the SecureView digital systems. The SecureView products are aimed at the residential, commercial, government and law enforcement markets, being set at price points which are cost effective and affordable for end users wishing to provide surveillance and security systems in their operations. The Company will distribute its SecureView products to these markets through a network of value-added resellers, OEMs and strategic partners. The Company currently has ongoing VAR agreements with 14 small and medium sized domestic and international resellers and is actively selling its products domestically and internationally. The Company is also in discussions with some very large security and law enforcement integrators about VAR and OEM distribution agreements. In the short term, we will rely on our existing value added reseller network to generate sales revenue; ultimately, however, we believe we will have to be successful in negotiating VAR and OEM agreements with the larger companies. Although discussions are progressing nicely with large VAR and OEM distributors, there is no assurance that the Company will be able to reach and maintain these agreements. The Company is also developing products for retail sale through retail distributors such as CompUSA, Best Buy, and Circuit City. These products will be priced at a level which is attractive to retail consumers. These products will contain much less functionality than the SecureView line of products, permitting a user to simply remotely access the video output from one camera. Similarly, the Company is developing a low cost VCR replacement system that will fit existing analog CCTV systems. The market for these products is estimated at in the billions per year, and is expected to grow at a rate of 12 - 20% per year. The market for CareView is estimated at $500,000,000 per year, with extensive growth anticipated over time. These products are aimed at users of day care centers and senior citizen care facilities. These populations are the largest growing segments of the population. As the public becomes increasingly comfortable with computer use and multiple computers become more commonplace in the home and office, the Company expects market demand for this type of service to expand significantly. The Company will attack this market through its reseller network, which, in turn, will derive significant recurring revenue from servicing these systems. The Companys subsidiary, Eastern Tech, has been in operation for over fifteen (15) years and has an established base of clients for which it has long done business. Traditionally, Eastern Tech has done approximately 60% of its business for the commercial sector and 40% of its business for the government sector. Eastern Techs diverse clients include Hewlett- Packard, IBM, Martin Marietta, Aero & Naval Systems, Maryland Government Procurement Office, Lockheed Martin, and John Hopkins Applied Physics Labs under contract to NASA. The market for manufacturing and testing services of the Companys subsidiary, Eastern Tech, is well established and is estimated to be in the billions of dollars. This market is subject to cyclical swings. Currently, the market demand for electronic manufacturing and engineering design services is very good, and Eastern Tech plans to take advantage of this climate to leverage Views engineering resources into new and expanded service offerings and to expand its manufacturing base of clients and business. Historically, Eastern Tech has limited itself to the multimillion dollar electronic component assembly and testing market in the Baltimore-Washington area; however, it plans to expand its marketing to provide assembly services in other geographic regions in this country and internationally. Moreover, the Company plans to expand Eastern Techs service offerings to include engineering design services. The market for these services is estimated to be in the billions of dollars. The Company believes that it will be limited in its market share only by the size of its production facilities and the size of its engineering human resources. The Company plans to aggressively pursue market share, and expand production capacity to enable it to capture this market share. Competition There are a number of companies producing products that provide capabilities similar to the Companys security and surveillance products. Many of these companies are better financed and larger than View Systems and some of them, such as Sensormatic, Javelins (ADEMCO) Rapid Eye and Prisim have been working in the CCTV market for many years and are well established. However, the introduction of digital technology to video surveillance and security systems levels the playing field significantly. Many of the established CCTV companies have approached the design of their digital CCTV products from the standpoint of integrating to their existing security and surveillance product offerings. As a result, these systems are closed, not easily intergratable with other equipment and capable of upgrades as technology improves. The Company does not have the baggage of having already been in the analog CCTV system market and its engineers have computer backgrounds. As a result, it has designed its systems so that they are open, compatible with other digital and analog systems, and easily adaptable to technological advances that will inevitably occur with digital technology. The Company believes that the functionality of the software for its systems and the quality of the video transmitted by its systems make its security and surveillance systems superior to those in their class. The Company hopes to take advantage of the superiority of its systems in this rapidly evolving new market to establish itself as an industry leader, and perhaps an industry standard, for digital video security and surveillance systems. Many of the competitors to the Companys subsidiary, Eastern Tech, provide greater engineering services than those currently being provided by Eastern Tech. By providing these services, these competitors put themselves in a better position to obtain manufacturing contracts. Essentially, these competitors leverage off of their engineering services to attract and grow their manufacturing business and vice versa. Eastern Tech will be focusing on building its capacity to deliver these services through use of the engineering staff of View Systems. With the current robust state of the economy, the demand for engineering design, development and manufacturing services is at a high level. Therefore, Eastern Tech should be well positioned to expand its sales revenues in its core business of manufacturing and in complementary engineering design and development services. - - -8- Research and Development The Company has spent approximately $200,000.00 in Research and Development (classifying engineering wages and development equipment as Research and Development) and continues to refine its product line. In addition, the Companys wholly owned subsidiaries Xyros and RealView have collectively spent approximately $200,000 in product research and development, much of which has been integrated into the Companys products, (classifying engineering wages and development equipment as Research and Development). Patents and Trademarks All trade identifiers for Views products have trademark protection. The Company has not applied for patent protection for its products, although it plans to apply for patent protection for some components of its products. The designs integrated into its products are copyright protected and the Company has taken steps to keep the designs confidential, protected trade secrets. Toward this end, the Companys normal policy is to enter into agreements with its business partners, employees, contractors, and others. The Company has instituted steps in its operations to make sure its designs are kept confidential. While the Company has taken actions to protect its proprietary assets, no complete protection is ever available. Investors will have to make a judgment upon the experience and abilities of the management and employees of the Company as opposed to any valuation upon intellectual property. Employees Presently, the Company currently employs 9 full time employees and 5 contractors who work on substantially a full time basis for the Company. In addition, Eastern Tech employs 13 full-time employees. Management intends to hire additional employees as needed and as funds are available. In the case of new hires, they will be paid prevailing wages. The Company also will use contract services that will preclude the necessity of hiring full-time employees where it is in the businesss best interest. Facilities The Company has an executive office at 925 W. Kenyon Street, Suite 15, Englewood, CO 80110 and the Company also leases engineering and manufacturing facilities at 9693 Gerwig Lane, Suite O, Columbia, MD 21046 Legal The Company is not a part of any material pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened. Certain assets of the Companys wholly subsidiary, Eastern Tech, are the subject of a civil asset forfeiture action initiated by the Federal Bureau of Investigation, Washington Field Office (the FBI). On March 12, 1999 the FBI seized one corporate bank account holding $63,572.21 titled in the name of Eastern Tech and a 1996 Chevrolet Tahoe and bank account holding $43,321.49 titled in the name of Larry Seiler. Both Mr. Seiler and Eastern Tech are contesting the asset forfeiture action and the matter has been referred to the U.S. Attorneys Office for the District of Columbia. The U.S. Attorneys Office for the District of Columbia and the FBI are investigating Eastern Tech and Mr. Seiler in connection with certain subcontracts Eastern Tech performed in 1996 and 1997 for Boeing, Inc., which in turn was performing contracts with the National Space & Aerospace Administration (NASA). In seizing the assets, the FBI has alleged that Eastern Tech and Mr. Seiler paid kickbacks in connection with the Boeing contracts and laundered moneys paid from this contract. Mr. Seiler and Eastern Tech vigorously contest these allegations and are prepared to take whatever actions are necessary to recover the seized assets. No civil or criminal proceedings have been initiated with regard to this on-going investigation. The Companys officers and directors are aware of no other threatened litigation, which would have a material, adverse effect on the Company. ITEM 2. Managements Discussion and Analysis or Plan of Operation Overview The Company was in developmental stage and achieved only nominal operation until November 1998, when the Company acquired RealView, Inc., in exchange for approximately 2,000,000 shares. Thereafter, the Company began the development of the SecureView line of products which permits cameras to be remotely monitored and the video captured by those cameras to be stored on hard disk, and received its first sales revenue in March, 1999. The Company has recently introduced the SecureView-4, which is a system that takes a 4-camera input, and provides 4 alarm inputs, 4 outputs, and 4 relays. In many ways, the SecureView-4 will embodies all of the engineering development work of the Company (including the companies required) to date, and the Company believes the market acceptance of this product will be great. The Company intends to market this product in the commercial business, law enforcement, government, and military markets. The acquisition of Xyros System, Inc., a Maryland corporation, added staff and intellectual property. Xyros had developed a line of products, called the RM1600, and these products have been incorporated into the SecureView product line. The Company has accounted for the acquisition of Xyros under the pooling of interest method. The May 25, 1999, acquisition of Eastern Tech Manufacturing Corp., allowed the Company to acquire strategic assets and human resources. Eastern Tech provides the Company with a captive manufacturer that enables the Company to better manage quality control of its products. Eastern Tech is implementing a quality control plan which is in compliance with the requirements of ISO9002 and has consistently maintained high quality control standards in its contract production work for large commercial and governmental entities, having maintained certifications that it produces in accordance with MIL-I-45208 and MIL-STO-2000. The Company accounted for this business combination under the purchase method. Net Operating Loss The Company has accumulated approximately $406,486 of net operating loss carryforwards as of December 31, 1998, which may be offset against taxable income and income taxes in future years. The use of these losses to reduce income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. The carryforwards expire in the year 2013. In the event of certain changes in control of the Company, there will be an annual limitation on the amount of net operating loss carryforwards, which can be used. No tax benefit has been reported in the financial statements for the year ended December 31, 1998, or for the three months ended March 31, 1998. - - -10- Recent Accounting Pronouncements The Financial Accounting Standards Board has issued Statement of Financial Accounting Standard (SFAS) No. 128, Earnings Per Share and Statement of Financial Accounting Standards No. 129 Disclosures of Information about an Entitys Capital Structure. SFAS No. 128 provides a different method of calculating earnings per share than is currently used in accordance with Accounting Principles Board Opinion No. 15, Earnings Per Share. SFAS No. 128 provides for the calculation of Basic and Dilutive earnings per share. Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity, similar to fully diluted earnings per share. SFAS no. 129 establishes standards for disclosing information about an entitys capital structure. SFAS no. 128 and SFAS no. 129 are effective for financial statements issued for periods ending after December 15, 1997. Their implementation is not expected to have a material effect on the financial statements. The Financial Accounting Standards Board has also issued SFAS No. 131, No. 130, Reporting Comprehensive Income and SFAS no. 131, Disclosures about Segments of an Enterprise and Related Information. SFAS No. 130 establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Owners and distributors to owners define comprehensive income to include all changes in equity except those resulting from investments. Among other disclosures, SFAS no. 130 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that displays with the same prominence as other financial statements. SFAS no. 131 supersedes SFAS no. 14 Financial Reporting for Segments of a Business Enterprise. SFAS no. 131 establishes standards on theway that public companies report financial information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosure regarding products and services, geographic areas and major customer. SFAS no. 131 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. SFAS 130 and 131 are effective for financial statements for periods beginning after December 15, 1997 and requires comparative information for earlier years to be restated. Because of the recent issuance of the standard, management has been unable to fully evaluate the impact, if any the standard may have on future financial statement disclosures. Results of operations and financial position, however, will be unaffected by implementation of the standard. Inflation In the opinion of management, inflation will not have a material effect on the operations of the Company. Risk Factors and Cautionary Statements This Registration Statement contains certain forward-looking statements. The Company wishes to advise readers that actual results may differ substantially from such forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements, including, but not limited to, the following: the ability of the Company to meet its cash and working capital needs, the ability of the Company to successfully market its product, and other risks detailed in the Companys periodic report filings with the Securities and Exchange Commission. - - -11- Quarterly Trends. The Company expects revenues to grow significantly in the third and fourth quarters of calendar year 1999, and continue growing rapidly in the year 2000, after which the Company expects revenues to assume a steadier, slower growth. The security industry has traditionally been served with CCTV analog systems, which are inferior in terms of performance and cost to a digital system like SecureView. As a result, many large security system integrators, commercial and government parties are currently looking for digital systems that provide remote video access, programmable, unattended smart security features and enhanced video storage. Accordingly, the Company believes that there is an immediate market opportunity for the SecureView product line and the Company is well positioned to take advantage of that market opportunity. The Company believes that much of its sales growth will be driven by significant revenue growth in the SecureView line of products. In addition, the Company expects to see sales revenue growth in the manufacturing operations in Eastern Tech, as Eastern Tech hires additional personnel to manage production and quality control thereby freeing up resources to focus more on sales. We believe that there is a significant market need for design-engineering services, especially when such services can be combined with manufacturing services. Many of Eastern Techs manufacturing competitors offer engineering services. Eastern Tech will be moving into design engineering work, and the Company expects the addition of this additional service offering in Eastern Tech will boost sales revenue. Liquidity and Capital Resources Since the Companys inception, the Company has funded its cash requirements through equity transactions. The Company used the funds from those transactions to fund investments in, and acquisition of, technology, assets and companies, to provide working capital and for general corporate purposes, including paying expenses the Company incurred in connection with the development of the SecureView line of products. As of the year ended December 31, 1998, the Company had current assets of $275,070.00, and total liabilities of approximately $270,986.00, resulting in a stock equity of $4,084.00. Losses have been funded in part by small loans from two shareholders totaling $125,000.00 and a $75,000.00 revolving bank line of credit. Following the acquisition of RealView, beginning in November 1998, we conducted an offering of securities under Regulation D, Rule 504 promulgated by the U.S. Securities and Exchange Commission. This offering was fully subscribed and closed on February 8, 1999, and the Company sold 666,667 shares for a consideration of $1,000,000.00, which provided a significant source of operating capital and capital used to acquire and consolidate RealView, Xyros and Eastern Tech. During January and February 1999, the Company received most of the proceeds of the Rule 504 offering. As a result, as of March 31,1999, the Company had total assets of $859,898.00 The Companys total liabilities as of that date were $272,069.00, and the stockholders equity was $587,829.00. The Companys current assets at March 31, 1999, totaled $665,357.00. Year 2000 Compliance The Company is reviewing its computer systems and operations, as well as the components forits systems, to determine the extent to which the business will be vulnerable to potential errors and failures as a result if the Year 2000 problem. The year 2000 problem results from the use of computer programs which were written using only two digits (rather than four digits) to define applicable years. On January 1, 2000, any clock or date recording mechanism, including date sensitive software which uses only two digits to represent the year, could recognize a date using 00 as the year 1900, rather than the year 2000. This could result in system failures or miscalculations, causing disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices, provide services or engage in similar activities. These failures, miscalculations and disruptions could have a material adverse effect on our business, operations, and financial conditions. The Companys software and hardware components in its systems are Y2K compliant, and the Company is taking steps to make sure its developed systems are Y2K compliant and the system components are Y2K compliant. The Company has made inquiries to its outside suppliers to ascertain if such suppliers are Y2K compliant. At this time, management is satisfied that such suppliers have made or are making appropriate examinations and necessary upgrades to insure Y2K readiness. However, the Company does not depend exclusively on one supplier, and, therefore, does not anticipate any significant interruption in materials and supplies in the event that any particular supplier experiences Y2K problems. Although the Company does not anticipate any material adverse effects, it cannot guarantee that no disruption in products or services will occur if multiple suppliers experience Y2K problems. The Company has not experienced and does not anticipate any extraordinary expenses related to Y2K. The Company will continue to monitor its internal systems and keep in close touch with its outside suppliers to insure that its operations are not materially affected by Y2K. Currently, the Company does not have contingency plans in place to deal with unanticipated Y2K disruptions if they occur. Such unanticipated disruptions could have an adverse effect on the Companys operation. Results of Operations A summary of our audited balance sheets for the years ended December 31, 1997, and 1998, and the interim statements for March 31, 1999, are as follows: Ended Years ended December 31, Interim Period 1997 1998 March 31, 1999 Cash/Cash Equivalents $ 7 $ 169,899 $ 399,867 Current Assets 3,097 191,735 665,357 Total Assets $62,457 $275,070 $ 859,898 Current Liabilities $24,685 $ 270,986 $ 272,069 Total Liabilities 24,685 270,986 272,069 Total Stockholder Equity $37,772 $ 4,084 587,829 Total Liabilities & Stockholders Equity $62,457 275,070 859,898 - - -13- Summary Revenue Statement The following summarizes the results of the Companys operations for the years ended December 31,1997, and 1998, and 1999, for the interim period ended March 31, 1999. CONSOLIDATED STATEMENTS OF OPERATIONS Cumulative from from Three Month Ended Years Ended January 26, 1989 March 31, March 31, December 31, (Inception) to 1999 1998 1998 1997 March 31, 1999 (Unaudited) (Unaudited) REVENUE: Sales and Other Income $ 19,117 $ - $ 31,438 $ - $ 50,555 Cost of Goods Sold 1,206 $ - 20,891 - 22,097 GROSS PROFIT ON SALES 17,911 - 10,547 - 28,548 OPERATING EXPENSES: Advertising and promotion - - Automobile 65 - - Depreciation 8 - - - Dues and subscriptions 219 - 250 - Insurance 1,108 - 1,268 - Interest 6,477 114 10,054 233 10,337 Miscellaneous expense 844 27 1,343 - 27,556 Office expenses 34,701 - 106,375 2,264 135,008 Professional fees 61,974 - 10,819 5,054 60,130 Consulting 2,657 - 45,415 - 45,415 Rent 3,900 2,295 52,204 8,375 67,397 Repairs and maintenance 1,960 - - - 3,570 Research and development 2,698 - - Salaries and benefits 49,429 - - - Travel and entertainment 11,893 178 13,465 720 Utilities 3,983 64 4,246 2,443 11,450 Total expenses 181,916 3,308 254,104 24,837 434,944 NET LOSS $(164,005) $(3,308) $(243,557) $(24,837) LOSS PER SHARE: Basic (.04) (.001) (.06) (.01) Diluted (.04) (.001) (.06) (01) - - -14- Plan of Operation We have devoted most of our resources since inception of operations to the research and development of the SecureView line of products, the development of marketing and sales infrastructure, the development of production capability and the development of brand awareness of SecureView. Although the Company has been selling products since March of 1999, the Company is still developing these products and has