UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

þ   QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED September 30, 2011

o   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-30178

VIEW SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Nevada	59-2928366
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1550 Caton Center Drive, Suite E, Baltimore, Maryland  21227

(Address of principal executive offices) (Zip Code)

(410) 242-8439

(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes £ No R

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þNo o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  £	Accelerated filer  £	Non-accelerated filer  £	Smaller reporting company  R
		(Do not check if a smaller reporting company)

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No þ

 Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at October 12, 2012
Common Stock, $.001 par value per share	170,421,178

Purpose of This Amendment

We are amending our Form 10-Q for the period ended September 30, 2011 in order that it would conform to the correction of a revenue recognition error uncovered in the audit of our financial statements for the year ended December 31, 2011. Due to accounting errors, the Company has restated its financial statements as of and for the period ended September 30, 2011 to reflect the correction of an understatement of deferred income that results from incorrectly allocating the revenue received under extended warranty arrangements over the life of the warranty.  Also, in the original filing revenue was overstated due to recognition of sales prior to the installation of the products.  As a result of reducing sales revenue, there was a corresponding reduction in cost of sales and accounts payable. In addition the Company is restating its 2010 financial statements for the year ended December 31, 2010 due to the reclassification of common stock that was issued to the holder of a note payable.  The Company had originally recorded the issuance of the stock as a payment in full for the note and related costs. However, after a further review of the legal documents, it was determined that the debt was not satisfied. Instead, the ultimate resolution of the debt was contingent on events that were still unfolding. Other information that is required to be presented as of the most recent practicable date has also changed.

We have updated certain information and results in our “Risk Factors” section, our Notes to Consolidated Financial Statements (Unaudited), “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” "Unregistered Sales of Securities and Use of Proceeds," and "Other Information." Because of the errors that are being corrected, we have restated our belief that our internal controls over financial reporting were effective to conclude that they were not effective. 

Except as described above, no other changes have been made to Form 10-Q to update the information presented.  Therefore, this Amendment No. 1 on Form 10-Q does not reflect many events occurring after the filing of the Form 10-Q nor does it modify or update all disclosures made therein which may be affected by events subsequent to September 30, 2011.  Accordingly, information presented in many Items is unchanged and reflects disclosures made at the time of the original Form 10-Q, and this Amendment No. 1 should be read in conjunction with our filings and amendments thereto made with the SEC subsequent to the filing of the original Form 10-K for the year ended December 31, 2010.

1

VIEW SYSTEMS, INC.

FORM 10-Q/A

FOR THE PERIOD ENDED SEPTEMBER 30, 2011

INDEX

		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		4
	Consolidated Balance Sheets (Unaudited) as of September 30, 2011 and December 31, 2010		4
	Consolidated Statements of Operations (Unaudited) for the nine months and three months ended September 30, 2011 and for the nine months and three months ended September 30, 2010		5
	Consolidated Statements of Stockholders’ Deficit (Unaudited) for the nine months ended September 30, 2011		6
	Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2011 and September 30, 2010		7
	Notes to the Consolidated Financial Statements (Unaudited)		9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3.	Qualitative and Quantitative Disclosures About Market Risk		31
Item 4.	Controls and Procedures		31
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 3.	Defaults Upon Senior Securities		32
Item 4.	[Removed and Reserved]		32
Item 5.	Other information		32
Item 6.	Exhibits		33
SIGNATURES			34

2

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Information included in this Form 10-Q/A contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of View Systems, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

3

PART II – FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

View Systems, Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited)
ASSETS
	September 30,			December 31,
	2011			2010
	RESTATED			RESTATED
Current Assets
Cash	$	119		$	8,334
Accounts Receivable (Net of Allowance of $1,000)		212,276			78,449
Inventory		176,716			2,724
Total Current Assets		389,111			89,507
Property and Equipment (Net)		48,121			65,774
Other Assets
Licenses (Net)		708,466			787,186
Intellectual Property		147,507			147,507
Investment in Visisys, Ltd.		67,500			67,500
Deposits		29,563			2,872
Total Other Assets		953,036			1,005,065
Total Assets	$	1,390,268		$	1,160,346
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable	$	687,764		$	383,695
Accrued Expenses		220,937			151,839
Accrued Interest		84,698			46,363
Accrued Royalties		225,000			225,000
Loans from Stockholder		177,742			127,461
Notes Payable - Current Portion		301,970			374,764
Stock Settlement Payable		163,366			163,366
Deferred Revenue		241,765			158,270
Total Current Liabilities		2,103,242			1,630,758
Long-Term Debt
Note payable, Net of Current Portion		29,721			10,152
Total Liabilities		2,132,963			1,640,910
Stockholders' Deficit
Preferred Stock, Authorized 10,000,000 Shares, $.01 Par Value,
Issued and outstanding 1,589,647		15,896			-
Issued and outstanding 89,647		-			896
Common Stock, Authorized 950,000,000 Shares, $.001 Par Value,
Issued and Outstanding 133,179,400		133,179			-
Issued and Outstanding 97,410,092		-			97,410
Stock Settlement in Process		(163,366	)		(163,366	)
Additional Paid in Capital		22,717,747			22,538,400
Accumulated Deficit		(23,446,151	)		(22,953,904	)
Total Stockholders' Deficit		(742,695	)		(480,564	)
Total Liabilities and Stockholders' Deficit	$	1,390,268		$	1,160,346

The accompanying notes are an integral part of these consolidated financial statements.

4

View Systems, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Revenue	Restated						Restated
Products Sales and Installation	$	157,184		$	193,745		$	182,351		$	562,942
Extended Warranties		30,509			49,350			99,174			159,100
Total Revenue		187,693			243,095			281,525			722,042
Cost of Sales		103,400			34,112			114,254			195,038
Gross Profit		84,293			208,983			167,271			527,004
Operating Expenses
Business Development		8,954			35,212			39,797			89,190
General and Administrative		82,383			111,406			228,443			354,783
Professional Fees		22,490			61,523			105,010			188,273
Salaries and Benefits		43,309			63,443			204,577			184,054
Total Operating Expenses		157,136			271,584			577,827			816,300
Net Operating Expenses		(72,843	)		(62,601	)		(410,556	)		(289,296	)
Loss from Operations		(2,441	)		(62,601	)		(340,154	)		(289,296	)
Other Income (Expense)
Gain from Renegotiated Debt		19,247			42,502			19,247			42,502
Loss on Equity Transactions		(12,865	)		-			(48,106	)		-
Interest Expense		(23,327	)		(15,364	)		(52,832	)		(47,271	)
Total Other Income (Expense)		(16,945	)		27,138			(81,691	)		(4,769	)
Net Loss	$	(89,788	)	$	(35,463	)	$	(492,247	)	$	(294,065	)
Net Loss Per Share (Basic and Diluted)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Shares Outstanding (Basic and Diluted)		130,583,246			89,123,369			110,144,642			83,412,869

The accompanying notes are an integral part of these consolidated financial statements.

5

View Systems, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Deficit (Unaudited)
					Stock
					Settlement	Additional
	Preferred		Common		in Process-	Paid-in	Accumulated
	Shares	Amount	Shares	Amount	Note 13	Capital	(Deficit)

Balance, December 31, 2010	89,647	$	896	97,410,189	$	97,410	$	(163,366	)	$	22,538,400	$	(22,953,904	)
January - March 2011 - shares issued in payment of
accounts payable, notes payable and interest				5,030,303		5,030					35,273
April - June 2011 - shares issued for services,
notes and loans payable and accrued interest	1,500,000		15,000	25,546,600		25,547					125,901
July - September 2011 - shares issued for note payable				5,192,308		5,192					18,173
and accrued interest
Net loss for the period ended September 30, 2011													(492,247	)
Balance, September 30, 2011	1,589,647	$	15,896	133,179,400	$	133,179	$	(163,366	)	$	22,717,747	$	(23,446,151	)

The accompanying notes are an integral part of these consolidated financial statements.

6

View Systems, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
	For the Nine Months Ended
	September 30,
	2011			2010
	RESTATED
Cash Flows from Operating Activities:
Net Loss	$	(492,247	)	$	(294,065	)
Adjustments to Reconcile Net Loss to
Net Cash
Depreciation and Amortization		96,373			93,720
Common Stock Issued in Payment of Services		103,350			102,995
Preferred Stock Issued in Payment of Services		15,000			-
Gain from renetotiated debt		(19,247	)		(42,502	)
Loss from disposition of fixed assets		-			4,996
Proceeds from sale of fixed assets		-			2,036
Loss from Equity Transactions		48,106			-
Change in Operating Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable		(133,827	)		53,665
Inventory		(173,992	)		-
Deposits		(26,691	)		143
Increase (Decrease) in:
Accounts Payable and Accrued Expenses		343,976			19,303
Defferred Compensation		69,098			44,743
Accrued Interest		38,335			40,604
Deferred Revenue		83,495			(87,400	)
Net Cash Used in Operating Activities		(48,271	)		(61,762	)

Cash Flows from Investing Activities:

Purchase of Equipment		-			(259	)
Net Cash Used in Investing Activities		-			(259	)
Cash Flows from Financing Activities:
Loans received (paid) under a line of credit		-			(51,494	)
Principal payments on notes payable		(16,725	)		(7,170	)
Loans received under notes payable		-			50,000
Loans from Stockholders		56,781			8,934
Net Cash Provided by Financing Activities		40,056			270
Decrease in Cash		(8,215	)		(61,751	)
Cash at Beginning of Period		8,334			70,804
Cash at End of Period	$	119		$	9,053

The accompanying notes are an integral part of these consolidated financial statements.

7

View Systems, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Continued) (Unaudited)
	For the Nine Months Ended
	September 30,
	2011		2010
Non Cash Investing and Financing Activities:	RESTATED
Notes payable paid down with common stock	$	36,500	$	100,000
Accrued interest paid with common stock		-		76,538
Loans from shareholders repaid with common stock		6,500		-
Accounts payables paid with common stock		20,660		-
Cash Paid For:
Interest	$	3,625	$	5,260
Income Taxes	$	-	$	-

The accompanying notes are an integral part of these consolidated financial statements.

8

VIEW SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2011 AND DECEMBER 31, 2010

1.             NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

View Systems, Inc. (the “Company”) designs, develops, and sells computer software and hardware used in conjunction with surveillance capabilities.  The technology utilizes the compression and decompression of digital inputs.  In March 2002, the Company acquired Milestone Technology, Inc., which has developed a concealed weapons detection portal.  In July 2009, the Company acquired FibreXpress, Inc., which is a company that specializes in developing and selling equipment and components for the fiber optic and communication cable industries.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Milestone Technology, Inc. and FiberXpress, Inc.  All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America.  Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could differ from the estimates that were used.

