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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
|X| Quarterly Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2000
|_| TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission File Number 0-30178
VIEW SYSTEMS, INC.
(Exact name of small business issuer as specified in its charter)
Florida 59-2928366
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
925 West Kenyon Avenue,
Englewood, Colorado 80110
(Address of Principal Executive Offices)
(303) 783-9153
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No __
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes X No __
APPLICABLE ONLY TO CORPORATE FILERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 8,186,080 shares of common stock as
of March 15, 2000.
Transitional Small Business Disclosure Format (check one): Yes __ No X
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TABLE OF CONTENTS
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Part I Financial Statements.....................................................................2
Consolidated Balance Sheet......................................................................3
Consolidated Statement of Operations............................................................4
Consolidated Statement of Stockholder's Equity..................................................5
Statement of Cash Flows.........................................................................6
Notes to Interim Financial Statements...........................................................7
Management Discussion and Analysis..............................................................9
PART II........................................................................................18
Legal Proceedings..............................................................................18
Changes In Securities..........................................................................19
Defaults Upon Senior Securities................................................................20
Submission of Matters To A Vote of Security Holders............................................20
Other Information..............................................................................20
Exhibits And Reports On Form 8-K...............................................................20
</TABLE>
ITEM 1. FINANCIAL STATEMENTS
SEE NEXT PAGE
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VIEW SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET
ASSETS
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<CAPTION>
March 31, December 31,
2000 1999
------------- ------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 122,004 $ 89,150
Accounts receivable 87,113 93,278
Inventory 135,764 141,213
----------- ------------
Total current assets 344,881 323,641
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PROPERTY AND EQUIPMENT:
Equipment 351,848 344,638
Leasehold improvements 19,533 4,000
------------ --------------
371,381 348,638
Less accumulated depreciation 61,186 48,296
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Net value of property and equipment 310,195 300,342
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OTHER ASSETS:
Investments 28,000 28,000
Due from affiliated entity 80,712 90,990
Due from stockholders 94,362 74,362
Deposits 7,007 7,007
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Total other assets 210,081 200,359
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TOTAL ASSETS $ 865,157 $ 824,342
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 126,059 $ 174,106
Note payable - bank 68,114 69,730
Notes payable - stockholders 110,000 110,000
Accrued interest payable 13,750 11,000
Other accrued liabilities 24,169 19,163
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Total current liabilities 342,092 383,999
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STOCKHOLDERS' EQUITY:
Common stock - par value $0.001
50,000,000 shares authorized,
8,108,781 shares issued and outstanding 8,109 --
7,167,203 shares issued and outstanding -- 7,167
Additional paid-in capital 5,282,755 4,771,992
Accumulated deficit (4,767,799) (4,338,816)
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Total stockholders' equity 523,065 440,343
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 865,157 $ 824,342
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VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
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<CAPTION>
March 31, March 31,
2000 1999
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(Unaudited) (Unaudited)
<S> <C> <C>
REVENUE:
Sales of security systems $ 17,900 $ 19,117
Sales of assembled electronic components 92,512 --
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Total sales 110,412 19,117
Cost of goods sold 60,395 1,206
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GROSS PROFIT ON SALES 50,017 17,911
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OPERATING EXPENSES:
Advertising and promotion 10,418 --
Depreciation 12,890 8
Dues and subscriptions 820 219
Insurance 2,633 1,108
Interest 6,190 6,477