generated limited revenues. As of March 31, 1999, the Company had an accumulated earnings deficit of approximately $570,419. The Company expects the operating losses to continue until the Company develops a sufficient network of reseller, OEMs and strategic partners generating sales revenues to cover our operating expenses. The Company is currently conducting an offering under Rule 505 and will use the cash raised from the sale of securities in the offering, to bring the SecureView-4 to market, to continue the Companys product development efforts, to expand the Companys sales, marketing and promotional activities for the SecureView line of products, and to increase the Companys engineering, production management, quality control, and customer support staff. The Company operates in a very competitive industry that requires continued large amounts of capital to develop and promote its products. Many of the Companys competitors have significantly greater capital resources. The Company believes that it will be essential to continue to raise additional capital to compete in this industry. The Company needs to raise external capital in the future. The amount of capital the Company will need to raise in the future, will depend upon many factors, including, but not limited to, the rate of sales growth and market acceptance of the Companys product lines, the amount and timing of our necessary research and development expenditures, the amount and timing of our expenditures to sufficiently market and promote the Companys products and the amount and timing of any accessory product introductions. In addition to accessing the public equity markets, the Company will pursue bank credit lines and equipment lease lines for certain capital expenditures. However, there can be no assurance that the Company will be able to access the capital it needs. The Company currently estimates it will need between $7,000,000 - $12,000,000 million to fully develop all of its products and launch its expanded business operations and in accordance with its current business plan. The actual amount of capital the Company will need to raise will depend on a number of factors, including (i) the Companys ability to negotiate favorable prices for purchases of necessary parts and assemblies, (ii) the number and composition of its resellers, OEMs and strategic partners, (iii) the prices the Company can obtain for its products and services and costs of servicing its products and delivering its services, (iv) changes in technology. In addition, the Companys cost and revenues could vary from the amounts the Company expects or budgets, possibly by a material amount, and those variations are likely to affect how much additional financing the Company will need for its operations. Accordingly, there can be no assurance the Companys actual financial needs will not exceed the amounts available to them. To the extent that the Company acquires the amounts necessary to fund the business plan through the issuance of equity securities, current shareholders may experience dilution in the value per share of their equity securities. The acquisition of funding through the issuance of debt could result in a substantial portion of the Companys cash flows from operations being dedicated to the payment of principal and interest on that indebtedness, and could render the Company more vulnerable to competitive and economic downturns. ITEM 3. Description of Property The Company leases an executive office at 925 W. Kenyon Street, Suite 15, Englewood, CO 80110 and the Company also leases engineering and manufacturing facilities at 9693 Gerwig Lane, Suite O, Columbia, MD 21046. The Company does not have current plans or policies to invest in real estate. - - -15- ITEM 4. Security Ownership of Certain Beneficial Owners and Management The following table sets forth information, to the best of the Companys knowledge, as of June 31, 1999, with respect to each person known by the Company to own beneficially more than 5% of the outstanding Common Stock, each director and all directors and officers as a group. Name and Position Title of Amount of Percentage Address Class Shares (1) Gunther Than President/CEO, Common 1,271,800 22.7% (2) 28 Dekker St. Director-View Systems Golden, CO 80401 VP, Director-Eastern Tech Andrew L. Jiranek Vice President, Common 100,000 1.8% 10426 Falls Road Secretary, General Counsel-View Systems Cutherville, MD 21093 Vice President-Eastern Tech David Bruggeman Vice President- Common 87,000 1.5% 6529 Quiet Hours #103 Xyros Systems, Inc. Columbia, MD 21045 Vice President-Eastern Tech Lawrence Seiler President- Common 300,000 5% 13312 Royden Court Eastern Tech Elliot, MD 21042 Management as a Group 1,758,800 31% (1)Leokadia Than, Gunther Thans mother Common 200,000 (2)Linda Than, Gunther Thans wife- Common 166,700 ITEM 5. Directors, Executive Officers, Promoters and Control Persons Executive Officers and Directors The executive officers and directors of the Company are as follows: Gunther Than President, CEO, Director-View Systems 28 Dekker St. VP, Director-Eastern Tech Golden, CO 80401 Dr. Martin Maassen Director-View Systems 1340 Fawn Ridge West Lafayette, IN 47906 Dr. David Barbara Director-View Systems 2508 Rainbow Drive Lafayette, IN 47904 - - -16- Dr. Michael L. Bagnoli Director-View Systems 2020 Union St., #200 Lafayette, IN 47904 Andrew L. Jiranek Vice President, Secretary & 10426 Falls Road General Counsel-View Systems Lutherville, MD 21093 Vice President-Eastern Tech Bruce Lesniak Director of Corporate Development West 303 North 3211 View Systems Timber Hill Court Pewaukee, WI 53072 Larry Seiler President-Eastern Tech 13312 Royden Court Ellicott City, MD 21042 John Curran Vice President-Eastern Tech 6927 Decatur Street Hyattsville, MD 20784 David C. Bruggeman Vice President-Xyros 6529 Quiet Hours #103 Vice President-Eastern Tech Columbia, MD 21045 Gunther Than, President, CEO, Director-View Systems; director, VP-Eastern Tech A graduate of the University of Wisconsin, with a dual degree in Engineering Physics, and Applied Mathematics, Mr. Than has developed a reputation for profitable solutions to broad based business problems, using the latest computer technology. As a vice president of Patterson Dental Corporation (the largest dental supply house in the world), he was instrumental in securing $48 million in a leverage buy-out purchase of the company from Beatrice foods. The system changes engineered by Mr. Than at Patterson Dental facilitated repayment of the LBO debt in less than five years. With hands-on experience in bringing projects from R&D through prototype and on to final delivery, Mr. Than has been instrumental in developing ViewSystems as a public company. Mr. Than is leading a full bore campaign to build the company through acquisition of businesses that will enhance View Systems product line and showcase the Companys innovative technology. Andrew L. Jiranek, VP, Secretary, General Counsel-View Systems; VP-Eastern Tech Mr. Jiranek has extensive experience in working with emerging companies in the high technology industry and has long counseled on the business issues commonly confronting these companies. Mr. Jiranek will assist the Company with corporate governance, securities compliance, mergers and acquisition, strategic partnering, business development, licensing and other contractual issues, including bid proposal, and employment matters. He will also represent management on the ISO certification, quality control process within Eastern Tech. He is a graduate of William and Mary Law School and received an Economics Degree from Princeton University. Bruce Lesniak, Senior Vice President of Corporate Development- View Systems Mr. Lesniak has been active in the security industry for over 15 years. The last 14 years were spent with industry leader ADT Security Service. His most recent role, as National Director of Business Development, aligned him with the industries highest profile accounts. As a Senior Executive with ADT, he was instrumental in driving market growth as he guided sales and marketing, implemented numerous new product releases, and directed the largest and most profitable region in the company. Mr. Lesniak will assist View Systems in developing strategic business plans, creating strong partner alliances and building the sales and marketing infrastructure. David C. Bruggeman, Vice President Xyros Systems; VP, Eastern Tech Mr. Bruggeman is responsible for overseeing the hardware design and product development for the SecureView line of remote interactive video monitoring and surveillance products, as well as CareView, FaceView the VCR replacement products and the products the Company is developing for the low-end consumer retail market. Mr. Bruggeman has been designing in the computer industry for over 37 years, with an emphasis on video and audio products in the past ten years. Prior to joining the View team, Mr. Bruggeman was director of international business development for Guold Computer Systems, a large multinational corporate conglomerate and vice president of product management for a large publicly traded video teleconferencing company. Lawrence Seiler, President- Eastern Tech Mr. Seiler has successfully operated Eastern Tech for over 15 years, during which time Eastern Tech has had annual revenues of between $800,000 and $3,000,000. While at Eastern Tech, Mr. Seiler has provided senior management to a work force of between 20 and 40 persons. Prior to founding Eastern Tech, Mr. Seiler held management positions at MACOM Telecommunications Co., Litton Co., Amecon Division and Singer Company, Kearlott Aerospace Marine Division. Mr. Seiler received an Electrical Engineering degree from New Jersey Institution of Technology in 1978 and a Master of Science (Managerial Option) from John Hopkins University in 1984. John Curran, Vice President Eastern Tech. Mr. Curran has thirty years of diversified Electronic and Electromechanical Manufacturing Engineering experience. Mr. Curran specializes in Start-up Manufacturing Operations, Productivity, and Quality Assessments. Mr. Curran formerly held management position at Ant Telecommunications, Inc., as a Production Manager, Gould, Inc., as the Director of Operations, and Novatak, Inc., as Director of Manufacturing. Dr. David Barbara, Director-View Systems Dr. Barbara had held a variety of executive positions with hospitals in Lafayette, Indiana and has been a surgeon with a 120-physician multi- specialty clinic since 1986. He holds a BA from Xavier University and MD from the University of Kentucky, and is a board-certified surgeon. Dr. Michael L. Bagnoli, Director-View Systems Dr. Bagnoli holds (dual/joint) degrees as a medical doctor and a dental specialist. Since 1988 he has practiced dentistry in the specialty area of oral and masiofacial surgery. Dr. Bagnoli was founder, CEO and president of a successful medical products company, Biotek, Inc., which sold to a larger interest in 1994. His combination of professional training and success in entrepreneurial business brings unique and valuable strength to View. Dr. Martin Maassen, Director-View Systems Dr. Maassen is a board-certified physician in Internal Medicine and Emergency Medicine and has served as a Staff Physician in the Emergency Departments of Jackson County, Deaconess, Union and St. Elizabeth hospitals in Indiana since 1977. In addition to practicing medicine he maintains an expertise in computer technologies. He has a Bachelors and a MD degree from Indiana University. - - -18- ITEM 6. Executive Compensation Gunther Than, President, CEO, Director Mr. Than has an executive employment agreement for $6000.00 per month and 300,000 shares of the issuers common stock in exchange for a restrictive covenant-not-to-compete or solicit Company employees. Said employment agreement will continue in effect unless terminated by either Mr. Than or the Company on a sixty-day notice. Mr. Than also participates in the Companys restricted share plan for 300,000 shares. Andrew L. Jiranek, Secretary, Vice