Accounts Receivable

Accounts receivable consists of amounts due from customers.  Management periodically reviews the open accounts and makes a determination as to the ultimate collectability of each account.  Once it is determined that collection is in doubt the account is written off as a bad debt.  In order to provide for accounts that may become uncollectible in the future, the Company has established an allowance for doubtful accounts.  The balance of the allowance for doubtful accounts is based on management’s judgment and the Company’s prior experience with managing accounts receivable.

Revenue Recognition

The Company has three main products, namely the concealed weapons detection system, the visual first responder system and the Viewmaxx digital video system. In all cases revenue is considered earned when the product is shipped to the customer, installed (if necessary) and accepted by the customer as a completed sale. The concealed weapons detection system and the digital video system each require installation and training. The customer can engage us for installation and training, which is a revenue source separate and apart from the sale of the product. In those cases revenue is recognized at the completion of the installation and training and acceptance by the customer. However, the customer can also self-install or can engage another firm to provide installation and training. Each product has an unconditional 30 day warranty, during which time the product can be returned for a complete refund. Customers can purchase extended warranties, which provide for replacement or repair of the unit beyond the period provided by the unconditional warranty. Warranties can be purchased for various periods but generally they are for one year period that begins after any other warranties expire. The revenue from warranties is recognized on a straight line bases over the period covered by the warranty. Prior to the issuance of financial statements management reviews any returns subsequent to the end of the accounting period which are from sales recognized during the accounting period, and makes appropriate adjustments as necessary. Product prices are fixed or determinable and products are only shipped when collectability is reasonably assured.

During 2009 the Company began to engage in the business of installing fiber optics lines in multi-family housing.  The fiber optics company will engage us to install lines in various configurations or multiples of individual units.  Revenue is recognized at the completion of a certain number of units and after the fiber optics company has approved the installation as complete. In March 2011, the Company exited from this business.

Inventories

Inventories are stated at the lower of cost or market.  Cost is determined by the last-in-first-out method (LIFO).  All inventory as of September 30, 2011 and December 31, 2010 consisted of unassembled parts of products.

Property and Equipment

Property and equipment is recorded at cost and depreciated over their useful lives, using the straight-line and accelerated depreciation methods.  Upon sale or retirement, the cost and related accumulated depreciation are eliminated from the respective accounts, and the resulting gain or loss is included in the results of operations.  The useful lives of property and equipment for purposes of computing depreciation are as follows:

Equipment	5-7 years
Software tools	3 years

Repairs and maintenance charges which do not increase the useful lives of assets are charged to operations as incurred.  Depreciation expense for the periods ended September 30, 2011 and September 30, 2010 amounted to $17,100 and $15,000, respectively.

9

VIEW SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1.             NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets – Licenses and Intellectual Property

In connection with the acquisition on Milestone, the Company received, among other things, various licenses to use software that had been developed by INEEL (Idaho National Engineering and Environmental Laboratory).  In addition to the right to use this software, the Company also acquired, as a part of the Milestone purchase, various technical manuals, drawings, plans for hardware design and systems configuration and corporate expertise which, in total, comprised the intellectual property which is a significant element of the current secure scan system.   Milestone transferred the licenses to View Systems, Inc., and in November 2003, two separate licenses were signed in the name of View Systems with Bechtel BWXT Idaho, LLC (BBWI).

BBWI is the management and operating contractor of the INEEL under its Contract No. DE-AC07-99ID13727 (“M&O Contract”) and has the authorization, right and ability to grant the license of the Agreement.  The licenses allow View Systems to commercially develop, manufacture, use, sell and distribute processes and products embodying the U.S. Patent No. 6.150.810 “Method for Detecting the Presence of a Ferromagnetic Object Using Maximum and Minimum Magnetic Field Data”, and U.S. Patent Application S/N 10/623,372, “Communication Systems, Camera Devices, and Communication Methods”.

The valuation of the intellectual property in total consists of the cost of acquiring Milestone, that is, the difference of the cost paid for the entity vs. the value of the underlying assets and liabilities which was determined to be $1,626,854.  The cost is being amortized on a straight line basis over the remaining useful lives of the underlying patents, which at the date of the purchase was 15.5 years.  Amortization expense for the periods ended September 30, 2011 and December 31, 2010 was $78,720 and $104,958, respectively.  Consistent with ASC 410, the intellectual property was also analyzed to determine if any impairment existed at September 30, 2011 and December 31, 2010.  It was determined to be not impaired. The Company has fundamentally advanced the technology under which these licenses operate and it is in the process of filing for its own provisional patents.

Income Taxes

Deferred income taxes are recorded under the assets and liability method whereby deferred tax assets and liabilities are recognized for the future tax consequences, measured by enacted tax rates, attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carry forwards.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the rate change becomes effective.  Valuation allowances are recorded for deferred tax assets when it is more likely than not that such deferred tax assets will not be realized.

Research and Development

Research and development costs are expensed as incurred.

Advertising

Advertising costs are charged to operations as incurred.  Advertising costs for the periods ended September 30, 2011 and September 30, 2010 were $3,914 and $20,696.

.

Nonmonetary Transactions

Nonmonetary transactions are accounted for in accordance with Accounting Principles Board Opinion No. 29, “Accounting for Nonmonetary Transactions” which requires the transfer or distribution of a nonmonetary asset or liability to be based generally, on the fair value of the asset or liability that is received or surrendered, whichever is more clearly evident.

10

VIEW SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1.             NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial Instruments

For most financial instruments, including cash, accounts receivable, accounts payable and accruals, management believes that the carrying amount approximates fair value, as the majority of these instruments are short-term in nature.

Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss available to common stockholder by the weighted average number of common shares outstanding.  Diluted net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares and dilutive potential common share equivalents then outstanding.  Potential common shares consist of shares issuable upon the exercise of stock options and warrants in addition to shares that may be issued in the event that convertible debt is exchanged for shares of common stock.  The calculation of the net loss per share available to common stockholders for the periods ended September 30, 2011 and September 30, 2010 does not include potential shares of common stock equivalents, as their impact would be antidilutive.  The following reconciles amounts reported in the financial statements:

	Income			Weighted Shares		Per-share
	(Numerator)			(Denominator)		Amount
Nine months ended September 30, 2011
Loss from continuing operations which is the
amount  that is available to common stockholders	$	(492,247	)		110,144,642	$	(0.00	)
Nine months ended September 30, 2010
Loss from continuing operations which is the
amount  that is available to common stockholders	$	(294,065	)		83,412,869	$	(0.00	)

2.             GOING CONCERN

The Company has incurred and continues to incur, losses from operations.  For the nine months ended September 30, 2011 and September 30, 2010, the Company incurred net losses of $492,247 and $294,065, respectively.  In addition, certain notes payable have come due and the Company is in default.

Management is very actively working to cure these situations.  It has implemented major plans to for the future growth and development of the Company.  Management is in the process of renegotiating more favorable repayment terms on the notes payable and the Company anticipates that these negotiations will result in extended payment plans.  In addition, during 2011 and 2010, the Company implemented marketing and information strategies to increase public awareness of its products and thereby sales.  It has established new international markets which it believes will be the source for sales growth in the very near future.  It also was able to reduce the per-unit cost of manufacturing its products.  Additionally, the Company has increased the efficiency of its processes and focused its development efforts on products that appear to have greater sales potential.

Historically, the Company has financed its operations primarily through private financing; however, sales revenue during 2011 and 2010 and decreases in expenses during 2011 and 2010 made a significant contribution to working capital.  It is management’s intention to finance operations during the remainder of 2011 primarily through increased sales although there will still be a need for additional equity financing.  In addition, management is actively seeking out mergers and acquisitions which would be beneficial to the future growth of the Company.  There can be no assurance, however, that this financing will be successful and the Company may be required to further reduce expenses and scale back operations.

11

VIEW SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

3.             NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting.  The Company has reviewed the recently issued pronouncements and concluded that there are no new accounting standards are applicable to the Company.

4.             BUSINESS COMBINATION

The Company purchased 100% of the common stock of Milestone Technology, Inc., effective March 25, 2002.  The purchase was accomplished in two transactions.  The Company acquired 6% of Milestone in December 2001 in exchange for 500,000 shares of the Company’s common stock.  In March 2002, the Company acquired the remaining 94% of Milestone for 3,300,000 share of the Company’s common stock.  Based on the market value of the Company’s common stock ($0.55 per share in December and $0.31 per share in March) the total cost of the acquisition was $1,298,000.

Milestone Technology, Inc. was a developer of concealed weapons detections systems.  Its primary product was a walk-through detector that used advanced magnetic technology to accurately pinpoint the location, size, and numbers of concealed weapons. Milestone Technology, Inc. is not active.

5.           INTELLECTUAL PROPERTY

The Company advanced non-interest bearing funds of $147,507 as of September 30, 2011 and December 31, 2010 to a related corporation, The Fight Zone, Inc., (formerly Geoscopix, Inc.), which at one time was controlled by the Chief Executive Officer of the Company.  During 2010 that control was lost due to the restructuring of The Fight Zone, Inc. During periods prior to the emergence of The Fight Zone, Inc. that company, which was then known as Geoscopix, Inc. had been developing a three dimensionally lensed camera system which was titled as The Gator.  The Gator had promising potential industrial applications particularly in the construction industry.

The Fight Zone, Inc. is no longer capable of repaying the debt to the Company in cash however, in settlement of the debt; it has deeded the intellectual property known as The Gator to View Systems, Inc.   View Systems, Inc. plans to continue the development of the product and to bring it to market as soon as possible.  Accordingly the asset which was formerly reflected as the receivable from The Fight Zone, Inc. has been replaced and reclassified as intellectual property.

