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