President, Corporate Counsel Mr. Jiranek has an employment agreement for $5000.00 per month. Said agreement may be canceled on sixty days notice by either party. Mr. Jiranek has also participated in the Companys restricted share plan for 100,000 shares. Bruce Lesniak, Director of Corporate Development Mr. Lesniak has an engagement agreement for $4,000.00 per month, plus he receives options to purchase 4,000 shares of the Companys stock at a nominal price. Mr.Lesniak has also participated in the Companys restricted share plan for 140,000 shares. Lawrence Seiler, President Eastern Tech Manufacturing Corp. Mr. Seiler has an employment agreement with Eastern Tech Manufacturing Corp., with compensation set at $5,000.00 per month. Mr. Seiler also has a sales representative contract continuing in full force and effect until terminated on thirty days notice by either party. Mr. Seiler also receives sales commissions equal to 5% of the sales he procures for Eastern Technology and View Systems. David C. Bruggeman, VP Xyros Systems, Inc.; VP-Eastern Tech Mr. Bruggeman has an employment agreement with View Systems, Inc., whereby he receives $6,000.00 per month, which agreement may be canceled by either party on thirty days notice. Mr. Bruggeman has also participated in the Companys restricted share plan for 48,000 shares. John Curran, VP-Eastern Tech Manufacturing Corp. Mr. Curran has an employment agreement with Eastern Tech Manufacturing Corp. whereby he receives $5000.00 per month, which agreement may be canceled by either party on thirty days notice. Martin Maassen, Director-View Systems Mr. Maassen received $21,000.00 in consulting fees from View Systems prior to becoming a Director of View Systems. Currently, he does not receive renumeration for his service as a Director of View Systems. There are no annuity, pension, or retirement benefits proposed to pay officers, directors, or employees of the Corporation in the event of retirement pursuant to any presently existing plan provided or contributed to by the Corporation or any of its subsidiaries. No remuneration other than that reported in this paragraph is proposed to be in the future directly or indirectly by the corporation to any officer or director under any plan which is presently existing. - - -19- ITEM 7. Certain Relationships and Related Transactions Gunther Than, Director, President, and CEO of View Systems; Vice President and Director of Eastern Tech, acquired 1,046,800 shares of common stock as a result of the Companys acquisition of RealView Systems, Inc. He also acquired 300,000 shares under the View Systems,Inc., 1999 restricted share plan and 300,000 shares in exchange for a restrictive covenant-not-to- compete and a non-solicit employees and customers. Mr. Than has also received loans from View Systems totaling $67,719.35, as of March 31, 1999. On May 27, 1999, the Company redeemed 25,000 of its shares held by Mr. Than at a price of $2.00 per share. Andrew L. Jiranek, Vice President, Secretary and General Counsel of View Systems; Vice President of Eastern Tech, received 100,000 shares of common stock under the Companys restricted share plan. Prior to becoming employees by View Systems, Mr. Jiranek had received consulting fees of $5000.00 from View Systems. David Bruggeman, Vice President of Xyros Systems and Vice President of Eastern Tech, is the beneficiary under the Companys restricted share plan of 48,000 shares of the Companys common stock. He also received 39,000 shares in the Xyros share exchange. Bruce Lesniak, Director of Corporate Development, has received 140,000 shares under the Companys restricted share plan. Thomas Weiss, employee, is the beneficiary of 3,250 shares under the Companys restricted share plan. He also received 3,000 shares under the Xyros share exchange. Martin Maassen, Director, received $21,000.00 in consulting fees from View Systems prior to becoming a Director of View Systems. Vincent C. DeCampo, employee, is the beneficiary of 3,000 shares under the Companys restricted share plan. He also received 5,250 shares in the Xyros share exchange. Linda Than, the wife of Gunther Than, a non-salaried employee for the Company, is the beneficiary of 100,000 shares under the Companys restricted share plan and was the recipient of 66,700 shares of the issuers common stock in the RealView share exchange. Lawrence Seiler, President of Eastern Tech, has acquired 250,000 shares through the Companys acquisition of all of his shares in Eastern Tech and subsequently, Larry Seiler acquired additional 50,000 shares. Mr. Seiler has also accepted 170,000 shares in exchange for the Companys cancellation of indebtedness totaling $388,123.51. View Technologies, Inc., a privately held Colorado corporation founded in 1994, is a related company. It was founded and organized by Gunther Than, President, Chief Executive Officer and Board Chairman of View Systems, Inc. View Technologies produces software and hardware products used in computer networks, which transmit and store diagnostic medical imagery. View Technologies also integrates these products in customer installations, thereafter supporting the installed base. View Technologies has been mainly involved in research and development since its incorporation in 1994, principally in the area of compression/decompression of digital files containing diagnostic medical imagery. At the current time, View Technologies is supporting - - -20- two beta sites, at John Hopkins Bayview Medical Center in Baltimore, Maryland and St. Vincents Hospital in Indianapolis, Indiana; although it plans a product rollout in the cardiac care area in the third and fourth quarters of 1999. It also licenses a software package it has created for use in the veterinary industry to an exclusive distributor, Veterinary Imaging Centers, Inc., an Ohio corporation. Royalties from the licensing of this software product have been steadily increasing; however, currently only approximately 50 copies of this software have been licensed and are in use. View Technologies, has developed its own software for compressing digital files containing sound and image data. View Technologies, Inc. has licensed this software to RealView Systems; however, it is believed that this software will be unsuitable for integration into View Systems products because it has been optimized for medical imagery. Therefore, View Systems, is developing, and plans to license, its own proprietary compression formulations. View Technologies and View Systems share human resources and Gunther Than is the President and Chief Executive Officer and Andrew Jiranek is Vice President of both companies. Mr. Than and his wife are majority shareholders of View Technologies. The companies account for any and all resources that are jointly used by both companies. View Technologies operates out of space adjoining the space occupied by View Systems in Columbia, Maryland. From time to time, as is necessary, View Systems and /or View Technologies will lean each other monies. As of March 31, 1999, View Technologies owed $113,938 in a loan payable to View Systems. We expect View Technologies will either be a significant customer for the Company or the subject of a business combination with the Company. We expect that View Technologies will license hardware designs from the Company and use the Company for the manufacturing of its product. ITEM 8. Description of Securities Common Stock The Company is authorized to issue 50,000,000 shares of Common Stock, par value $.001 per share, of which 4,166,667, 4,816,667, and 5,595,667 shares were issued and outstanding as of December 31, 1998 March 31, 1999, and June 30, 1999, respectively. All shares of Common Stock have equal rights and privileges with respect to voting, liquidation and dividend rights. All shares of Common Stock entitle the holder thereof to (i) one non-cumulative vote for each share held of record on all matters submitted to a vote of the stockholders; (ii) to participate equally and to receive any and all such dividends as may be declared by the Board of Directors out of funds legally available therefor; and (iii) to participate pro rata in any distribution of assets available for distribution upon liquidation of the Company. Stockholders of the Company have no preemptive rights to acquire additional shares of Common Stock or any other securities. The Common Stock is not subject to redemption and carries no subscription or conversion rights. All outstanding shares of Common Stock are fully paid and non-assessable. - - -21- PART II ITEM 1. Market Price of and Dividends on the Registrants Common Equity and Other Shareholder Matters The shares of ViewSystems, Inc., the Registrant, trade on the OTC Bulletin Board under the symbol VYST with a Standard and Poors Cusip # 926706102. The Company is listed in the Standard and Poors Industrial manual. As of June 30, 1999, the Company listed 174 Shareholders of record. The recent high bids and low bids, from the National Quotation Bureau, were: High Low December 31, 1998 2 1/8 2 March 31, 1999 2 7/16 2 3/16 June 30, 1999 3 2 There are ten broker-dealers listed as traders of the Company stock. Knight Wein Hill Thompson Herzog Sharp Security Paragon Wilson Davis GGRC Myerson Nash Weiss These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions The Companys shares will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities and Exchange Act of 1934, as amended (the Exchange Act), commonly referred to as the penny stock rule. Section 15(g) sets forth-certain requirements for transactions in penny stocks and title 15g-9(d)(1) incorporates the definition of penny stock that is found in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less the $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation from the NASDAQ stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuers net tangible assets; or exempted from the definition by theCommission. If the Companys shares are deemed to be a penny stock, trading in the shares will be subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors, who generally are persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such security and must have received the purchasers written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in account and information on - - -22- the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in the Companys Common Stock and may affect the ability to shareholders to sell their shares. Dividend Policy The Company has not declared or paid cash dividends or made distributions in the past, and the Company does not anticipate that it will pay cash dividends or make distributions in the foreseeable future. The Company currently intends to retain and invest future earnings to finance its operations. ITEM 2. Legal Proceedings Certain assets of the Companys wholly owned subsidiary, Eastern Tech, are the subjects of civil asset forfeiture initiated by the Federal Bureau of Investigation, Washington Field Office (the FBI). On March 12, 1999, the FBI seized one corporate bank account holding $63,572.21 titled on the name of Eastern Tech and a 1996 Chevrolet Tahoe and bank account holding $43,321.49 titled in the name of Larry Seiler. Both Mr. Seiler and Eastern Tech are contesting the asset forfeiture action and the matter has been referred to the U.S. Attorneys Office for the District of Columbia. The U.S. Attorneys Office for the District of Columbia and the FBI are investigating Eastern Tech and Mr. Seiler in connection with certain subcontracts Eastern Tech performed in 1996 and 1997 for Boeing, Inc., which in turn was performing contracts with the National Space & Aerospace Administration (NASA). In seizing the assets, the FBI has alleged that Eastern Tech and Mr. Seiler paid kickbacks in connection with the Boeing contracts and laundered monies paid from these contracts. Mr. Seiler and Eastern Tech manufacturing vigorously contest these allegations and are prepared to take whatever actions are necessary to recover the seized assets. No civil or criminal proceedings