Investor relations 33,865 --
Miscellaneous expense 1,699 909
Office expenses 36,216 34,701
Professional fees 96,378 64,631
Rent 27,985 3,900
Repairs and maintenance 4,493 1,960
Research and development 63,765 2,698
Salaries and benefits 131,040 49,429
Sales promotions 26,513 --
Taxes - other 4,205 --
Travel 16,905 11,893
Utilities 2,985 3,983
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Total operating expenses 479,000 181,916
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NET LOSS FOR THE THREE MONTHS $(428,983) $(164,005)
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LOSS PER SHARE:
Basic $ (0.06) $ (0.04)
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Diluted $ (0.06) $ (0.04)
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</TABLE>
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VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999,
AND THE THREE MONTHS ENDED MARCH 31, 2000
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<CAPTION>
Additional Total
Common Paid-In Accumulated Stockholders'
Stock Capital Deficit Equity
----------- ----------- ----------- -----------
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Balances at January 1, 1999 $ 4,317 $ 406,253 $ (406,485) $ 4,085
Sale of common stock 500 747,100 -- 747,600
Net loss for the three months
ended March 31, 1999 -- -- (164,005) (164,005)
----------- ----------- ----------- -----------
Balances at March 31, 1999 (Unaudited) 4,817 1,153,353 (570,490) 587,680
Sale of common stock 452 678,277 -- 678,729
Redemption of common stock (191) (396,590) -- (396,781)
Issuance of common stock
(employee and other compensation) 1,469 2,145,864 -- 2,147,333
Issuance of common stock
(ETMC acquisition) 250 787,250 -- 787,500
Issuance of common stock
(debt conversion) 370 403,838 -- 404,208
Net loss for the period of April 1, 1999
to December 31, 1999 -- -- (3,768,326) (3,768,326)
----------- ----------- ----------- -----------
Balances at December 31, 1999 7,167 4,771,992 (4,338,816) 440,343
Sale of common stock 857 509,918 -- 510,775
Stock options exercised 85 845 -- 930
Net loss for the three months
ended March 31, 2000 -- -- (428,983) (428,983)
----------- ----------- ----------- -----------
Balances at March 31, 2000 (Unaudited) $ 8,109 $ 5,282,755 $(4,767,799) $ 523,065
=========== =========== =========== ===========
</TABLE>
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VIEW SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
<TABLE>
<CAPTION>
March 31, March 31,
2000 1999
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(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(428,983) $(164,005)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 12,890 --
Changes in operating assets and liabilities:
Accounts receivable 6,165 (9,894)
Inventory (5,449) (1,200)
Accounts payable (48,047) (5,153)
Accrued interest 2,750 --
Other accrued liabilities 5,006 (1,422)
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Net cash used in operating activities (444,770) (181,674)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (22,743) (111,205)
Funds advanced to affiliated entities (10,278) (204,580)
Investment in MediaComm Broadcasting, Inc. -- (28,000)
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Net cash used in investing activities (12,465) (343,785)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Funds advanced (to) from shareholders (20,000) 20,150
Repayment of note payable - bank (1,616) --
Proceeds from sales of stock 511,705 747,600
Repayment of loans payable -- (12,323)
-------------- ------------
Net cash provided by financing activities 490,089 775,427
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NET INCREASE IN CASH 32,854 229,968
CASH AT BEGINNING OF PERIOD 89,150 169,899
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CASH AT END OF PERIOD $ 122,004 $ 399,867
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</TABLE>
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VIEW SYSTEMS, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
View Systems, Inc. (the "Company") designs and develops computer
software and hardware used in conjunction with surveillance capabilities. The
technology utilizes the compression and decompression of digital inputs.
Operations, from formation to June 30, 1999, have been devoted primarily to
raising capital, developing the technology, promotion, and administrative
function. As of July 1, 1999 the Company was no longer considered to be in the
development stage.
BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries, Real View Systems, Inc. ("Real
View"), Xyros Systems, Inc. ("Xyros") and Eastern Tech Manufacturing, Inc.
("ETMC"). All significant intercompany accounts and transactions have been
eliminated in consolidation.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses. Actual results could differ from the estimates that were used.
REVENUE RECOGNITION
The Company and its subsidiaries recognize revenue and the related cost
of goods sold upon shipment of the product.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is
determined by the last-in-first-out method (LIFO).