12

VIEW SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

6.             NOTES PAYABLE

Notes payable as of September 30, 2011 and December 31, 2010 consist of the following:

	2011		2010
Stockholder
An unsecured loan from a stockholder which is payable on demand with interest at 12%.	$	116,000	$	116,000
Lafayette Community Bank
A term loan secured by a stockholder, payable in five monthly installments of $6,175 commencing December 25, 2009 with a balloon payment in the amount $175,630 due in May 2011.  Interest accrues monthly at 7% per annum.		130,935		142,042
Stockholder
Demand loan, dated September 18, 2009 and payable with interest at 5% per month. The loan is secured by the Company’s accounts receivable. The note payable matured on December 17, 2009 became due and payable,  and is therefore in default.		50,000		50,000
Investor
Convertible promissory note payable on December 31, 2010 with interest at 8% per annum.  Upon meeting certain provisions the note can be converted to shares of common stock at $0.0033 per share.		0		37,000
Chase
Equipment loans to finance the purchases of two trucks, payable monthly in installments of $1,003, which include interest at 5.34% per annum.		34,756		39,874
TOTAL	$	331,691	$	384,916
Less Current Portion		29,271		10,152
Non-Current Portion	$	301,970	$	374,764

Principal payments for the next five years are as follows:

2011	$	301,920
2012		10,758
2013		11,294
2014 and beyond		7,719
TOTAL	$	331,691

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VIEW SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

7.             INCOME TAXES

For income tax purposes the Company has net operating loss carry forwards of $21,856,026 as of December 31, 2010 that may be used to offset future taxable income.  In the instance of future corporate acquisitions, the net operating losses may be used to offset the future taxable income of a qualifying subsidiary corporation which meets IRS regulations governing such situations.  The losses have accumulated since 1998 and they will start to expire in 2018.

The components of the net deferred tax asset as of December 31, 2010 are as follows:

Effect of net operating loss carry forward	$	9,179,531
Less evaluation allowance		(9,179,531	)
Net deferred tax asset	$	-

The components of income tax expense (benefit) are as follows:

	Period ended
	September 30,			September 30,
	2011			2010
Net loss per financial statements, which approximates net loss per income tax returns	$	(492,247	)	$	(294,065	)
Income tax expense (benefit) applying prevailing Federal and state income tax rates		(206,744	)		(123,507	)
Less valuation allowance		206,744			123,507
Net income tax expense (benefit)	$	-		$	-

Net income tax benefit is not recognized at this time because there is no reasonable expectation that the benefit will be realized in the future.

8.             CONVERTIBLE PREFERRED STOCK

In July 2005 the Company issued 7,171,725 shares of Series A Preferred Stock in payment of services.  The issuance had been previously authorized by the Board of Directors.  Each share of Series A Preferred Stock has a liquidation preference, in the event of liquidation of the corporation, of $0.01 per share before any payment or distribution is made to the holders of common stock.  Effective in 2010 the Series A Preferred can be converted into common stock in the ratio of 15:1.  Each share is entitled to fifteen votes and shall be entitled to vote on any matters brought to a vote by common stockholders.

During 2008 the Board of Directors approved a reverse split of the stock in which one new share of preferred stock was issued in exchange for each 80 shares of stock outstanding.  Accordingly, the total issued of preferred stock was adjusted from 7,171,725 shares to 89,647 shares.  The par value and the total authorized shares did not change.

During 2011 the Board of Directors authorized the issuance of an additional 1,400,000 shares of Series A Preferred Stock in payment of a loan from a shareholder in the amount of $64,000 and also in payment of services in the amount of $34,000. These additional shares can be converted to common stock in 2013.

Preferred Stock Issued for Services

During the nine months ended September 30, 2011 the Company issued the following compensatory shares outside of its existing Equity Incentive and Service Provider Plans at the discretion of the Board of Directors:

	2011
	Number of		Expense
	Shares		Recognized
Officers and employees		1,000,000	$	10,000
Independent contractors and consultants		500,000		5,000
Total		1,500,000	$	15,000

9.             OPERATING LEASE

The Company leases 3,600 sq. ft. of office and warehouse space at 1550 Caton Center Drive, Suites D and E, Baltimore, Maryland, under a three-year non-cancellable operating lease which expired in October 2008. A renewal of the lease expired on August 31, 2010, and the Company renewed the lease for one year commencing September 1, 2010 and expiring August 31, 2011.  The base rent had been $3,047 per month with an annual rent escalator of 3%.  Under the current renewal the monthly lease payment is $3,077.  Rent expense was $36,823 and $35,420 for the periods ended September 30, 2011 and September 30, 2010, respectively.

14

VIEW SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

10.           STOCK BASED COMPENSATION

During the periods ended September 30, 2011 and September 30, 2010 the Company granted restricted stock to independent contractors and consultants.

Restricted Stock Grants

Our 2000 Restricted Share Plan terminated automatically pursuant to the terms of its agreement on March 15, 2010.

On April 2, 2010 the Company adopted its 2010 Equity Incentive Plan.  Reserved for equity issuances under the Equity Incentive Plan are 50,000,000 shares of our common stock.  No equity issuances have been made from the 2010 Equity Incentive Plan.

On June 1, 2010 the Company adopted its 2010 Service Provider Stock Compensation Plan.  Reserved for equity issuances under the Service Provider Stock Compensation Plan are 50,000,000 shares of our common stock.  No equity issuances were made during the reporting period from the 2010 Service Provider Stock Compensation Plan.

During the nine months ended September 30, 2011 and September 30, 2010, the Company issued the following compensatory shares outside of its existing Equity Incentive and Service Provider Plans at the discretion of the Board of Directors:

	September 30, 2011				September 30, 2010
	Number of		Expense		Number of		Expense
	Shares		Recognized		Shares		Recognized
Officers and employees		7,000,000	$	46,200		500,000	$	15,000
Independent contractors and consultants		11,459,100		57,150		10,919,810		184,095
Total		18,459,100	$	103,350		11,419,810	$	199,095

Independent contractors and consultants’ expense was based on the estimated value of services rendered or the value of the common stock issued, if more reliably determinded.

Stock Options and Warrants

On April 2, 2010, the Company adopted its 2010 Equity Incentive Plan, which authorized, among other forms of incentives, the issuance of stock options.  Reserved for equity issuances under the 2010 Equity Incentive Plan are 50,000,000 shares of our common stock.  No equity issuances have been made from the 2010 Equity Incentive Plan.  Stock options, which may be tax qualified and non-qualified, are exercisable for a period of up to ten years at prices at or above market prices as established on the date of the grant.

11.           RELATED PARTY TRANSACTIONS

During the periods reflected on this report certain shareholders made cash advances to the Company to help with short-term working capital needs.  The total balance due on unstructured loans from shareholders amount to $177,742 at September 30, 2011 and $127,461 at December 31, 2010.  Loans from stockholders made with repayment terms are described in Note 6 above. The Board of Directors authorized the issuance of 1,000,000 Series A Preferred Stock in payment of a loan from a shareholder in the amount of $64,000. These shares can be converted to common stock in 2013.

12.JOINT VENTURE PROFIT SHARING

During 2011 the Company entered into an agreement with CRA, Inc. regarding a sale of 60 scanners to a municipal school system.  The agreement became active in the fourth quarter of 2011.  Pursuant to the agreement, CRA purchased all of the materials and paid substantially all of the costs involved in filling to 60-unit order. View Systems, Inc. assembled the products, shipped the scanners for installation, and billed the school system.  The terms of the agreement provide that each party is to share equally in the profits.   

13. STOCK SETTLEMENT PROCESS

During 2006 the Company negotiated a loan from an individual in the amount of $100,000. Under the terms of the loan it was to be repaid in full within one year together with interest at the rate of 15% per annum. The Company was unble to pay the loan when due, and under the threat of litigation the note holder was given 3,500,000 shares of common stock. The stock was issued on January 28, 2010. At that time the principal, accrued interest, and legal fees amounted to $163,366. Under the terms of a court ordered stipulation agreement, if the note holder was unable to liquidate the stock in full payment of the stipulated amount then the Company would be obligated to issue more stock to him to make up for the shortage. As a part of the agreement the note holder is required to account for proceeds realized from the sales of stock. The note holder has yet to report any stock sales so this settlement is considered to be in process.

14.           CORRECTION FOR DUPLICATIVE STOCK ISSUANCE

On January 13, 2010, we inadvertently issued a total of 10,000,000 shares of common stock to two of our directors who had previously been issued a total of 10,000,000 shares of common stock in December 2009.  The duplicative issuance did not affect the directors’ reporting of their actual stock holdings.  However, the duplicative stock issuance was recorded in our financial statements and reported on Form 10-Q for the period ended March 31, 2010.  We have reversed the expense item attributed to the duplicative stock issuance which results in a decrease in our expenses of $300,000.

15

VIEW SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

15.           RESTATEMENT

Due to accounting errors, the Company has restated its financial statements as of and for the period ended September 30, 2011 to reflect a correction to an understatement of deferred income that results from allocating the revenue received under extended warranty arrangements over the life of the warranty.  Also, in the original filing revenue was overstated due to recognition of sales prior to the installation of the products.  As a result of reducing sales revenue there was a corresponding reduction in cost of sales and accounts payable. In addition, the Company is restating the December 31, 2010 financial statements due to the reclassification of common stock that was issued to a holder of a note payable.  The Company had originally recorded the issuance of the stock as a payment in full for the note and related costs. However, after a further review of the legal documents, it was determined that the debt was not satisfied. Instead, the ultimate resolution of the debt was contingent on events that were still unfolding. The Company’s summarized financial statement elements comparing the restated financial statement elements to those originally filed are as follows:

COMPARISON OF FINANCIAL STATEMENTS ELEMENTS AT SEPTEMBER 30, 2011

	Original			Restated			Change
Consolidated Balance Sheet:
Accounts receivable	$	374,028		$	212,276		$	(161,752	)
Inventory		108,267			176,716			68,449
Total assets	$	1,483,571		$	1,390,268		$	(93,303	)
Accounts payable	$	782,797		$	687,764		$	(95,033	)
Stock settlement payable		-			163,366			163,366
Deferred income		-			241,765			241,765
Current liabilities		1,793,144			2,103,242			310,098
Total liabilities		1,822,865			2,132,963			310,098
Stock settlement in process		-			163,366			163,366
Accumulated earnings (deficit)
Beginning of period		(22,837,787	)		(22,953,904	)		(116,117	)
End of period		(23,206,116	)		23,446,151			240,035
Total stockholders’ equity (deficit)	$	( 339,294	)	$	(742,695	)	$	(403,401	)

Consolidated Statement of Operations:
Revenue	$	576,735		$	281,525		$	(295,210	)
Cost of sales		198,023			114,254			(83,769	)
Gross profit		378,712			167,271			(211,441	)
Operating expenses		575,968			577,827			1,859
Net operating income (loss)		(197,256	)		(410,556	)		(213,300	)
Revenue sharing		(70,135	)		-			70,135
Gain from renegotiated debt		-			19,247			19,247
Loss on equity transactions		-			(48,106	)		(48,106	)
Interest expense		(100,938	)		(52,832	)		48,106
Net loss	$	(368,329	)	$	(492,247	)	$	(123,918	)

16.           MODIFICATIONS TO FINANCIAL STATEMENT ACCOUNT GROUPINGS

The amount reported in the line items of expenses reflected on the consolidated statements of operations (unaudited) within the section for Operating Expenses have been changed to better reflect the nature of the expenses and to be consistent with how these accounts were reflected on the year-end financial statements.  The total of Operating Expenses have not changed materially from what was previously reported except for a small change which is reflected on the footnote regarding restatement.