have been initiated with regard to this on-going investigation. The Companys officers and directors are aware of no other threatened or pending litigation, which would have a material, adverse effect on the Company. ITEM 3. Changes in and Disagreements with Accountants There have been no changes in or disagreements with accountants. ITEM 4. Recent Sales of Unregistered Securities On October 6, 1998, 2,000,000 shares of unregistered stock were issued in conjunction with the acquisition of RealView Systems, Inc., a Colorado corporation, for all the outstanding stock of RealView, on an exchange of share basis. From November 1998 to February 8, 1999, 666,667 shares were sold to the public pursuant to Regulation D, Rule 504 of the Securities Act of 1933, as amended, for $1,000,000. On February 25, 1999, 150,000 shares of unregistered stock were exchanged for 100% of the stock of Xyros Systems, Inc., a Maryland corporation, on a share exchange. - - -23- On May 25, 1999, 250,000 shares of unregistered stock were issued in conjunction with the acquisition of Eastern Tech Manufacturing, Corp., a Maryland corporation, for all the outstanding stock of Eastern Tech, on an exchange of share basis. On July 29, 1999, the Company issued 170,000 shares to Larry Seiler, President of Eastern Tech, in exchange for cancellation of payments View Systems or its wholly owned subsidiary Eastern Tech, was obligated to make to or for the benefit of Mr. Seiler. A total share issuance of 706,000 shares to employees as compensation under the View Systems, Inc., 1999 restricted share plan. ITEM 5. Indemnification of Directors and Officers The By-laws of the Company provide for indemnification of the Companys Officers and Directors against liabilities arising due to certain acts performed on behalf of the Company. Because indemnification for liabilities arising under the Securities Act may not be permitted to Directors, Officers or persons controlling the Company, pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities Commission such indemnification is against public policy as expressed in such Act and is therefore unforceable. Transfer Agent The Company has designated Interwest Transfer Company, Inc., 1981 East 4800 South, Salt Lake City, Utah 84117. - - -24- PART F / S The Companys financial statements for the fiscal year ended December 31, 1997 and 1998 and March 31, 1999 have been examined to the extent indicated in their reports by Segman & Company, independent certified public accountants, and have been prepared in accordance with generally accepted accounting principles and pursuant to Regulation S-B as promulgated by the Securities and Exchange Commission and are included herein in response to Item 15 of this Form 10-SB. - - -25- PART III ITEM 1. Index to Exhibits The following exhibits are filed with this Registration Statement. A. Articles of Incorporation, dated 1-26-1989, and Amendments to Articles of Incorporation 1. Articles of Incorporation 2. Name change, Beneficial Investment Group, Inc. to BIGI, Inc. 7-21-1998 3. Name change, BIGI, Inc. to View Systems, Inc. 9-22-7998 B. By-laws Views Systems, Inc. C. Offering Circular ViewSystem, Inc. 11-16-98 1. Form D D. Acquisition Agreements 1. ViewSystems, Inc. acquisition of RealView Systems, Inc. 2. ViewSystems, Inc. acquisition of Xyros System, Inc. 3. ViewSystems, Inc. acquisition of Eastern Technology Manufacturing Corporation. E. Financial Statements 1. Consolidated Audit Statements December 31, 1998, 1997 & unaudited three months ended March 31, 1999 2. Consolidated for Years ended December 31, 1998 and 1997 3. Statements December 31, 1997 4. Statements December 31, 1996, 1997, and July 22, 1998 F. Compensation Agreements 1. Gunther Than- View Systems, Inc. 2. Andrew L. Jiranek- View Systems, Inc. 3. David C. Bruggeman- View Systems, Inc. 4. A. Lawrence Seiler- View Systems, Inc. 5. B. Lawrence Seiler- Eastern Tech G. View Systems, Inc. 1999 Restricted Share Plan H. Restricted Share Agreements 1. Gunther Than 2. Andrew L. Jiranek 3. Vincent DeCampo 4. Tom Weiss 5. David C. Bruggeman 6. Linda Than - - -EX-1- SIGNATURES In accordance with Section 12 of the Securities and Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly organized. VIEW SYSTEMS, INC. (Registrant) Date: _______________ 1999 By:____________________________________ Gunther Than, President By:____________________________________ Andrew Jiranek, Vice President, Secretary & General Counsel S-2 EX-3.(I) 2 ARTICLES OF AmenDMENT TO BIG[, INC. THE UNDERSIgned, being the president of BIGI, Inc., Inc., does hereby amend Articles of Incorporation as follows: ARTfCLr= I CORPORATENAME The name of the Corporation shall be View Sysismi, Inc. I hereby certify that the folloMng was adopted by a mnlorily vote of the shareholders Find directors of the corporation on September 22, 1998 and that the number of votes cnqt was sufficient for approval. IN WITNESS WHEREOF. I have hereunto to and executed this Amendment to Articles of Incorporation this on September 22, 1998. Director 1 10 foar-esug, InRtrument was acknowledged before me on September 22, 1999, by ille Hims, who Is personally knovm to me. Notary Public My commission expires: 'r- -V"Wo" N sew" 0" t I ARTICLES OF AMENDMENT TO BENEFICIAL INVESTMENT GROUP, INC. THE UNDERSIGNED. being the sole director nnd president of Beneficial Investment Group, Inc., does hereby amend Its Articles of Incorporation as follows: r I ARTICLE I CORPORATE NAME The name of the Corporation shal be BIGI, Inc. ARTICLE 11 PURPOSE - - -0 1'I'l - - -CU The Corporation shall be organized for any and all Purposes sulhorl7ed under the laws of the state of Florida. - - -the period during which I "I The mplisl stock of this corporation stock, $.00j par value. ARTICLE III PERIOD OF EXISTENCE the corporation shall continuelq ~ perpetual. ARTICLE IV StIARES shall consist Of 50.000,000 shares of common ARTICLE V PLACE or 13USINESS The address of the principal place of business Of 11,1, corporstion In the sinle of Florida shall be 200 East Robinson Street, Suite 450, Orlands, r-_I_ - The Dowd of Directors may at any time and from time 10 tir'ne move the principal office of this corporation. ~RTICLF_ VI DIRECTORS AND OFFICERS - - -orporallon shall be msnsqed by Its BOSId 01 Dlrpclorq 1he I be business of this 1, d, stiblect to quch till"It"I"n number of such directors shall be not be legs thnn one (1) nn r provided In the t3y-Law9 may be Increased or deaea9ed from time to lime In the t"Onne I AMOULtz- Vio DENIAL OF PREEMPTIVE RIGI-ITS No shareholder shelf have any right to acquire alisreq, or other securities of the t.;orporaflon except to the extent such right may be granted by no amendment to these Arficles or Incorporation or by a resolution of the board of Directors. ARTICLE Vill AMENDMENT OF BYLAWS Anything In these Articles of Incorporation, the Bylws. or If in Florida Corporation Art notwithstanding, bylaws shelf not be adopted, modirted, amended or repeated by the slinreholders of the Corporation except upon the Wfirmative volt- of a simple mAjorily vote of the holders of all the Issued and outstanding shares of flit- corporation entitled to vote thereon. ARTICLE IX SHAREtIOLDERS 9. 1. Insp"c Ion _Qf B e!. The board of directors eshrill mske. ressonebte rtiles In V~* determine at what times and places and tinder wlint condition,; flin. book'4 of tho Corpnrsllofl shsll be open to Inspection by shareholders or a duty sppoitited representative of a shareholder. 9.2. Control ooh-efe_ A .111 The provIsloris rolsting to Any control shrim ncq0-_;It1on as contaltied'in Florida S(stutes now, or hereinafter striended, end sny successor provision shall not apply to the Corpornflon. 9j. Quorum. The holders of shares entitled to one-third of the votes at a meelitig of shareholder's shall constitute a quorum. 9A. ReqCrq_4_yQLq. Acts of shareholders shall reqtjire (lie approval of holders of 50.01% of the outstanding votes of shareholders. ARTICLE X LIABILITY AND INDEMNIFICATION OF DIRECTORS AND orrICERS To the fullest extent permitted by few. no director or officer of flip Cotporntion shill be personally liable to the Corporation or Its shareholders for dsmage.q. for breach of ritly duty owed to the Corporation or Its sHareholders. Iti nddifinfi, flip corporrillonshrill linvP the power, In Its By-Laws or In any res6lution of Ile; stockholders or ditectotrS, to undminke to Indemnify the officers and directors of this corporation rigninqI Stly collilligency or Vvill ss may be determined to be In the best In ils, cniporstion, nnd In conjunctiol, therewith, to procure, ali this corporation's expense, Policifs Of 111sutsfice. 2 ARTICLE XI CONTRACTS No contract or other transaction between this corporation and any person, firm or aporation shelf be affected by the fact that any officer or director of Ifils corporation Is such other party or Is, or at some time In the future becomes, an ofncer, director or partner of such other contracting party, or has now or hereafter a direct or Indirect Interest In such contract. I hereby certify that the foll(rMng was adopted by a "isjoilly vole of the shareholders snd directors of the corporation on July 13, 1998 atid that the number of vole!s. cost was sufficient for approval. IN WITNESS WHEREOF, I have hereunto subscribed to wid executed this krne"ndtnent to Articles of Incorporation this on July 13, 1998. . JU e (51recior The foregoing Instrument was acknowledged before me on July 13, `1998, by Julie '3irns, who Is personally known to me. My commission expires: - - - M Alf le ate ota y Public I I 3 orrinin rim I PFT1V-A.1KX1E"nErK RUtAnYFUUM-MAMMA COM88104 # 104." 1 t ORNAer.cmily my cwffiellon rV. OCL W, Im ARTICLES OF INCORPORATION o r lei .1.1 AMEICIAL IN E IROUP, INC. I . I . * I I i The undersigned, acting wi Incorporator. locreby adopts these Articles Of Incorporation and forms a profit corporation (the "Corporation,-) under the laws of the State of Florida. as follows: ARTICLE I Name The name of the Corporation is- 113KNEVICIAL INVESTMENT UROUP. INC. A RTICLE U Term of Existence The date when corporate existence shall cornmenen shall be the dale of filing of triese Articles of Incorporation with the Florida Department of State as provided by Section 607.167. Florida Statutes. and the . Corporation shall have perpetual existence thereafter. A RTICLP I'll Nature of Business The Corporption is organized for the following purposes: (a) Tu Invest In. own, purchase. sell, ms.7131te and otherwise deal with Investments In tmsirmsscs, proW--- s and securities .-iid all acliviiies necessary or useful In connection with the fusegulne: and 1b) To engage In any and all lawful to-mlne!ses. A Ri"CLE tv Powers The Corporatlon uhall have powert to) to have perpetual succession by Its corporate name; (b) To sue and be sued. complain. and defend In Its corporate name In all actions or proceedings: (el To have a corporole seal, which may be altered at plewwre, and to wse file .ame by causInK It. or A facsimile thereof, to be lmprt--;!;M. affixed. or In any other manner reproduced: AEW0014 (d) To purchase. take. receive, lease, or otherwise acquire. own, hold. Improve, use, and otherwise deal In slid with real or personal property or city Interest therein, WWtVer 1111.111tedi (el To sell, convey, mortgage. pledge. create a security Interest In, lease, exchange, transfer, and otherwise dispose of all or any part of Its property end asselst M To tend money to and use Its credit to mist Its offlecrit and employecs to the full extent permitted by law& (g) To purchase. take. recelve. subscribe for. or otherwise acquire. own. hold. vote. use. employ. sell, mortgage. lend. pledge, or otherwise &rpose of, stid otherwise wse and deal In and with, shares or other Interests In. or obligations of, other domestic or foreign corporations. associations. partnerships or Individuals, or direct or Indirect obligations of the United States or of any other government, stale. territory. governmental district, or municipality or of any instrumentality lliereolt (h) To make contracts and guarantees and Incur liabilities. borrow money at such rale~; of Interest as lite corporation may determine. Issue Its notes, bonds. and obligations, and secure any of Its obligations by mortgage or pledge of all or any (if Its property. franchises, and Income; III To lend money for Its corpor;kte purpos(s, Invest and reinvest Its funds. and lake and hold real and peiixinal property as security for the payment of funds NO loaned or Invested; Ip To rondi!cl Its btzlne~,,;, carry on Its operations. und have offices and exercise lite powers granted by Ilip Florida General Corporation Act williln or without like State of MOW% (k) To elect or appoint officers and agent.,; Inr lite Corporation Including' teachers. administrative personnel and other persons and define their duties and fix their comporvWlon; M To make and after bylaws. not Inconsistent with these Articles of Incorporation and the laws of live Slate of Florida, for lite administration and regulation of live affair,.