PROPERTY AND EQUIPMENT
Property and equipment is recorded at cost and depreciated over their
estimated useful lives, using the straight-line and accelerated depreciation
methods. Upon sale or retirement, the cost and related accumulated depreciation
are eliminated from the respective accounts, and the resulting gain or loss is
included in the results of operations. The useful lives of property and
equipment for purposes or computing depreciation are as follows:
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Equipment 5-7 years
Software tools 3 years
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Repairs and maintenance charges which do not increase the useful lives
of assets are charged to operations as incurred.
IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets and identifiable intangibles (including goodwill) to
be held and used are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount should be addressed. Impairment
is measured by comparing the carrying value to the estimated undiscounted future
cash flows expected to result from use of the assets and their eventual
disposition.
INCOME TAXES
Deferred income taxes are recorded under the asset and liability method
whereby deferred tax assets and liabilities are recognized for the future tax
consequences, measured by enacted tax rates, attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss carryforwards. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period the rate change becomes effective. Valuation allowances are
recorded for deferred tax assets when it is more likely than not that such
deferred tax assets will not be realized.
RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred. Equipment and
facilities acquired for research and development activities that have
alternative future uses are capitalized and charged to expense over the
estimated useful lives.
ADVERTISING
Advertising costs are charged to operations as incurred.
MONETARY TRANSACTIONS
Non-monetary transactions are accounted for in accordance with
Accounting Principles Board Opinion No. 29 ACCOUNTING FOR NON-MONETARY
TRANSACTIONS which requires the transfer or distribution of a non-monetary asset
or liability to be based, generally, on the fair value of the asset or liability
that is received or surrendered, whichever is more clearly evident.
FINANCIAL INSTRUMENTS
For most financial instruments, including cash, accounts receivable,
accounts payable and accruals, management believes that the carrying amount
approximates fair value, as the majority of these instruments are short-term in
nature.
NET LOSS PER COMMON SHARE
Basic net loss per common share ("Basic EPS") is computed by dividing
net loss available to common stockholders by the weighted average
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number of common shares outstanding. Diluted net loss per common share ("Diluted
EPS") is computed by dividing net loss available to common stockholders by the
weighted average number of common shares and dilutive potential common share
equivalents then outstanding. Potential common shares consist of shares issuable
upon the exercise of stock options and warrants. The calculation of the net loss
per share available to common stockholders for the three months ended March 31,
2000 does not include potential shares of common stock equivalents, as their
impact would be anti-dilutive.
SEGMENT REPORTING
The company has determined that it does not have any separately
reportable operating segments as of March 31, 2000.
2. FINANCIAL CONDITION
Since its inception, the Company has incurred significant losses and as
of March 31, 2000 had an accumulated deficit of $4.8 million. The Company
believes that it will incur operating losses for the foreseeable future. There
can be no assurance that the Company will be able to generate sufficient
revenues to achieve or sustain profitability in the future. However, the Company
believes that its current cash and cash equivalents, along with sales revenue
and anticipated equity infusions, will be sufficient to sustain operations
through March 31, 2001.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction
with our audited financial statements and the notes thereto included in this
Report.
OVERVIEW
We have two business lines:
1. Production and sale of Closed Circuit TV Digital Systems used for
security and surveillance; and
2. Providing contract assembly services for electronic components,
including printed circuit boards, cables, wire harnesses and complete electronic
systems.
In the Security Systems product business line, we are earning revenues
from digital recording and video management products ("Surveillance Products")
and digital identification products ("Identification Products") based on our
proprietary software and hardware designs. We use an open architecture design
approach to our products that allows compatibility with commercially available
computer and video hardware and software. We manufacture and distribute our
products from our facility in Columbia, Maryland.
In the electronic component assembly service business line, we are
earning revenue from contracts to manufacture electronic components,
subassemblies and complete systems in accordance with customer requirements.
Typically, we bid a job based on customer specifications, and deliver product
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according to an agreed test and delivery schedule. We have an established base
of customers who are referring a steady flow of business in both the commercial
and government sectors.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000, COMPARED WITH THREE MONTHS ENDED MARCH 31,
1999
NET SALES AND GROSS PROFIT.