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ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

EXECUTIVE OVERVIEW

The following analysis of our consolidated financial condition and results of operations for the nine months ended September 30, 2011 should be read in conjunction with the Consolidated Financial Statements and other information presented elsewhere in this quarterly report.

Overview

Management believes that heightened attention to personal threats, potential large scale destruction and theft of property in the United States along with spending by the United States government on Homeland Security will continue to drive growth in the market for security products.

Our current product lines are related to visual surveillance, intrusion detection and physical security.  In February 2010 we introduced a new product that we call the MINI (Mobile Intelligent Network Informer).  We have received multiple inquires about the need for such a device during 2008 and have invested engineering resources to create a working device.  In the fall of 2009 we discovered a device in China that fit our specifications closely so we decided to enter the market with that device instead of continuing to spend our own engineering dollars. We commenced Internet sales efforts of the MINI as a distributor in February 2010.  We had a net of seventeen sales in 2010. We did not have any sales during the first nine months of fiscal year 2011, which we believe resulted from our lack of available funding for marketing efforts. However, we generated revenues during the nine month period ended September 30, 2011 of $281,525, which consisted of Secure Scan, Viewmass, TM Series and service, warranty and training.

During 2009, the Company secured significant international sales opportunities for ViewScan in China and the Middle East through our respective local agents. However, no sales have occurred in China in 2010, and we have been unable to fill orders from the Middle East due to personnel issues in our product assembly locations.  We will continue to work closely with our overseas agents to assist them in securing new orders and to resolve our product assembly issues.  In addition we will seek new agents for as yet untapped markets for ViewScan and our range of security technologies.

We have been approached by certain entities that would make use of our public structure and/or our net tax loss carry-forward of approximately $21,856,026. However, it is our intention to continue to execute our current business plan until such time, if ever, that we conclude that an acquisition or merger will lead to greater value for our principals and shareholders. We have not entered into definite agreements or decisions about any business combination opportunities.  However, we continue to explore potential merger and acquisition options.

Our strategy for 2011 for ViewScan is to extend our sales and service provisions. To increase sales we offer demonstrations of our products to potential customers in specific geographical areas and at region - specific trade shows, such as sheriff’s conventions, court administrators’ meetings, civil support team, state police and dealer shows.   When a demonstration results in a sale of one of our products, then we attempt to expand that market by contacting other potential customers in the area, such as, correctional facilities, courthouses and other municipal buildings.   

In the short term, management plans to raise funds through sales of our common stock for fulfillment (manufacturing, packaging and shipment), which will set the stage for future orders becoming self funding.   Then the next phase of our business plan will be to raise additional funds through common stock offerings to provide working capital to finance several acquisitions and the integration of new technologies and businesses. We also intend to continue to strengthen our balance sheet by paying off debt either through exchange of equity for cancellation of debt obligations or the payment of debt obligations with cash.   

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When possible we have conserved our cash by paying employees, consultants, and independent contractors with our common stock.  As of March 2010, our outstanding equity compensation and equity incentive plans established in 1999 and 2000 had expired by their terms.  We implemented two new plans in April and June 2010, respectively.  On April 2, 2010, by majority shareholder consent, we adopted our 2010 Equity Incentive Plan.  Reserved for equity issuances under the Equity Incentive Plan are 50,000,000 shares of our common stock.  On June 1, 2010, by majority shareholder consent, we adopted our 2010 Service Provider Stock Compensation Plan.  Reserved for equity issuances under the Service Provider Stock Compensation Plan are 50,000,000 shares of our common stock.  On July 21, 2010, we registered the common stock issuable under the 2010 Equity Incentive Plan and the 2010 Service Provider Stock Compensation Plan.  A total of 100,000,000 shares are reserved for issuances under the two plans.

Correction to Previously Reported Shares Outstanding and Expenses

Our financial statements for the quarter ended March 31, 2010 and our reporting of shares outstanding on Form 10-Q for the quarter ended March 31, 2010 overstated our expenses from stock issuance by $300,000 and reported 10,000,000 more shares outstanding than was actually the case.  The error was caused by a duplicative January 13, 2010 instruction to our transfer agent to issue shares that had been issued in December 2009. The error did not affect the beneficial ownership reporting by shareholders.  We discovered the error and made an adjustment to our financial statements for the quarter ended March 31, 2010 by reversing the expense item attributed to the duplicative stock issuance which resulted in a decrease in our expenses of $300,000 and a corresponding increase in revenue. Because the adjustment was picked up in our report for the quarter ended June 30, 2010, we have presented our consolidated statements of operations and cash flows, which compare the periods ended June 30, 2011 with June 30, 2010, using the June 30, 2010 information without adjustment and as reported in our Form 10-Q for the period ended June 30, 2010.

Form S-1 Registration Statement Declared Effective

On October 7, 2010, we filed a registration statement on Form S-1 to register 50,000,000 shares of our common stock with the hope of raising up to $1 million.  The Form S-1 was declared effective by the U.S. Securities & Exchange Commission on March 25, 2011. The stated primary purposes of the offering are to obtain additional capital to: (1) facilitate product fulfillment (manufacturing, packaging and shipment), which we anticipate will enable future orders to be self funding; (2) provide working capital to finance corporate acquisitions and the integration of new technologies; and (3) retire debt through cash payment or the exchange of debt obligations with payment in registered Common Stock.  The registration statement also registered for resale 1,500,000 shares of restricted common stock issued to one of our consultants in exchange for forgiveness of debt.

Products and Services

Our current principal products and services include:

1. ViewScan Concealed Weapons Detection System

ViewScan, which is also sold under the name “Secure Scan”, is a walk-through concealed weapons detector which uses data sensing technology to accurately pinpoint the location, size and number of concealed weapons. This walk-through portal is controlled by a master processing board and a personal computer based unit which receives magnetic and video information and combines it in a manner that allows the suspected location of the weapon to be stored electronically and referenced.  Because ViewScan does not produce a graphic anatomical display of a scanned person, the Company does not believe that ViewScan is susceptible to privacy concerns raised about certain personnel scanners produced by other companies.

ViewScan products are distributed in three basic configurations; stand-alone units, portable units and integrated door systems.    

While electromagnetic induction systems of the type described above have been used for decades as concealed weapons detection systems, they are not without their problems.  For example, such electromagnetic induction systems are generally sensitive to the overall size, i.e., surface area of the object, including its mass. Consequently, small, compact, but massive objects, such as a small pistol, may not produce a "signature" that is significantly larger than the signature produced by a light weight object of the same or greater size, such as a cell phone or compact camera.   Another problem associated with electromagnetic induction systems is related to the fact that electromagnetic systems are sensitive to electrically conductive objects, regardless of whether they are magnetic or non-magnetic. That is, electromagnetic systems tend to detect non-magnetic objects, such as pocket change, just as easily as magnetic objects, such as weapons. Consequently, electromagnetic systems tend to be prone to false alarms.   In many circumstances, such false alarms need to be resolved by scanning the suspect with a hand-held detector in order to confirm or deny the presence of a dangerous weapon.

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ViewScan is designed to overcome the traditional shortcomings of electromagnetic induction scanners. The ViewScan portal uses an array of advanced magnetic sensors, each with internal digital signal processors.   The sensors communicate with the control unit's software which spatially places identified magnetic anomalies and visually places the location of the potential threat object with a red dot that is superimposed over a real time snapshot image of the person walking through the portal. Along with the snapshot, a graph displays the sensor data which automatically scales the signal strength of the individual sensors and cross-references them to the video image.   All of this information is brought together on a video screen that displays the image of the person, the location of the weapon(s) and the size of the weapon(s), depending on the intensity of the magnetic signature. The visual image allows the operator to determine what the object is without the need to conduct a personal search to locate the object and look at it.

The ViewScan system operates faster than ordinary metal detectors and can scan as high as 1,200 persons per hour.  Since the ViewScan technology does not use transmitters to produce electromagnetic induction, it does not pose a problem for pacemakers. The ViewSan self calibrates and does not need operator intervention or special calibration tools.

In 2004 we introduced the ViewScan product to the venue and stadium market.  In February 2005 we tested the ViewScan at the pre-game venues of the Super Bowl football game in Jacksonville, Florida.  During that installation, the portal scanned up to 3,000 to 4,000 people and at various times throughput ranged from approximately 600 to 1,200 persons per hour.

During 2005 we contracted with the University of Northern Florida to design new sensor boards for the ViewScan product which has allowed us to reduce the installed sensor cost by a factor of four. The new lower costs allow us to offer price points to the market which compete directly with traditional metal detectors.

In February 2006 we demonstrated a ViewScan product with a precision optical biometric fingerprint terminal.   As expected, the demand for biometric interfaces has increased significantly.   In addition to verifying that an individual is not carrying guns, knives and sometimes cameras, the units can perform multi-modal double and triple identity checks, including: fingerprint, facial, iris, drivers license and employee identification card verification.

Today we sell these units for an average retail price of approximately $9,000 with a one year extended warranty.  We feel the new reduced price points and enhanced interface abilities will allow us to be more competitive, along with the advantages of three to four times the throughput rate, non-contact imaging and permanent visual storage, and a log of all individuals scanned.  We have been making additional cost reductions through economies of scale and larger scale integration by taking advantage of ongoing computer component improvements.

2. Multi-Mission Mobil Video

The Multi-Mission Mobil Video (MMV) is a lightweight, wireless camera system housed in a tough, waterproof body.   The camera system sends back real-time images to a computer or video monitor at the command post located outside the exclusion zone or containment area.   The MMV is able to transmit high quality video in the most difficult environments. The image is received from the MMV and displayed on a monitor and can be easily recorded using a common camcorder or VCR with video input. The camera can be completely submerged for fast and easy decontamination.

The MMV also uses an Extension Link which is a separate transmitter and receiving system that increases the operating range of the MMV. The Extension Link has field-selectable channels to avoid interference at longer distances.   We have also incorporated a video encryption feature that allows first responders to transmit on-scene video to the command post without the data being intercepted by unwanted parties.

The complete MMV is fully deployed by one person in a stand alone configuration in less than 10 minutes. The system is battery operated and can operate for eight continuous hours using one set of spare camera batteries. We sell this base product for approximately $9,000 retail, but the cost can be as high as $18,500 depending on additional special features such as the extension link and encryption capabilities.

This new product allows hands-free operation of the unit because it allows the person to wear the unit with a helmet mounted monocle.