% of the Corporation: I m) To make donallons lor lite public welfare or for charitable, scientific or educollonal purposes; Ini to trartsoct arty lawful buslnesN which lite Board of DirectorS of the Corixiration shAll find will be In aid of governmental policy: to) To Invest In. own, purchase. sell. manage and otherwise deal with Invesirnents In businesses, properijes and securities and all actlvltir--s necessary or wse(ul In r(innection willo lite loreKoIng; and (p) lo be a promoter, Incorporator general or limited partner. member. associsic. or manager of any corporation. partnership, kiint venture, Irte-I or other enterprise: and AFW0074 2 (q) il purposes- 11 I I To have and exercise all powers necessary or conveliIE-nj 10 effe-et jig . A RTICLP. V P-PP1LqB;r_N The Corporation is authorized to issue 7,500 Shares of one dollar (11.0011 common stock. which shall be dm-lgnated Common Stock. ARTICLE VI flic street address ul lite Initial registered allIce of Ilia C, -1,v -Mon is c/o Rudnick & Wolfe. 101 East Kennedy Boulevnrd. Suite 20M). Tampa, Floiecia 33GO2. and lite name of Its Initial mItstered agent at such address is flenry Salieliez. Jr. Name Julie Sarjent Robert Johnston Jerome Lelberman are: ARTICI-F VH Directors 'the Corporation shull have three (3) directors Inlilully. The number of directors may be lncrea.%ed or decreased from time to time In accordance with Ilia bylaws Of thr Corporation. provkIed that Ilia Corporation shall always have at least One (11 but no more than ten (101 directors. lite names and addre!,-,cs of Ilia initial director's of lite Corporation. who shall serve until their successors are duly elected and quallf led. are: A RTICLP Vill ln,corpo Addl 4010 floyscoul floulevard Suite 300 rampa, Flctrld;A 336117 4010 Boyseout Iloulevard suite 3011 Tampa, Florida 336117 4010 Iloyscout Ifoulevard stille 300 Tampa. Florida 33601 The name and addram at the Incorporator sIgnlng these Articim of Incorporation Name flenry Sanchez, Jr. AEW0074 Addrem c/o Rudnick & Wolle 101 Fast Kennedy twulevard Sulte 2000 Tampa, Florida 3360.1 I ARTICLE IX PuLa The power to adopt, alter, amend or repeal bylaws shall be vested In tho Corporation's Iloard of Directors. ARTICLE X The Corporation shAll Indemnity any director or officer or any former director or officer. to the fullest extent permitted by Aw. ARTICLE XI Each sha".1tolder of the Corporation shall have the first right to purchase shares (and any %ecur!1lc--i convertible Into such Mittres: of any clwz. kind or rmrlcs of the. Corporailon's capital stock that may from tin c to time be b,%ued, whether or not presently oullsorized. Including treasury shis", It. the ratio that the number of sharm such sliarcholder holds at that time of L%uAnce bears to the total number of %liares then outstanding. exclusive ot treasury shares. Any shareholder's preemptive rights older does not exercise lils or tier preemptive rights by tendering full payment to the Corporation within thirty (30) days of recelpt of written notice Irom the Corporation stating the prices. terms and condliloms for the sale of suet] shares (or ,;ecurIlles convertible Into such shares). A shareholier may also waive lits or tier preemptive riRlits by affirmative written notice of waiver within thirty (3111 days of recelpt of notice of the ,,Corpora I Ion's Issuance of shares. ARTICLF XII lh(--m Articles of Incorporation miy be amended In the manner provided by low. IN WITHF-SS WHEREOV, the undersigned Incorporator has executed thetv Articles this 25th day of January, 1989. ISEALI Incorporator STATE OF FLORIDA COUNTY or 11ILLS130ROU4311 The foregoing Instrument was acknow"ed before me this 25th day of January, 1989. by Ifenry Sanchez, Jr. y Publ c S?Nt er ()I Florl at rge I Notarial Seal) My commission expires: 1411" Pv%. S1811! of llor;& I ACCEMANCIR MY HBO 19- FULMM Having been named Reltstem-d Agent and desIgnated to accept service of PMCM for tl . ab,~v"la(ed corporation, et the plitee c"-Ignitled heirlit. I hereby ttgr" to act In this capitelty. and I further agree to comply with ilia PrOVISIOMS of all statutes relative to itie proper and complete performance of my dull". Dated: - - tary 25, 1989 I I EX-3.(II) 3 I I, EPIC P. LITTMAN. P.A. sy-LAva of VIEW SYSTEMS, INC. P. e-~' ARTIC.LE 1, TINQfz-QF SH REHOLDERS I mm"net. The annual meeting of the shareholders of this totporbiticin'shill be hold on tho "h day of J" of each year or at such other tirne and placia desi (00 by the Board of Directors of the wrporation. Business transactAd at the Annual meet.ftshall Include the election of directors of the corporation. If the designated day. shall h1(FO.A'm Sunday or log ail holiday, then the meeting shell be hold on the first buainqst cla~'Jhareafter. se~;JWQI Z; Sp gjp) MeetimA, Special rneetings of the shareholders shall be hold when 4lr#Ckfi0:by the President or the Board of Directors, or when requested in writing by the -holders -0" f not less then. 10% of all the shares entitled to vote at the meeting. A meeting requOted by shareholders shall be called for a date not less then 3 nor more than 30 d4yu after the request to made, unless the shareholders requesting the meeting designate a letter date, The call for the meefing shall be issued by the Sec s thfi Preildint, Board of Directors, or shareholders requesting the meating shall designate another per son to do Meetings of shareholders shiall be held at the princlp~il ptace of buRinats q(the corporntion or at such other OlaCe as may be designated by the Board of 1 ERIC P. LITT110*4, P.A. P. 03 aoht t d "A 11acie.'Wriften notice stating the place, day and hour of the meeting and In tho Ctise ofilll-ipeclal mosting, the purpose or purposes for which the meeting Is called, ghall bb doliviiiivid not less than 3 nor more then 30 day6 before the meeting. either peesontsily or first class mail, or by ths direction of the President, the Secret" or the offiter br pe,rsohs oalling the meeting to eaoh shareholder of record entitled to vote at such rniaefirig. If en (led, Such notice shall be deemed to be delivere ted in the ...d. Un lta0IaI:8* i-Aiall addrOssad to the shereh6ider at his address as it appears on the stock trainsfer bookCof the corporettion, with poittage thereon prepaid, -Not . . . . . AdiDurnod Me9tin . When a meeting Is adjourned to another time or ploo-r It shall n~t be necessary to give any notice of the adjourned meeting if the time aind pli, tb which the meeting is adjourned are announoed at the meeting sit which ft sdjvur6ro6ht-is taken, and at the adjourned meeting any busiriess may be transacted that might he;Vi been transacted on the original date of the meeting. If, however, after the adiournmOnt-4he Board of Diractors fixes a new record date for the adjourned tice Of th~. adjourned meeting shall be given as provided In this Article to eoch shareholder'6f record on a now record date entitled to vote at such meoting. 6, Sharigholder 0 fiftg. A majority of tho Shares eritilled to vote, repr4sianted in person or by proxy, sheill constitute a quorum at a meeting of snareholdfirg, It a quorum is present, the affirmative vote of a majority of the shares representOd at the meeting and entitled to vote on the subject matter shall be the act of the shateholdbet unless otherwise provided by law, Udkn f. Y.2111!12-oLatam- Each outstancling share shatl be einfifl*d to onip vote L Qq.flap. ERIC P. LITTM44, P.A. P. 04 an each -matter-.4ubmMed to s vote at a meeting of shareholders. A ahareholdar may vote either in person or by proxy executed In wrItirig by . ffi .4hareholder or his duly authorized attomey-In-fact. No proxy shall be volid after.'the dLirition of i I months from the date thereof unless otherwise provided In tho proxy. SesAiShR, 6-ObQn ~Y Shareholders YVithoul a MqR LiM. Any action required by law or Outhmized by'- these by-laws or the Articles of Incorporation of this corporation or taken or to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annuAl or speofa( meeting of shareholders, may be taken without m meeting, without prior notice and without a vote, If a consent in writing, setting forth the action so tak6h, shall be signed by the holders of outstanding stock having not lesE; then the minirnurr~ n'umber of votos that would be necessary tO RUtharize or take such action at a ine0ing 61 "ich ell sh2res entitled to vote thereon were present and voted. -6-GrAka 1- Eungtion. All corporate powers shall be exercised by or under the authority of, and the business and off airs of the corporation shail be managed under the diredion o~, the Board of Directors. ftftiM _2. Qualificlgion. Directors need not be residents of thia state or sharqhold6r~ of this corporation. ~yr,112n 1, _Q90Upupeation. The Board of Directors shall havia authority to fix the compensation of directors, SeSgi 4. Presumption-of Ajj2gj. A director of the corporation who is present a' a tneetlnU o(the Board of Olrectors at which action on any corporate matter Is taken shall 3 OCT-25-194-8 081 1.1b ERIC P. LITTMAN. P.A. P. M- be plresum9d"':haya sissented to the action taken unless he votes against such action or abstafris fe". ti.ng In respect thereto bemuse of an asserted conflict of Interest. Number. This co~vorelon shall'have a minimum of I director but no indrd then 7;7~.'