<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported) April 14, 2000
View Systems, Inc.
(Exact name of registrant as specified in its charter)
Florida 1-15247 59-2928366
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
925 West Kenyon Avenue, Suite 15, Englewood, Colorado 21046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 303 783 9153
----------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Prior to becoming a reporting company under the Securities Exchange
Act of 1934 - the Exchange Act, we acquired a privately held company, RealView
Systems, Inc., a Colorado corporation. The acquisition occurred on October 6,
1998. RealView Systems was acquired by View Systems through a share exchange "B"
reorganization under Section 368 of the Internal Revenue Code. As a result of
the acquisition, RealView Systems became a wholly owned subsidiary of View
Systems. We decided to account for the acquisition of RealView Systems as a
pooling of interest. Therefore, all financial statements and financial
information for View Systems were restated to include the amounts and results of
operations of RealView Systems and View Systems for all periods.
Following the acquisition of RealView Systems, we decided to become
a fully reporting company under the Exchange Act. To become a reporting company,
we filed a registration statement to register our common stock under Section
12(g) of the Exchange Act on August 13, 1999, on Form 10SB. As required by
regulation SB, Item 310, we were required to include audited statements of
income, cash flows and changes in stockholders' equity for 1997 and 1998. This
required us to include the financial information for RealView Systems for 1997
and 1998.
RealView Systems had engaged the accounting firm of Katz, Abosch,
Windesheim, Gershman & Freedman, P.A. - Katz, Abosch - to provide audit
accounting services and to render an independent audit report, dated June 1,
1998, of the financial statements of RealView Systems, Inc., as of December
<PAGE>
31, 1997, and the related statements of operations, stockholders' equity and
cash flows for the year then ended and for the period from September 15, 1993
(inception) to December 31, 1997. In that report, Katz, Abosch gave an
unqualified opinion that the financial statements for RealView fairly, and in
all material respects, represented the financial position of RealView
Systems. The statements showed little activity and not substantial assets and
liabilities for RealView Systems.
We requested and received Katz, Abosch's authorization to include the
results of their audit of our financial reports in our Form 10SB and in our
registration statement on Form SB-2, which we filed on January 11, 2000.
However, as a matter of its own internal policy, Katz, Abosch does not provide
audit accounting services to public companies. Therefore, it did not offer to
provide audit accounting services to View Systems and we engaged another
company, Stegman & Company, that does provide audit accounting services to
public companies. Stegman & Company has provided audited account services to
View Systems for the time periods from 1998 to the present.
Katz, Abosch did not render an adverse opinion or disclaimer of opinion
with regard to its audit of the financial statements of RealView, nor was its
audit work for RealView modified as to uncertainty, audit scope, or accounting
principles. The decision to engage Stegman & Company as our auditors was
approved by both our board of directors and shareholders. We did not have any
disagreements with Katz, Abosch on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
16.1 Letter From Katz, Abosch, Windesheim, Gershman &
Freedman, P.A. to View Systems, Inc., dated April 11,
2000
16.2 (1) Letter From Katz, Abosch, Windesheim, Gershman &
Freedman, P.A. to View Systems, Inc., dated December,
1999, consenting to the use of their audits of View
Systems' financial reports in View Systems Form SB-2
Registration Statement
16.3 Letter To Katz, Abosch, Windesheim, Gershman & Freedman,
P.A. From View Systems, Inc. setting forth consent to
use of their audits of View Systems' financial
statements in View Systems Form 10SB Registration
Statement
</TABLE>
- --------------------------------------------------------------------------------
(1) Incorporated by reference to Registrant's Registration Statement on Form
SB-2 filed with the Commission on January 11, 2000
<PAGE>
FORWARD-LOOKING STATEMENTS
This Report contains, in addition to historical information, statements by the
Company with respect to expectations about its business and future financial
results, which are "forward-looking" statements under the Private Securities
Litigation Reform Act of 1995. These statements and other statements made
elsewhere by the Company or its representatives, which are identified or
qualified by words such as "likely", "will," "suggests," "expects," "may,"
"believe," "could," "should," "would," "anticipates" or "plans," or similar
expressions, are based on a number of assumptions that are subject to risks and
uncertainties. Actual results could differ materially from those currently
anticipated or suggested due to a number of factors, including those set forth
herein, those set forth in the Company's Annual Report on Form 10-K and in the
Company's other SEC filings, and including, risks relating to the dependence on
retaining key personnel and the effect of sales of shares of stock on our share
price. All forward-looking statements are based on information available as of
the date hereof, and the Company does not assume any obligation to update such
forward-looking statements.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
View Systems, Inc.
(Registrant)
Andrew L. Jiranek /S/
Vice President & General Counsel
Date: April 14, 2000 (Signature)*
<PAGE>
Exhibit 16.1 Letter From Katz, Abosch, Windesheim, Gershman & Freedman,
P.A. to View Systems, Inc., dated April 12, 2000
Katz, Abosch, Windesheim, Gershman & Freedman, P.A.