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3. ViewMaxx Digital Video System

ViewMaxx is a high-resolution, digital video recording and real-time monitoring system. This system can be scaled to meet a specific customer's needs by using anywhere from one camera up to 32 surveillance cameras per each ViewMaxx unit.   The system uses a video capture card recording which translates closed-circuit television analog video data (a format normally used by broadcasters for national television programs) to a computer readable digital format to be stored on direct access digital disk devices rather than the conventional television format of video tape.

ViewMaxx offers programmable recording features that can eliminate the unnecessary storage of non-critical image data.   This ability allows the user to utilize the digital disk storage more efficiently.   The ViewMaxx system can be programmed to satisfy each customer's special requirements, be it coverage which is continuous, or only when events are detected.   For example, it can be programmed to begin recording when motion is detected in a surveillance area, or a smaller field of interest within the surveillance area, and can be programmed to notify the user with an alarm or message.

Viewing of the stored digital images can be performed locally on the computer's video display unit or remotely through the customer's existing telecom systems or data network. It also uses a multi-mode search tool to quickly play back files with simple point and click operations. The search mode parameters can be set according to a specific monitoring need, such as: certain times of day, selected areas of interest in the field of view or breaches of limit areas. These features and abilities avoid the need to review an entire, or many, VCR tapes for a critical event.

Our ViewMaxx products include the following features:

● Use any and all forms of telecommunications, such as standard telephone lines;

● Video can be monitored 24 hours a day by a security monitoring center;

● Local and remote recording, storage and playback for up to 28 days, with optional additional storage capability;

● The system may be set to automatically review an area in a desired camera sequence;

● Stores the video game image according to time or a criteria specified by the customer and retrieves the visual data selectively in a manner that the customer considers valuable or desirable;

● The system may trigger programmed responses to events detected in a surveillance area, such as break-ins or other unauthorized breaches of the secured area;

● Cameras can be concealed in ordinary home devices such as smoke detectors;

● The system monitors itself to insure system functionality with alert messages in the event of covert or natural interruption; and

● Modular expansion system configuration allows the user to purchase add-on components at a later date.

Depending on the features of a particular system the retail price including installation can range from approximately $5,000 up to $50,000.

4. Additional Applications and Integration of ViewScan and ViewMaxx

We also offer integration of other products with ViewScan or ViewMaxx.   Biometric verification is a system for recognizing faces and comparing them to known individuals, such as employees or individuals wanted by law enforcement agencies. This product can be interfaced with ViewScan and/or ViewMaxx to limit individual access to an area.   ViewScan and/or ViewMaxx can be coupled with magnetic door locks to restrict access to a particular area.   We also offer a central monitoring or video command center for ViewScan or ViewMaxx products.

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5.  The MINI

The MINI (Mobile Intelligent Network Informer) is a portable, wireless watchdog communication device that checks for intrusion into uninhabited areas such as foreclosed houses, storage spaces and vacation homes.  The MINI senses motion and sends text messages to a user's cell phone. Property and remote assets may be guarded by this innovative device that requires no plug-in electricity, no physical phone line and no monitoring service. The MINI runs on batteries and one configuration of the system can even send a photo of the intruder to the user's cell phone.   Camera settings can be controlled and changed via SMS commands.

We license the MINI from its manufacturer and act as a distributor.  We established a dedicated e-commerce platform for the direct sale of this innovative product, which went online in February 2010.  We are marketing the MINI to large potential users, such as real property managers, as well as retail customers through the www.minicamsim.com website. We have had non-material amounts of revenue from MINI sales thus far, which we attribute to a lack of advertising funds and market awareness.

6. Network Services

View Systems Inc. Network Services group supplies integrated electronic security and control systems for commercial and industrial applications throughout the Mid Atlantic area.

The Network Services group specializes in the installation of complex electronic control systems which typically include access control, parking and vehicular control, closed circuit television surveillance, audio intercommunication, and proprietary alarm monitoring systems in commercial and multi-tenant residential applications. The Network Service's true specialty is the integration of two or more of these subsystems into one complete and easy to operate package with all subsystems being highly integrated and easy to manage.   

The installation of fiber optic backbones is a primary focus of Network Services.  Since March 2009 we have been a subcontractor of MasTec North America, Inc. for the installation of fiber optic cable networks.  Using a credit line provided by Lafayette Commercial Bank, in 2009 we spent more than $200,000 to purchase tools and equipment to enhance our fiber optic installation capability. Payment (less a 10% holdback) for our services is expected at 45 days after completion of each project.

We exited this business in March 2011.

7. FiberXpress, Inc.

On July 24, 2009 we entered into an asset purchase agreement to acquire FiberXpress, Inc., a company that sells specialist data network related products through its Internet web site.  The transaction closed on September 15, 2009 with an exchange of stock and the hiring of William Paul Price. The acquisition has not been material to our financial statements.  The FiberXpress acquisition has not resulted in meaningful sales, and we are looking for suitable options.

8. Visisys Ltd .

The status of View Systems’ partnership with Visisys is uncertain.  There were no sales in either 2011 or 2010 from this partnership, and we may terminate the relationship in the coming months.

9.   Training and Service Programs

We offer support services for our products which include:

● On site consulting/planning with customer architect and engineers,

● Installation and technical support,

● Training and "Train the Trainer" programs, and

● Extended service agreements.

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RESULTS OF OPERATIONS

The following discussions are based on our consolidated financial statements, including our subsidiaries.  These charts and discussions summarize our financial statements for the nine months ended September 30, 2011 and September 30, 2010 and should be read in conjunction with the financial statements, and notes thereto, included with our Amendment No. 2 to Form 10-K/A for the year ended December 31, 2010.

SUMMARY COMPARISON OF OPERATING RESULTS*
	Nine months ended September 30,
	2011			2010
		Restated
Revenues, net	$	281,525		$	722,042
Cost of sales		114,254			195,038
Gross profit (loss)		167,271			527,004
Total operating expenses		577,827			816,300
Profit (Loss) from operations		(410,556	)		(289,296	)
Total other income (expense)		(81,691	)		(4,769	)
Net income (loss)	$	(492,247	)	$	(294,065	)
Net income (loss) per share	$	(0.00	)	$	(0.00	)

________

*  Please see our discussion of the effect of a restatement as disclosed in the financial information in footnote 15 and of the reversal of an expense item attributed to duplicative stock issuances, which resulted in a decrease in expenses of $300,000 during the three-month period ended March 31, 2010 as disclosed in the financial information in footnote 14 entitled “Correction for Duplicative Stock Issuance”.

Nine Month Period Ended September 30, 2011 Compared to Nine Month Period Ended September 30, 2010.

Our net loss for the nine month period ended September 30, 2011 was ($492,247) compared to a net loss of ($294,065) during the nine month period ended September 30, 2010 (an increase in net loss of $198,182). We generated net revenues of $281,525 during the nine month period ended September 30, 2011 compared to $722,042 during the nine month period ended September 30, 2010 (a decrease in net revenue of $440,517). Revenue is considered earned when the product is shipped to the customer.  The concealed weapons system and the digital video system each require installation and training.  Training is a revenue source separate and apart from the sale of the product.  In those cases revenue is recognized at the completion of the installation and training.   

We have experienced a decrease in sales of our products which resulted in decreased revenues for the nine month period ended September 30, 2011 compared to the nine month period ended September 30, 2010. We believe the decreased revenue is the result of the domestic and worldwide down turn of the economy. We also believe that the decreased revenue is the result of inadequate funding for marketing expenses. We have inquiries for quotes from various countries, including Turkey, Lebanon and Georgia.  Management anticipates that increases in revenues may resume if these sales and marketing channels are successfully developed.  We intend to continue to establish local sales and service offices in geographic areas where we have already completed sales.  

Cost of goods sold decreased during the nine month period ended September 30, 2011 to $114,254 from $195,038 incurred during the nine month period ended September 30, 2010, resulting in a gross profit of $167,271 for the nine month period ended September 30, 2011 compared to a gross profit of $527,004 for the nine month period ended September 30, 2010. During the nine month period ended September 30, 2011, the trend of decreasing cost of goods sold was due to a decrease in associated costs related to the components of our security-related products, which is based on general overall economic factors. We believe that this trend is temporary. We believe that our products will resume their popularity when government budgets have been reinstated. Going forward, our efforts and our attention are focused on future fiber (FIOS) data installation work and other opportunities in the video surveillance market.

Also, product shipments may require more lead-time and may be delayed for a variety of reasons beyond our control, including additional time necessary to conduct product inspections prior to shipping, design or specification changes by the customer, the customer's need to prepare an installation site, and delays caused by other contractors on the project.  We have a back log because we do not hold unsold units in inventory.

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The increase of margins from quarter to quarter was primarily the result of decreased costs and due to an increase in volume of units shipped. Management realizes that the relative margins of each product line will increase with higher volume and decrease with lower volume.  

Inflation has not been a significant factor in either our price points nor in the cost of products sold.  The sales cycles are long and cross budget and annual review boundaries.  The approval for purchase process is affected by both federal funds being available and state decisions interacting with local needs and review of safety and homeland security committees comprised of sheriffs, police, fire and SWAT teams.  We have not found elasticity in price affecting decision for purchase or approval.

During the nine month period ended September 30, 2011, we incurred operating expenses of $577,827 compared to $816,300 incurred during the nine month ended September 30, 2010 (a decrease of $238,473). These operating expenses incurred during the nine month period ended September 30, 2011 consisted of: (i) business development of $39,197 (2010: $89,190); (ii) general and administrative of $228,443 (2010: $354,783); (iii) professional fees of $105,010 (2010: $188,273) and (iv) salaries and benefits of $204,577 (2010: $184,054).

Operating expenses incurred during the nine month period ended September 30, 2011 compared to the nine month period ended September 30, 2010 decreased primarily due to the decrease in general and administrative expenses of $126,340, the decrease in professional fees of $83,263, and the decrease in business development expenses of $49,993. The decrease in business development, professional fees and general and administrative relates primarily to decrease in the general scope of our business operations. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.

Our net operating loss during the nine month period ended September 30, 2011 was ($410,556) compared to a net operating loss of ($289,296) during the nine month period ended September 30, 2010.

During the nine month period ended September 30, 2011, other expense in the amount of ($81,691) (2010: ($4,769)) was incurred. Other expense incurred during the nine month period ended September 30, 2011 consisted of: (i) loss on equity transactions of $48,106 (2010: $-0-); and (ii) interest expense of $52,832 (2010: $47,271). Other expense incurred during the nine month period ended September 30, 2011 was offset by $19,247 in gain from  restructured debt (2010: $42,502). This resulted in net loss of ($492,247) for the nine month period ended September 30, 2011 compared to a net loss of ($294,065) for the nine month period ended September 30, 2010. The weighted average number of shares outstanding was 110,144,642 for the nine month period ended September 30, 2011 compared to 83,412,869 for the nine month period ended September 30, 2010.