. I Imm. Each person named In the Articles of Incorporation as a membec of the initial Board of Directors shall hold office until the first annual meeting of shareholdor's, and until h!3 auccessor shall have been elected and quellfled or until his sarlier'resignotion, removal from oMoe or death. At the first annual mooting of shareholdetoOnd at each annual meeting thareafter the shareholders shall elect diroctors to hold offide Until the next succeeding annual meeting. Each director shall hold off ice for a ich he Is *footed and until his suocassor sholl have been elected and qualified or until his dadier resignation, removal from office or death. ~tqtid~7-Yacanoles, Any vacancy occurring in the Board of Directors, Includingany vacano . yvreated by reason of an incr ease In the number of Directors, maV be fl lied by the 611 irMAtl 44 vote of a majority of the remaining directors though less then a quorum of the 8k)A(d of Directors. A director elected to fill a vacancy shall hold Office only unt'l the next 6lecti&VOIF directors by the shereholdws. - - - Rarnovni of Directors. At a meetino of shareholders called expressly for thAt Ourpd$'4~any director or the entire Board of Directors may be removed, witti or without cause, by a vote of the holders of a majority of the eftres then entitled to vote at an eledon ofAlrectors. E*0910a 9. Quorum and Voting. A majority of the number of directors fixed by these by-lfiwt shilkli bonstituts a quorum for the transaction of buainesv. Tt-W not of a majority of 4 OCT-25-t9ja will ERICP. LITT~M, P.A. the dirdotom Weaent ot a meeting at which a quorum Is present shall be the ad of the Board of DirvotOrs. Exe,.wtl and QJWJC~ fte. The Board of Directors, by resolution adopt9d by a majority of tho full Board of Directors, may designate from among Its members aii executive committee and one or more other committees each of which, to theextent provida.d. In such resolution shall have and may exercise all the authority of theBoard0f Dirootors, except as is provided by law. I eting, Regular and special meetings of the Board of OlrectQrs, shall be hold at the principal place of bur-Iness of the corporation or or, othorwi Se determined bythe Directors. a stims, Regular meetings of the Board of Directors shall be held without notice on the first Monday of the calendar month two (2) moriths iollowIng the and of the corporation's fiscal, or if the said first Monday Is a legal holiday, thari 6n the next business day. Written notice of the time ond place of special meetings of the Board of Directors shall be given to each d1rector by either personaldeliveoy, talegram or t6blegram ieit least three (3) dhya before the meeting (5r by noticemallOd to thci director at least 3 days before the meeting. NoO60 of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meefing and wskivor of any and all objections to the place of the maefing, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, bny objection to the transaction of business because the meeting i fXT-25-1951-e 09ti-11 ERIC P. LITTMAN, P.A. P e7 callad ~r conV",d. Nelth,60ho business to bib transacted at, nor the purpose, of any regular or special meeting of thb Board of Directors need b-6 specified In the notice of waiver of notice of such meatino. A nialOrIty of the directors present, whether or not a quorum exists, may adjourn any treating bf the Board of Directors to another time and place. Notice of any Guch adjourned iiiiiii6ting shell be given to the directors who were not present at the time of the adjourriment,' and unless the time and place of adjourned me ounced st the time of the adjournment, to the other directors. Meetings of the Board of Directors may be called by thia 6hairman of the board, by the president of the corporation or by any two diradors. Memb*rs of the Board of Directors may participate In a meeting of such board by matins of a conference telephone or similar communications equIpment by means of whIch all Oersons O*t IcIpating In the matiting con hear each other at the sometime Participation by such n*inzi shall constitute presence In person at a meeting. 5actich 13. Action Wit oSS a Maotl% Any action. required to be taken at a meeting of ttv Booed of Directors, or any action which may beg taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent in writing, si0h~ he 9 forth the action so to be taken, is signed by such number of t directors or suoh nUm'bior of the members of the committee, as the o9se may be, as would oonstituto the requisite irejority thereof for the taking of such ectlons, is filed in the m1nutos of the proceedings of tho board or of the commIttue. Such actions shall then be deambd takon Wth the some force and eff&ct as though taken at a meeting of such board or committoe wharest ali'members were present and voting thrOUghout and. those who sioned euc CKJ-25-1.9'.* ERIC P. LITTWN, P.A. P.09 he n9gative. action shall hikye voted In the affirmatlve and all others shall have voted In t Fa irilbrmatl6eial purposes, a copy of such signed actions shall be malled to all members of the board .t;ommlttee who did not sign cold action, provided however, that the failure to mall'said no~lms shall In no way prejudice the actions of the board or committee. A JIQLE 111, OFFICERS soclipEll i9m. The officers of thig corporation shall consist of a president, a a treasurer, each of whom shall be elected by the Board of Directors. Such secretary an other bfflt6ra and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may tm held by the same person. Qo-cfign.2. [2SAIll. The officers of this corporation shall have the following duties: The President shall be the chief executive officer of the corporation, shall have Qeriarel ind act!ve management of the business and affairs of the corporaition subject to the dir6dflons of the Board of Directors, and shall preside at all meetings of the shereho(ders.and Board of Diroctors. The Secretary shall have custody of, and maintain, all of the corporate records exe* the financial records: shall record the minutes of all meetings of the shanaholdo~rw and Board of directors, send all noUces of all meetings and perform such othee dubei, may ba prescribed by the Board of Directors or the President. ~ I he TrAasurar shall have custody of all corporate funds and financial records, shall keep fulli and socuratta accounts of receipts and diGibursements and render accounts thereof el th6 annual meetings of shareholders and whenever else required by the Board 7 ERIC P- LITTMP#4, P.A. LK-T-Z5-I999 jes as may be prescribed by of Direotars or the President, and shall perform such othar dut the Board of l5trVcAor3 or the President An officer or agent elected or mppolAted by the in its judgment the best Board pf DirocIbIrs. may be removed by the board whon@vL interests of th# CorPlOrOtion will be served thereby, Any vacancy in any office mgiy be filed by the l3oard of Directors. [IICA~T ores in this corporation shall be entitled to - - -5VjOf1()O_Jj1ALqg12cq. Every holder of 3h have a cOrtiltMe representing Oil Sh3res to willch he is entitled. No certificate shall be Issued for 8N.ShOrs until such 8hare is fully paid. enting shares in this corporation shEill be icates repres carttf signed by thil Pivsidant or Vice Preaident and the Secretary or. an Assistant SecretarY 2nd may be sealed with the seal of this corporation or a factImile thereof. - - -orporation Shall register a gtock certificate Tho r presented to it for transfer If the cartIfleate is properly endorsed by the holder of record or by his duty allthorized attorney. e (f1 K tbs shareholder shOll clGim to A.I.-I OSL tiove lost or destroyed a c9rilficate of shoM issued by the oOrPoration, a new certificate shall be issued upon the making of an off Jdavit of that fact by the person claiming the certillciato bf stock to be lost, stolen or destroyed, and, at the dii;cretion of the 800rd Of Direotors, I upon the deposit oi a bond ot other Indemnity In such amount and with Such sureties, if ony, es the board may reagonably requIlre. 8 nCT-25-1-98. P-G.'13 ERIC P. LITT11AN, P.A. P. 10 $pql! UoQko and gqggr keep correct and complete This corporation shall books amd 'mords of account and shall keep minutes of the proceedings of its sharaholder%.,~ Board of Directors and committee of diroctors. This corporation shall keep st its registered off Ice, or principal place of business a record of Its ofiereholders, giving the names and addresses of all shareholders and the nurnbor of ibe shares hold by each. Any books, records and minutes may be in written form or in any other form capable of being convorted into written form within a reasonable time. ligh1j, Any person who shall have been a holder of record of shares of voting trust certificates therefor at least six months immodiately preceding his demand or shall be the holder of record of , or the holder of record of votin~ trust certificates for, at leatst five percent of the outstanding shares of the conpo(atlon, I -upon written demand stating.the purpoge thereof, shall have the right to examine, In person or by agent or attorney, at any resaonable time or times, for any proper purpose Its relevant books and records of aawunts, minutes and records of shareholders and to make extracts therefrom. f finn. Not later than four months after the close of each fir-cal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close 01 itt fiscal year, and a profit and loss se i t 0 fiscal year tatervient showing the results of the operations of the corporation dur ng h Upon the written request of any shereholder or holder of voting trust certificatOlt for shares of Ithe virporation, the corporation shall mall to each shvirgholder or holder of volLing Or- T qr~e EPIC P. LITTVV-44, P.p. true( Wtificaties a copy of the most rocent such belahes sheet and profit and loss slaterhant. 'T be balanca sheet* and profit and loss statements Ghall be filed In the regIstorisd offi" I of the corporation In this state, shall be kept for at least five years, and shall be subjOct.to Inspection during business hours by any shoreholdar or holdor of voting trust cartific*tes, In person or by agent. 6R1&LENL_QLVJI 20 Q S The 906rd of Directom of this corporation may, from time to time, declare and the mporation toy pay dividends on its shares in cash, property or its own shares, excePt when ihe coTbration Is Insolvent or when the payment thereof would render the corporation Insolvent subject to the provisions of the Florida Statutes. ARTICLF. VII, QORPQRATE-EF.AL Tho Board of Directors shall provide a co(porate sealwhich shall be in circularform ARTICLE VIII, AMENDMENT Thate by-laws may be altered, amended or repealod, and now by-lown may be adopted by~the a major)ty vote of the directors of the corporation. 1-0 TOTPL BY-LAWS of B I G 1, INC. ARTICLE 1. MEETINQ$ OF SHAREHOLDER$ Section 1. Annuql Meeting. The annual meeting of the shareholders of this corporation shall be held on the I st day of July of each year or at such other time and place designated by the Board of Directors of the corporation. Business transacted at the annual meeting shall include the elecUon of directors of the corporation. If the designated day shall fall on a Sunday or legal holiday, then " meeting shall be held on the first business day thetiefter. Section 2. Specl I Meetinaa. Special meetings of the shareholders shall be hold Men directed by the President or the Board of Directors, or Men requested in wrifing by the holders of not less then 10% of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than 3 nor more than 30 days after the request is made, unless the shareholders requesting the meeting designate a later date. The call for the meeting shall be issued by the Secretary, u sident, Board of Directors, or shareholders requesting the meeting shall designate another person to do so. SeQtlon 3. Place. Meetings of shareholders shall be held at the principal place of bualness of the corporet,ion or at such other place as may be designated by the Board of 1 Directors. Sedion 4. Noti . Written notice stating the place, day and hour of the meeting and in the case of a special meeting, the purpose or purposes for Mich the meeting Is called, shall be delivered not leab than 3 nor more then 30 days before the meeting, either personally or by first class mail, or by the direction of the President, the Secretary or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If malled, such notice shall be deemed to be delivered whIn the United States mail addressed to the shareholder at his addre" as it appears on the stock transfer books of the corporation, with postage thereon prepaid. Section 6, Notice of 6digurned Meefing. When a meeting Is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to "Ich the meeting Is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a now record date for the adjourned otice of the adjourned meeting shall be given as provided In this Article to each shareholder of record on a now record date entitled to vote at such meeting, Sectim 6. SharehQlder QuoCWm and-Voting. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law. 2 Sei;:flon 7. Voting of Shares. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Section 0. Proxies. A shareholder may vote either In person or by proxy executed In writing by the shareholder or his duly authorized attomay-in4act. No proxy shall be valid after the duration of 11 months from the date thereof unless otherWse provided in the proxy. SocAlon 0. AWQn by ~hjarehol~ere Without a MMIIL)g. Any action required by law or authorized by these by-laws or the Articles of Incorporation of this corporation or taken or to be taken at any annual or special meeting of shareholders, or any action Vibich may be taken at any annual or special meeting of shareholders, may be taken Wthoul a meeting, without prior notice and Wthout a vote, if a consent in %Tltlng, setting forth the action so taken, shall be signed by the holders of outstanding stock having the minimum number of votes that vmuld be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. 