Letter head
April 12, 2000
VIA TELEFAX & REGULAR MAIL
View Systems, Inc.
C/o Andrew L. Jiranek
9693 Gerwig Lane, Suite O
Columbia, Maryland 21046
Re: AUDIT WORK FOR VIEW SYSTEMS, INC.
Dear Mr. Jiranek:
I am writing to confirm the reason why our firm elected not to offer to provide
audit services to View Systems, Inc.
As you know, our firm provided an independent audit report, dated June 1, 1998,
of the financial statements of RealView Systems, Inc., as of December 31, 1997,
and the related statements of operations, stockholders' equity and cash flows
for the year then ended and for the period from September 15, 1993 (inception)
to December 31, 1997. In that report, we gave an unqualified opinion. The
statements showed little activity and not substantial assets and liabilities for
RealView Systems.
We understand from you that RealView Systems was acquired by View Systems, Inc.
on October 6, 1998, through a share exchange "B" reorganization under Section
368 of the Internal Revenue Code and that, as a result of the acquisition,
RealView Systems became a wholly owned subsidiary of View Systems. Further, you
advised us that the acquisition of RealView Systems was accounted for as a
pooling of interest and all financial statements and financial information for
View Systems was restated to include the amounts and results of operations of
these companies for all periods.
We understood that following its acquisition of RealView Systems, View Systems
was going to register to be a fully reporting company under the Securities
Exchange Act of 1934. In order to register a class of securities under the
Securities Exchange Act of 1934, View Systems was required to provide two years
audited financial statements. For this reason, we consented to incorporation of
our report on the financial condition of RealView Systems, dated June 1, 1998,
into View Systems' Form 10SB and 10SB/A and use of our audit report for the
indicated time frames.
However, we decided not to offer to provide audit accounting services to View
Systems following its acquisition of RealView Systems. Our firm's policy is to
not provide audit accounting services to public companies. We provide these
types of services only to privately held companies, such as RealView. Because
View Systems was a public company, or was registering to become a public
company, we declined the opportunity to provide audit services. Therefore, we
elected not to provide audit accounting services to View Systems, or any of its
subsidiaries, including RealView Systems.
In providing audit services to RealView, we did not render an adverse opinion or
disclaimer of opinion with regard to our audit of the financial statements, nor
was our audit work for RealView modified as to uncertainty, audit scope, or
accounting principles. We did not experience any disagreements with management
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
If you have any further questions about this decision, or need any other
information regarding the decision, please don't hesitate to contact me.
Sincerely,
Joel B. Charkatz
JBC//kdb
<PAGE>
Exhibit 16.3 Letter To Katz, Abosch, Windesheim, Gershman & Freedman, P.A.
From View Systems, Inc. setting forth consent to use of their
audits of View Systems' financial statements in View Systems
Form 10SB Registration Statement
July 15, 1999
VIA TELEFAX & REGULAR MAIL
Mr. Joel Charkatz
Katz, Abosch, Windesheim, Gershman & Freedman, P.A.
40 York Road
Baltimore, Md. 21204
Re: REALVIEW SYSTEMS, INC.
Dear Joel:
I am writing regarding your independent audit report of the financial
statements of RealView Systems, Inc., as of December 31, 1997, and the related
statements of operations, stockholders' equity and cash flows for the year then
ended and for the period from September 15, 1993 (inception) to December 31,
1997. In your report, you gave an unqualified opinion that the financial
statements for RealView fairly, and in all material respects, represented the
financial position of RealView Systems. The statements showed little activity
and not substantial assets and liabilities for RealView Systems.
As you know, RealView Systems was acquired by View Systems, Inc. on
October 6, 1998, through a share exchange "B" reorganization under Section 368
of the Internal Revenue Code. As a result of the acquisition, RealView Systems
has become a wholly owned subsidiary of View Systems. The acquisition of
RealView Systems is being accounted for as a pooling of interest and all
financial statements and financial information for View Systems has been
restated to include the amounts and results of operations of these companies for
all periods.
View Systems is currently preparing a Form 10-SB for filing with the
SEC and NASDAQ, in order to become a reporting company under the Securities and
Exchange Act of 1934. This form needs to incorporate by reference audited
financial statements for RealView Systems and we would like to incorporate the
audit your prepared in this Form 10-SB. We are asking that you consent to such
incorporation and use of your audit report for RealView Systems for the
indicated time frames.
Please indicate your consent by signing this letter where provided
below and faxing it back to me. If you have any questions regarding this letter,
please give me a call.
Thank you in advance for your cooperation with this request.
Very Truly Yours,
Andrew L. Jiranek
Agreed:
- ----------
Joel Charkatz, for
Katz, Abosch, Windesheim, Gershman & Freedman, P.A.