Three Month Period Ended September 30, 2011 Compared to Three Month Period Ended September 30, 2010.

Our net loss for the three month period ended September 30, 2011 was ($89,788) compared to a net loss of ($35,463) during the three month period ended September 30, 2010 (an increase in net loss of $54,325).  We generated net revenues of $187,693 during the three month period ended September 30, 2011 compared to $243,095 during the three month period September 30, 2010.

Cost of goods sold increased during the three month period ended September 30, 2011 to $103,400 from $34,112 during the three month period ended September 30, 2010 resulting in a gross profit of $84,293 for the three month period ended September 30, 2011 compared to a gross profit of $208,983 for the three month period ended September 30, 2010.

During the three month period ended September 30, 2011, we incurred operating expenses of $157,136 compared to $271,584. These operating expenses incurred during the three month period ended September 30, 2011 consisted of: (i) business development of $8,954 (2010: $35,212); (ii) general and administrative of $82,383 (2010: $111,406); (iii) professional fees of $22,490 (2010: $61,523) and (iv) salaries and benefits of $43,309 (2010: ($63,443).

Operating expenses incurred during the three month period ended September 30, 2011 compared to the three month period ended September 30, 2011 decreased primarily due to the decrease in general and administrative of $29,023, the decrease in business development of $26,258, and the decrease in salaries and benefits of $20,134.

Our net operating loss during the three month period ended September 30, 2011 was a loss of $(2,441) compared to a net operating loss of ($62,601) during the three month period ended September 30, 2010.

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During the three month period ended September 30, 2011, other expense in the amount of ($16,945) was incurred compared to other income of $27,138 incurred during the three month period ended September 30, 2010. Other expense incurred during the three month period ended September 30, 2011 consisted of: (i) loss on equity transactions of $12,865 (2010: $-0-); and (ii) interest expense of $23,327 (2010: $15,364). Other expense incurred during the three month period ended September 30, 2011 was offset by a gain from restructured debt in the amount of $19,247 (2010: $42,502) This resulted in net loss of ($89,788) for the three month period ended September 30, 2011 compared to net loss of ($35,463) for the three month period ended September 30, 2010. The weighted average number of shares outstanding was 130,583,246 for the three month period ended September 30, 2011 compared to 89,123,369 for the three month period ended September 30, 2010.

LIQUIDITY AND CAPITAL RESOURCES

Nine Month Period Ended September 30, 2011

As at the nine month period ended September 30, 2011, our current assets were $389,111 and our current liabilities were $2,103,242, which resulted in a working capital deficit of $1,714,131. As at the nine month period ended September 30, 2011, current assets were comprised of: (i) $119 in cash; (ii) $212,276 in accounts receivable (net of allowance of $1,000); and (iii) $176,716 in inventory. As at the nine month period ended September 30, 2011, current liabilities were comprised of: (i) $687,764 in accounts payable; (ii) $220,937 in accrued expenses; (iii) $84,698 in accrued interest; (iv) $225,000 in accrued royalties; (v) $177,742 in loan from shareholder; (vi) $301,970 in note payable; (vii) stock settlements payable of $163,366; and (viii) deferred revenue of $241,765.

As at the nine month period ended September 30, 2011, our total assets were $1,390,268 comprised of: (i) current assets in the amount of $389,111; (ii) licenses valued at $708,466; (iii) $147,507 in valuation of intellectual property; (iv) $67,500 in investment; and (v) $29,563 in deposits. The increase in total assets during the nine month period ended September 30, 2011 from fiscal year ended December 31, 2010 was due primarily due to the increases in accounts receivable and inventory.

As at the nine month period ended September 30, 2011, our total liabilities were $2,132,963 comprised of: (i) current liabilities in the amount of $2,103,242; and (ii) notes payable of $29,721.  The increase in liabilities during the nine month period ended September 30, 2011 from fiscal year ended December 31, 2010 was primarily due to the increase in current liabilities in accounts payable, accrued expenses, loans from shareholder, accrued interest and deferred revenue.

Stockholders’ equity (deficit) increased from ($480,564) for fiscal year ended December 31, 2010 to ($742,695) for the nine month period ended September 30, 2011.

Cash Flows from Operating Activities

We have negative cash flows from operating activities during the period. For the nine month period ended September 30, 2011, net cash flows used in operating activities was ($48,271) consisting primarily of net loss of ($492,247). Net cash flows used in operating activities was adjusted by $96,373 in depreciation and amortization, $103,350 in common stock issued in payment of services, $48,106 in loss from equity transactions,  gain from renegotiated debt of $19,247 and $15,000 in preferred stock issued in payment of services. Net cash flows used in operating activities was further changed by an increase in accounts payable of $343,976, accrued expenses of $69,098 and accrued interest of $38,335. Net cash flows used in operating activities was further changed by increases in deferred revenue of $83,495, accounts receivable of $133,827, inventories of $173,992 and deposits of $26,691.

Cash Flows from Investing Activities

For the nine month period ended September 30, 2011, there were no net cash flows used in investing activities.

Cash Flows from Financing Activities

We have financed our operations primarily from the generation of revenues and from either advancements or the issuance of equity and debt instruments. For the nine month period ended September 30, 2011, net cash flows provided from financing activities was $40,448 consisting of $57,781 in loans from shareholders which was offset by $16,725 in principal payments on notes payable.

We expect that working capital requirements will continue to be funded through a combination of our existing funds, revenues, cash flow, debt financing and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

During 2011 the Company entered into an agreement with CRA, Inc. regarding a sale of 60 scanners to a municipal school system.  The agreement became active in the fourth quarter of 2011. Pursuant to the agreement, CPA purchased all of the materials and paid substantially all of the costs involved in filling to 60-unit order. View Systems, Inc. assembled the products, shipped the scanners for installation, and billed the school system.  The terms of the agreement provide that each party is to share equally in the profits. 

PLAN OF OPERATION AND FUNDING

We have incurred losses for the past two fiscal years and had a net loss of $492,947 for the nine month period ended September 30, 2011. We had insufficient funds to deliver our backlog in the last nine months of 2011.  Our revenues from several product sales have been increasing and some others decreasing but are not sufficient to cover all of our operating expenses. Our auditors have expressed substantial doubt that we can continue as a going concern.  We are continuing to push sales and control costs.

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On March 25, 2011, the Securities and Exchange Commission declared effective a registration statement registering an offering of common stock which we anticipate will fund growth and acquisitions during the coming year.  We have re-audited our financial statements for the year ended December 31, 2008 as a result of the Securities and Exchange Commission’s concerns that our principal accountant was not independent at the time that the audit of our 2008 financial statements was conducted.  The re-audited financial statements are included in Form 10-K/A to the 2008 10-K, which was filed with the Securities and Exchange Commission on January 14, 2010.

Management intends to finance our 2011 operations primarily with the revenue from product sales and any cash short falls will be addressed through equity or debt financing, if available.  We have the present ability to raise cash using an effective Form S-1 registration statement, provided that we are able to self-underwrite the offering or find a suitable investment banker willing to underwrite the offering in whole or in part.  Management expects revenues will continue to increase but not to the point of profitability in the short term.  We will need to continue to raise additional capital, both internally and externally, to cover cash shortfalls and to compete in our markets.  At our current revenue levels management believes we will require an additional $1,200,000 in equity financing during the next 12 months to satisfy our cash requirements of approximately $100,000 per month for operations and to facilitate our business plan.  

These operating costs include cost of sales, general and administrative expenses, salaries and benefits and professional fees related to contracting engineers.  We have insufficient financing commitments in place to meet our expected cash requirements for 2011 and we cannot assure you that we will be able to obtain financing on favorable terms.  If we cannot obtain financing to fund our operations in 2011, then we may be required to reduce our expenses and scale back our operations.

Commitments and Contingent Liabilities

We lease 3,600 sq. ft. of office and warehouse space at 1550 Caton Center Drive, Suites D and E, Baltimore, Maryland, under a three year non-cancellable operating lease which expired in October 2008. A recent renewal of the lease expired on August 31, 2010, and we again renewed the lease for one year which commenced September 1, 2010 and which expired August 31, 2011.  At this time the rent is on a month to month basis however we are currently negotiating a new one-year lease for the same facility. The base rent had been $3,047 per month with an annual rent escalator of 3%.  Under the current renewal the monthly lease payment is $3,077.  Rent expense was $36,823 and $47,789 for the periods ended September 30, 2011 and December 31, 2010, respectively.

Our total current liabilities increased to $2,103,242 at September 30, 2011 compared to $1,630,758 at December 31, 2010.

As of September 30, 2011, our short and long term notes payable consist of the following:

●   We have an unsecured convertible loan from a former director, William D. Smith, in the principal amount of $116,000.  The holder of the note has been receiving interest payments irregularly in the form of cash and common stock.  The amount currently outstanding is $116,000.

●   We have a term loan arranged for and secured by our Director Dr. Bagnoli in the amount of $200,000 of which the outstanding balance is $130,935.  Interest is payable monthly at 7% per annum and the loan is due during 2010.  The line of credit was used to purchase inventory and equipment for our fiber optics business.

●   We have two vehicles financed in 2009 through Chase Auto Finance in the principal amounts of $34,756.  Combined payments are $1,003 per month which includes interest at 5.34%.  The loans are for 60 months with the final payments due in July 2014. 

●   We are in default of a September 18, 2009 demand loan payable to an investor which was due December 17, 2009 in the amount of $50,000.  Interest has accrued at 5% per month since December 17, 2009. The loan is secured by our accounts receivable.

●   We have a convertible promissory note in the amount of $50,000 payable on December 31, 2010 with interest at 8% per annum. The loan is convertible into  shares of common stock at $0.0033 per share..  During 2010, we issued 2,066,820 shares which paid for accrued interest and principal of $13,000. During 2011 sufficient shares were issued to pay off the loan in full.  The balance due at September 30, 2011 was $-0-.

●   A loan of $100,000 was due in full on November 1, 2007 with interest at 7%.  The holder of this note has demanded payment and has chosen to convert to equity.  In February 2010, agreement was reached with the holder of the loan due on November 1, 2007. The Holder agreed to accept 3,500,000 common shares in payment, which he will liquidate to realize the principal sum of $100,000 plus associated costs and fees. The total due under this loan at the date of settlement in January 2010 was $163,366.27. Should the holder not realize $163,366.27 from the sale of 3,500,000 shares, then he will be granted additional shares to resolve any shortfall, provided his sales have been in good faith.