6RTICLE 11. -DI[JECTOR Section 1. Dinglion. All corporate povmrs shall be exercised by or under the authority of, and the busine33 and affairs of the corporation shall be managed under the direction of, the Board of Directors. Section 2. -QUalftation. Directors need not be resider-da of this state or shareholders of this corporation. Seg,tw 3. Compensation. The Board of Directors shall have authority to fix the compensation of directors. 3 SpOlon 4. Preignotlon of Appent, A director Of the corporation who Is present at a meeting of the Board of Directors at Mich action on any corporate matter is taken shall be presumed to have aSeented to the action taken unless he votes against such action or eibs!alns from voting In respect thereto because of an asserted conflict of interest. Section ~. Number. This corporation shall have a minimum of 1 director but no more than 7. Seg-flon 6. Election and Term. Each person named In the Articles of Incorporation as a member of the Inifial Board of Direclors shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death. At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director ffice for a term for which he Is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death. $action 7. -VAncangies. Any vacancy occurring in the Board of Directors, including arry vacancy created by reason of an increase in the number of Directors, may be filled by the affirmative vote of a majority of the remaining directors though leas than a quorum of the Board of Directors. A director elected to fill a vocancyshall hold office only until the next election of directors by the shareholders. S-Wion 13, Removal Qf Directors. At a meet.ing of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at on 4 election of directors. ~e,Qtlon 9. uogim and Voting. A majority of the number of directors fixed by these by-!ava shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at Y+ich a quorum is present shall be the act of the Board of Directors. $ection 10. Uecytlyo and Other Gommittees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other commlite" each of Mich, to the extent provided in such resolution shall have and may exercise all ft authority of the Board of Directors, except as Is provided by law. Section I J.--Place of Meetir)g. Regular and special meetings of the Board of Directors shall be hold at the principal place of business of the corporation or as other\&rise determined by the Directors, -Section 12. Time, Notice and CgII of MaOnn . Regular meetings of the Board of Directors shall be held without notice on the first Monday of the calendar month two (2) months following the end of the corporation's fiscal, or If the said first Monday Is a legal holiday, then on the next business day. Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal . delivery, telegram or cablegmm at least three (3) days before the meeting or iled to the director at least 3 days before the meeting. Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director At a merAing shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except %%rhen a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting Is not lawfully called or convened. Neither the business to be transacted at, nor the purpose, of any regular or special meeting of the Board of Directors need be specified In the notice of waiver of notice of such meeting. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjoumment, and unless the time and place of adjourned meeting are a he time of the adjoumment, to the other directors. Meetings of the Board of Directors may be called by the chairman of " board, by the president of the corporation or by any two directors. Members of the Board of Directors may participate in a meeting of such board by moans of a conference telephone or similar comn-unications equipment by means of wfilch all persons participating In the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. ,S-ectioa 13, Action Aithout a -M-eating. Any action, required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, Is signed by such number of the directors, or such number of the members of ft committee, as the case may be, as would constitute the requisite majority thereof for the taking of ouch actions, Is filed In the minutes of the proceedings of the board or of the committee. Such actions shall then be deemed taken with the same force and effect as though taken at a meeting of such board or committee whereat all members were present and voting throughout and those who signed such action shall have voted In the affirmative and all others shall have voted in . For informational purposes, a copy of such signed actions shall be malled to all members of the board or committee \Aho did not sign said action, provided however, that the failure to mail said notices shall In no way prejudice the actions of the board or committee. ARTICLE 111. QIFFICER Sectign 1. Officers. The officers of this corporation shall consist of a president, a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officeru and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more off ices may be held by the some person, Section 2. Mes. The officers of this corporation shall have the following duties. The President shall be the chief execLAIve officer of the corporation, shall have general and active management of the businees and affairs of the corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the shareholders and Board of Directors. The Secretary shall have custody of, and maintain, all of the corporat e records except the financial records', shall record the minutes of all meetings of the shareholders and Board of directors, send all notices of all meetings and perform such other duties as may be prescribed by the Board of Directors or the President. The Tree-surer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and d1sbursements and render accounts thereof at the annual meetings of shareholders and whenever else required by the Board of Directors or the President, end shall perform such other duties as may be prescribed by the Board of Directors or the President. Section-3. Removal of Officerp, An officer or agent elected or appointed by the Board of Directors may be removed by the board whenever in its judgment the best Interests of the corporation vAll be served thereby. Any vacancy In any office may be filed by the Board of Directors. ARIJCLE IV, SIQCK CERTIFICATE$ Sectio[] 1. Iss-vancs. Every holder of shares In this corporation shall be entitled to have a certificate representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid. SecGon 2. Form. Certificates representIng shares in this corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary and may be sealed %Mth the seal of this corporation or a facsimile thereof, Sedlon 3. T e -1QtnqL. The corporstlon shall register a stock certificate presented to It for transfer If the certificate is properly endorsed by the holder of record or by his duly authorized attorney. Section 4. Lost. StoloN or Destroyed Certificates. If the shareholder shall claim to have lost or destroyed a certificate of shares issued by the corporation, a new certificate shall be issued upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and. at the discretion of the Board of Directors, upon the deposit of a bond or other Indemnity In such amount and with such sureties, if any, as the board may reasonably require. ARTICLE V. 130OKS AND RECORD Section 1. Books and ReQords. This coirporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, Boe.rd of Directors and committee of directors. This corporation shall keep at Its registered office, or principal place of business a record of its shareholders, giving the names and addresses of all shareholders and the number of the shares hold by each. Any books, records and minutes may be in written form or In any other form capable of being converted into written form within a reasonable time. Section 2, Shareholders' Inspection Rights. Any person vvbo shall have been a holder of record of shares of voting trust certificates therefor at least six months Immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certiflicates for, at least five percent of the outstanding shares of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper Purpose Its relevant books and records of accounts, m1nutes and records of shareholders and to make extracts therefrom. $22tiQn 3, Ehancial Information. Not later then four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing In reasonable detail the financial condition of the corporation as of the close of its fiscal year, and a profit and loss statement shovAng the results of the operations of the corporation during the fiscal year. Upon the written request of any shareholder or holder of voting trust cartficates for shares of the corporation, the corporation shall mail to each shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and lose statement. The balance sheets and profit and loss statements shall be riled in the registered office ofthe corporation in this state, shall be kept for at least five years, and shall be subject to inspection during business hours by any shareholde voting trust certificates, in person or by agent. ARTICLE VI, DIVIDENDS The Board of Directors of this corporation may, from time to time, declare and the corporation may pay dividends on Its shares in cash, property or Its owl shares, except when the corporation is Insolvent or vfien the payment thereof would render the corpo- ration insolvent subject to the provisions of the Florida Statutes. ARTICLE V11, CORPORATE $F-A The Board of Directors shall provide a corporate seal Mich shall be in circular form. 10 examine, in person or by agent or attorney, at any reasonable tirrie or times, for any proper purpose Its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom. $22tion 3. Ehandal Inforrnation. Not later then four months after the dose of each fiscal year, this corporation shall prepare a balance sheet showing In reasonable detail the financial condition of the corporation as of the close of its fiacal year, and a profit and loss statement shovAng the results of the operations of the corporation during the fiscal year. Upon the written request of any shareholder or holder of voting trust cartficates for shares of the corporation, the corporation shall mail to each shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement. The balance sheets and profit and loss statements shall be riled in the registered office of the corporation in this state, shall be kept for at least five years, and shall be subject to inspection during business hours by any sharehold of voting trust certificates, in person or by agent, ARTICLE VI, DIVIDENDS The Board of Directors of this corporation may, from time to time, declare and the corporation may pay dividends on Its shares in cash, property or Its owl ghares, except when the corporation is Insolvent or Men the payment thereof would render the corporation insolvent subject to the provisions of the Florida Statutes. ARTICLE V11, CORPORA-TE SEA~ The Board of Directors shall provide a corporate seal Mich shall be in circular form. 10 ARUCLE V MFNT These by-laws may be altered, amended or repealed, and now by-lava may be adopted by ths a majority vote of the dIrGetors of the corporation. EX-27 4
5 3-MOS 12-MOS DEC-31-1998 DEC-31-1998 MAR-31-1999 DEC-31-1998 399867 169899 28000 0 231716 17262 0 0 5774 4574 665357 191735 143898 32692 21580 21580 859898 275070 272069 270986 0 0 0 0 0 0 4817 4317 1096012 (233) 859898 275070 19117 31438 17911 10547 1206 20891 181916 254104 0 0 (164005) (243557) 6477 10054 (164005) (243557) 0 0 (164005) (243557) 0 0 0 0 0 0 (164005) (24355) (.04) (.06) (.04) (.06)
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