●   During the nine month period ended September 30, 2011, certain shareholders made cash advances to us to help with short-term working capital needs. The total additions to loans from shareholders with unstructured payment plans amounted to $6,934 during 2010 and $50,331 during the nine month period ended September 30, 2011. The total balance due on unstructured loans from shareholders is $177,742 at September 30, 2011.

During 2011 the Company entered into an agreement with CRA, Inc. regarding a sale of 60 scanners to a municipal school system.  The agreement became active in the fourth quarter of 2011. Pursuant to the agreement, CRA purchased all of the materials and paid substantially all of the costs involved in filling to 60-unit order. View Systems, Inc. assembled the products, shipped the scanners for installation, and billed the school system.  The terms of the agreement provide that each party is to share equally in the profits. 

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Critical Accounting Policies

The Company has three main products, namely the concealed weapons detection system, the visual first responder system and the Viewmaxx digital video system. In all cases revenue is considered earned when the product is shipped to the customer, installed (if necessary) and accepted by the customer as a completed sale. The concealed weapons detection system and the digital video system each require installation and training. The customer can engage us for installation and training, which is a revenue source separate and apart from the sale of the product. In those cases revenue is recognized at the completion of the installation and training and acceptance by the customer. However, the customer can also self-install or can engage another firm to provide installation and training. Each product has an unconditional 30 day warranty, during which time the product can be returned for a complete refund. Customers can purchase extended warranties, which provide for replacement or repair of the unit beyond the period provided by the unconditional warranty. Warranties can be purchased for various periods but generally they are for one year period that begins after any other warranties expire. The revenue from warranties is recognized on a straight line bases over the period covered by the

warranty. Prior to the issuance of financial statements management reviews any returns subsequent to the end of the accounting period which are from sales recognized during the accounting period, and makes appropriate adjustments as necessary. Product prices are fixed or determinable and products are only shipped when collectability is reasonably assured.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates of particular significance in our financial statements include annual tests for impairment of our licenses. These estimates could likely be materially different if events beyond our control, such as changes in government regulations that affect the usefulness of our licenses or the introduction of new technologies that compete directly with our licensed

technologies affect the value of our licenses. Management also makes estimates on the useful life of our licenses based on the following criteria:

● Whether other assets or group of assets are related to the useful life of the licenses,

● Whether any legal, regulatory or contractual provisions will limit the use of the assets,

● We evaluate the cost of maintaining the license,

● We consider the possible effects of obsolescence, and

● Whether there is maintenance or any other costs associated with the license.

Risk Factors, including Going Concern Opinion

You should carefully consider the risks, uncertainties and other factors identified below because they could materially and adversely affect our business, financial condition, operating results and prospects and could negatively affect the market price of our Common Stock. Also, you should be aware that the risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we do not yet know of, or that we currently believe are immaterial, may also impair our business operations and financial results. Our business, financial condition or results of operations could be harmed by any of these risks. The trading price of our Common Stock could decline due to any of these risks, and you may lose all or part of your investment.   In assessing these risks you should also refer to the information contained in or incorporated by reference to Amendment No. 2 to our Form 10-K for the year ended December 31, 2010, including our financial statements and the related notes thereto.

WE HAVE EXPERIENCED HISTORICAL LOSSES AND A SUBSTANTIAL ACCUMULATED DEFICIT. IF WE ARE UNABLE TO REVERSE THIS TREND, WE WILL LIKELY BE FORCED TO CEASE OPERATIONS.

We have incurred losses for the past two fiscal years which consists of a net loss of $1,761,019 for 2011 and had a net loss of $555,145 at December 31, 2010.  We had a net loss of $492,247 for the nine months ended September 30, 2011. In addition, at September 30, 2011, the Company had an accumulated deficit of $23,446,151.  Our operating results for future periods will include significant expenses, including new product development expenses, potential marketing costs, professional fees and administrative expenses, and will be subject to numerous uncertainties. As a result, we are unable to predict whether we will achieve profitability in the future, or at all.

WE HAVE A WORKING CAPITAL DEFICIT AND SIGNIFICANT CAPITAL REQUIREMENTS. SINCE WE WILL CONTINUE TO INCUR LOSSES UNTIL WE ARE ABLE TO GENERATE SUFFICIENT REVENUES TO OFFSET OUR EXPENSES, INVESTORS MAY BE UNABLE TO SELL OUR SHARES AT A PROFIT OR AT ALL.

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The Company has a net loss of $492,247 for the nine months ended September 30, 2011 and net cash used in operation activities of $48,663 for the nine months ended September 30, 2011. Because the Company has not yet achieved or acquired sufficient operating capital and given these financial results along with the Company’s expected cash requirements in 2011, additional capital investment will be necessary to develop and sustain the Company’s operations.

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS RAISED DOUBT OVER OUR CONTINUED EXISTENCE AS A GOING CONCERN.

We have incurred substantial operating and net losses, as well as negative operating cash flow and do not have financing commitments in place to meet expected cash requirements for the next twelve months.   

Our net loss for the nine months ending September 30, 2011 was $492,247 and our net loss for the nine months ending September 30, 2010 was $294,065. Our accumulated deficit was $23,446,151 at September 30, 2011. We are unable to fund our day-to-day operations through revenues alone and management believes we will incur operating losses for the near future while we expand our sales channels. While we have expanded our product line and expect to establish new sales channels, we may be unable to increase revenues to the point that we attain and are able to maintain profitability. As a result we rely on private financing to cover cash shortfalls.

As a result, we continue to have significant working capital and stockholders’ deficits including a substantial accumulated deficit at September 30, 2011. In recognition of such, our independent registered public accounting firms have included explanatory paragraphs in their respective reports on our consolidated financial statements for the fiscal years ended December 31, 2011 and December 31, 2010 that expressed substantial doubt regarding our ability to continue as a going concern.

WE NEED ADDITIONAL EXTERNAL CAPITAL AND IF WE ARE UNABLE TO RAISE SUFFICIENT CAPITAL TO FUND OUR PLANS, WE MAY BE FORCED TO DELAY OR CEASE OPERATIONS.

Based on our current growth plan we believe we may require approximately $1,200,000 in additional financing within the next twelve months for operations and to develop our sales channels.  Our success will depend upon our ability to access equity capital markets and borrow on terms that are financially advantageous to us. However, we may not be able to obtain additional funds on acceptable terms. If we fail to obtain funds on acceptable terms, then we might be forced to delay or abandon some or all of our business plans or may not have sufficient working capital to develop products, finance acquisitions, or pursue business opportunities.  If we borrow funds, then we could be forced to use a large portion of our cash reserves, if any, to repay principal and interest on those loans.  If we issue our securities for capital, then the interests of investors and stockholders will be diluted.  We are attempting to raise up to $1 million through a registered offering of securities.

WE ARE CURRENTLY DEPENDENT ON THE EFFORTS OF RESELLERS FOR OUR CONTINUED GROWTH AND MUST EXPAND OUR SALES CHANNELS TO INCREASE OUR REVENUES AND FURTHER DEVELOP OUR BUSINESS PLANS.

We are in the process of developing and expanding our sales channels, but we expect overall sales to remain down as we develop these sales channels. We are actively recruiting additional resellers and dealers and have hired in-house sales personnel for regional and national sales.  We must continue to find other methods of distribution to increase our sales.  If we are unsuccessful in developing sales channels we may have to abandon our business plan.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY IN OUR MARKET BECAUSE WE HAVE A SMALL MARKET SHARE AND COMPETE WITH LARGE NATIONAL AND INTERNATIONAL COMPANIES.

We estimate that we have less than a 1% market share of the surveillance and weapons detection market.  We compete with many companies that have greater brand name recognition and significantly greater financial, technical, marketing, and managerial resources.  The position of these competitors in the market may prevent us from capturing more market share.  We intend to remain competitive by increasing our existing business through marketing efforts, selectively acquiring complementary technologies or businesses and services, increasing our efficiency, and reducing costs.

WE MUST SUCCESSFULLY INTRODUCE NEW OR ENHANCED PRODUCTS AND MANAGE THE COSTS ASSOCIATED WITH PRODUCING SEVERAL PRODUCT LINES TO BE SUCCESSFUL.

Our future success depends on our ability to continue to improve our existing products and to develop new products using the latest technology that can satisfy customer needs.  For example, our short term success will depend on the continued acceptance of the Visual First Responder and the ViewScan portal product line.  We cannot be certain that we will be successful at producing multiple product lines and we may find that the cost of production of multiple product lines inhibits our ability to maintain or improve our gross profit margins.  In addition, the failure of our products to gain or maintain market acceptance or our failure to successfully manage our cost of production could adversely affect our financial condition.

OUR DIRECTORS AND OFFICERS ARE ABLE TO EXERCISE SIGNIFICANT INFLUENCE OVER MATTERS REQUIRING STOCKHOLDER APPROVAL.

Currently, our directors and executive officers collectively hold approximately 40.9% of the voting power of our common and 69.9% of the preferred stock entitled to vote on any matter brought to a vote of the stockholders.  Including the effects of Gunther Than’s, our CEO’s, voting preferred stock, our directors and officers have the power to vote approximately 39.7% of common shares (based on the assumed effects of conversion of all of Mr. Than’s preferred stock) as of the date of this report.  Pursuant to Nevada law and our bylaws, the holders of a majority of our voting stock may authorize or take corporate action with only a notice provided to our stockholders.  A stockholder vote may not be made available to our minority stockholders, and in any event, a stockholder vote would be controlled by the majority stockholders.

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WE HAVE IDENTIFIED MATERIAL WEAKNESSES IN OUR INTERNAL CONTROL OVER FINANCIAL REPORTING, AND OUR BUSINESS AND STOCK PRICE MAY BE ADVERSELY AFFECTED IF WE DO NOT ADEQUATELY ADDRESS THOSE WEAKNESSES OR IF WE HAVE OTHER MATERIAL WEAKNESSES OR SIGNIFICANT DEFICIENCIES IN OUR INTERNAL CONTROL OVER FINANCIAL REPORTING.

We did not adequately implement certain internal controls, particularly with respect to revenue reporting, and made certain other accounting errors in our financial statements for the year ended December 31, 2010 and for the interim periods of March 31, 2011, June 30, 2011, and September 30, 2011.  Due to accounting errors, the Company has restated its financial statements as of and for the period ended December 31, 2010 to reflect the correction of:  (i) an understatement of deferred income that resulted from incorrectly allocating the revenue received under extended warranty arrangements over the life of the warranty; (ii) an overstatement of  revenue due to recognition of sales prior to the installation of the products, and (iii) the classification of common stock that was issued to the holder of a note payable.  As a result of reducing sales revenue there was a corresponding reduction in cost of sales and accounts payable. The Company had originally recorded the issuance of the stock as a payment in full for the note and related costs. However, after a further review of the legal documents, it was determined that the debt was not satisfied but instead the ultimate resolution of the debt was contingent on events that were still unfolding. Because of the errors that are being corrected, we have restated our belief that our internal controls over financial reporting were effective to conclude that they were not effective.

Although the Company has taken steps to correct its identified material weaknesses in our internal controls and has revised its interim financial disclosures for periods after December 31, 2010, the existence of these or possibly other material weaknesses or significant deficiencies raises concerns that the prevention of future errors could require the allocation of scarce financial resources at times when such resources may not be available to us.  If we cannot produce reliable financial reports, investors could lose confidence in our reported financial information; the market price of our stock could decline significantly; we may be unable to obtain additional financing to operate and expand our business, and our business and financial condition could be harmed.

FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT WOULD LEAD TO LOSS OF INVESTOR CONFIDENCE IN OUR REPORTED FINANCIAL INFORMATION.

Pursuant to proposals related to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our Annual Report on Form 10-K for the fiscal year ending December 31, 2008, we will be required to furnish a report by our management on our internal control over financial reporting.  If we cannot provide reliable financial reports or prevent fraud, then our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.

In order to achieve compliance with Section 404 of the Act within the prescribed period, we will need to engage in a process to document and evaluate our internal control over financial reporting, which will be both costly and challenging.  In this regard, management will need to dedicate internal resources, engage outside consultants and adopt a detailed work plan.

During the course of our testing we may identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.  Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.

THERE IS NO SIGNIFICANT ACTIVE TRADING MARKET FOR OUR SHARES, AND IF AN ACTIVE TRADING MARKET DOES NOT DEVELOP, PURCHASERS OF OUR SHARES MAY BE UNABLE TO SELL THEM PUBLICLY.

There is no significant active trading market for our shares and we do not know if an active trading market will develop. An active market will not develop unless broker-dealers develop interest in trading our shares, and we may be unable to generate interest in our shares among broker-dealers until we generate meaningful revenues and profits from operations. Until that time occurs, if it does at all, purchasers of our shares may be unable to sell them publicly. In the absence of an active trading market:

●   Investors may have difficulty buying and selling our shares or obtaining market quotations;

●Market visibility for our common stock may be limited; and

●   A lack of visibility for our common stock may depress the market price for our shares.

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THE SUCCESS OF OUR BUSINESS DEPENDS UPON THE CONTINUING  CONTRIBUTION OF OUR KEY PERSONNEL, INCLUDING MR. GUNTHER THAN, OUR CHIEF EXECUTIVE OFFICER, WHOSE KNOWLEDGE OF OUR BUSINESS WOULD BE DIFFICULT TO REPLACE IN THE EVENT WE LOSE HIS SERVICES.

Our operations are dependent on the efforts and relationships of Gunther Than and the senior management of our organization. We will likely be dependent on the senior management of our organization for the foreseeable future. If any of these individuals becomes unable to continue in their role, our business or prospects could be adversely affected. For example, the loss of Mr. Than could damage customer relations and could restrict our ability to raise additional working capital if and when needed.  There can be no assurance that Mr. Than will continue in his present capacity for any particular period of time.

OUR COMMON STOCK IS CONSIDERED TO BE "PENNY STOCK."

Our common stock is considered to be a "penny stock" because it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Securities Exchange Act of 1934, as amended. These include but are not limited to, the following: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a "recognized" national exchange; (iii) it is not quoted on The NASDAQ Stock Market, or even if quoted, has a price less than $5.00 per share; or (iv) is issued by a company with net tangible assets less than $2.0 million, if in business more than a continuous three years, or with average revenues of less than $6.0 million for the past three years. The principal result or effect of being designated a "penny stock" is that securities broker-dealers cannot recommend the stock but must trade it on an unsolicited basis.

BROKER-DEALER REQUIREMENTS MAY AFFECT TRADING AND LIQUIDITY.

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be "penny stocks." Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

OUR COMMON STOCK MAY BE VOLATILE, WHICH SUBSTANTIALLY INCREASES THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE PRICE THAT YOU MAY PAY FOR THE SHARES.

Because of the limited trading market expected to develop for our common stock, and because of the possible price volatility, you may not be able to sell your shares of common stock when you desire to do so. The inability to sell your shares in a rapidly declining market may substantially increase your risk of loss because of such illiquidity and because the price for our common stock may suffer greater declines because of its price volatility.

The price of our common stock may be higher or lower than the price you may pay. Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to, the following:

●    variations in our quarterly operating results;

●    loss of a key relationship or failure to complete significant transactions;

●    additions or departures of key personnel; and

●    fluctuations in stock market price and volume.

Additionally, in recent years the stock market in general, and the over-the-counter markets in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance.

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In the past, class action litigation often has been brought against companies following periods of volatility in the market price of those companies' common stock. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on your investment in our stock.

WE HAVE NOT PAID, AND DO NOT INTEND TO PAY, CASH DIVIDENDS IN THE FORESEEABLE FUTURE.

We have not paid any cash dividends on our common stock and do not intend to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business.  Dividend payments in the future may also be limited by other loan agreements or covenants contained in other securities which we may issue. Any future determination to pay cash dividends will be at the discretion of our board of directors and depend on our financial condition, results of operations, capital and legal requirements and such other factors as our board of directors deems relevant.

SALES OF OUR COMMON STOCK RELYING UPON RULE 144 MAY DEPRESS PRICES IN THE MARKET FOR OUR COMMON STOCK BY A MATERIAL AMOUNT.

A majority of the currently outstanding shares of our Common Stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Nevertheless, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of at least six months and the other requirements of Rule 144 have been satisfied. Presently shares of restricted Common Stock held by non-affiliates of the Company may be sold, subject to compliance with Rule 144, six months after issuance. Sales under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of Common Stock of present stockholders, may have a depressive effect upon the price of our Common Stock in the over-the-counter market.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We had carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer/Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2011. Based on that evaluation, we had concluded that, as of such date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Principal Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

On July 30, 2012, the Company’s Management concluded that it was necessary to correct a revenue recognition error uncovered in the audit of our financial statements for the year ended December 31, 2011. Due to accounting errors uncovered in the audit of our financial statements for the year ended December 31, 2011, the Company has restated its financial statements as of and for the period ended December 31, 2010 to reflect the correction of: (i) an understatement of deferred income that resulted from incorrectly allocating the revenue received under extended warranty arrangements over the life of the warranty; (ii) an overstatement of revenue due to recognition of sales prior to the installation of the products, and (iii) the classification of common stock that was issued to the holder of a note payable. The Company has taken steps to correct the error in financial reporting and has revised its interim financial disclosures for periods after December 31, 2010. In conjunction with the correction and restatement to our financial statements for the year ended December 31, 2010, we are also correcting and restating our financial statements included in Forms 10-Q filed for the quarterly periods ending March 31, 2011, June 30, 2011, and September 30, 2011. Ultimately, it was determined that our internal controls were not effective.

As a result of the detection of accounting errors, we have identified material weakness in our internal controls over financial reporting, that, if not corrected, could result in material misstatements in our financial statements. The material weakness identified resulted from inadequate oversight by management and accounting personnel into the process of recognizing revenue in accordance with generally accepted accounting principles.

We have instituted a remediation plan which involves reeducating Company management, the accounting staff, and the administrative staff as to the elements of a completed sale. We increased the oversight of the process by increasing the frequency of involvement of outside accounting consultants. Internal systems are being put into place to track and document significant dates, such as delivery, installation and customer acceptance. In addition, the bookkeeping system has been modified so that all sales of extended warranties are automatically recorded as deferred revenue and that the amount of revenue that is ultimately recognized as warranty revenue is as the result of an analysis of the significant aspects of the warranty such as coverage and period.

Changes in Internal Control Over Financial Reporting

Our management has evaluated, with the participation of our Chief Executive Officer/Chief Financial Officer, changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended September 30, 2011. In connection with such evaluation, there have been no changes to our internal control over financial reporting that occurred since the beginning of our six month period ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

None.

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 22, 2011, we issued 5,192,308 unrestricted shares to Asher Enterprises in exchange for a $10,500 reduction in outstanding loan principal, at a price per share of $0.002.

The shares were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended. The shares were sold in a private transaction to a purchaser in a business relationship with the Company such that it had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to its acquisition of our securities  The purchaser was aware that the shares of common stock offered had not been registered under the Securities Act or under any state securities laws and could not be re-offered or re-sold without registration with the SEC or without an applicable exemption from the registration requirements.  The purchaser understood the economic risk of an investment in our securities. Neither the Company nor any person acting on its behalf offered or sold the securities by any form of general solicitation or general advertising.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  [REMOVED AND RESERVED]

ITEM 5.   OTHER INFORMATION

RESIGNATION OF DIRECTOR

On or about August 2011, William Paul Price resigned from our Board of Directors citing personal reasons. Mr. Price did not resign because of a disagreement with us on any matters relating to our operations, practices or policies.

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ITEM 6. EXHIBITS

The following exhibits are filed as part of this Form 10-Q:

4.2	Subscription Agreement between View Systems, Inc. and Starr Consulting, Inc., Active Stealth, LLC, and KCS Referral Service LLC, dated December 23, 2005  *
10.1	View Systems, Inc. 2010 Equity Incentive Plan ****
10.2	Employment agreement between View Systems, Inc. and Gunther Than, dated December 1, 2009 **
10.3	Subcontractor Agreement dated March 9, 2009 between MasTec North America, Inc. and View Systems, Inc. ***
10.4	View Systems, Inc. 2010 Service Provider Stock Compensation Plan *****
31.1	Rule 13a-15(e)/15d-15(e) Certification by the Chief Executive Officer and Chief Financial Officer
32.1	Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

__________

* Incorporated by reference to exhibit 4.1 of Form 8-K, filed January 6, 2006.

** Incorporated by reference to exhibit 10.1 to Form 8-K, filed January 11, 2010.

*** Incorporated by reference to exhibit 10.3 for Form 10-Q, Amendment No. 1, for the period ended March 31, 2009.

**** Incorporated by reference to exhibit 10.1 to Form 10-Q for the period ended March 31, 2010.

***** Incorporated by reference to exhibit 10.4 to Form 10-Q for the period ended June 30, 2010.

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SIGNATURES

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

	VIEW SYSTEMS, INC.
Date: October 12, 2012	By:	/s/ Gunther Than
		Gunther Than,
		Chief Executive Officer
		(Principal executive officer, principal financial officer, and principal accounting officer)

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