Gross profit on sales for the three months ended March 31, 2000, was
$50,017, an increase of $32,106 or 179% from $17,911 in the three months ended
March 31, 1999. Gross profit margin for the three months ended March 31,
decreased from 94% in the three months ended March 31, 1999, to 45% in the three
months ended March 31, 2000. At these low sales amounts, we consider the gross
profit margin fluctuation to be non-material. The gross profit margin should
stabilize with increased sales. The Results of Operations for the three months
ended March 31, 2000, includes the operations from contract electronic component
assembly services that we acquired through the acquisition of Eastern Tech
Manufacturing Corp. on May 25, 1999. The Results of Operations for the three
months ended March 31, 1999, did not include any operations from contract
electronic component assembly services. Our gross profit margins for contract
electronic component assembly service offerings are generally lower than profit
margins for our security system product offerings.
Operating expenses for the three months ended March 31, 2000, increased
to $479,000, compared with $181,916 for the comparable period ended March 31,
1999. The increase can be attributed to expanded operations and increased
expenditures in the areas of sales and marketing, research and development and
investor relations. We are building a larger sales force, as well as spending
increasing amounts on trade shows, market research and advertising and promotion
and, therefore, we expect to continue significant outlays in the areas of sales,
marketing, investor relations and promotions. We are also endeavoring to bring
several new products to market in 2000, as well as upgrading and enhancing
existing products, all of which is contributing to increased expenditures in the
area of research and development.
As a result of the foregoing, net loss was $(428,983) for the three
months ended March 31, 2000, compared to a net loss of $(164,005) for the three
months ended March 31, 1999.
REVENUE
Our revenue is derived from (1) sales of systems, included embedded
software, and supplies from maintenance services on the systems; and (2) sales
of contract electronic component and system assembly and test services. For the
three months ended March 31, 2000, we derived $17,900 from sales of systems and
$92,512 from sales of contract manufacturing and test services. Revenue
increased approximately 578% from $19,117 for the three months ended March 31,
1999, to $110,412 for the three months ended March 31, 2000. The increase in
revenue during the three-month period ended March 31, 2000, from the comparable
year-ago-period, is attributable to the acquisition of Eastern Tech
Manufacturing Corporation ("ETMC"), and ETMC's on-going revenue base, and from
increased sales of our security systems. We plan to bring three products in
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development, WebView-TM-, CareView-TM- and FaceView-TM-, to market later in
2000. In addition, we will introduce significant enhancements and upgrades to
our SecureView-TM- product line in 2000. We expect these new product offerings
will contribute to a growth in revenues from sales of product in 2000.
COSTS AND EXPENSES
COSTS OF PRODUCTS AND SERVICES SOLD The cost of products and services
sold, consisting principally of the costs of hardware components, labor,
supplies and software amortization, increased from $1,206 for the three months
ended March 31, 1999, to $60,395 for the three months ending March 31, 2000, and
represented %16 of revenue for the three months ended March 31, 1999 and 55% of
revenue for the three months ended March 31, 2000. The increase resulted from
higher total revenue and a shift in our business lines from to security and
surveillance systems and contract electronic component assembly and test work.
We will introduce engineering changes in our products in the second quarter of
calendar year 2000 that will lower component costs and, therefore, costs of
goods sold for our security products. In addition, a large portion of our
revenue during the three-month period ended March 31, 2000, is derived from
sales of contract electronic component assembly services. The costs of these
services are greater as a percentage of revenues that the costs of our security
products. Therefore, we expect our costs of goods sold will decline as revenues
of our security products increase as a percentage of our total revenue
SALARIES AND BENEFITS We spent $131,040 in salaries and benefits for
the three months ended March 31, 2000, as compared to $49,429 in salaries and
benefits for the three months ended March 31, 1999. We have a larger payroll in
the three months ended March 31, 2000, than we did in the three months ended
March 31, 1999, due to absorbing the employees we acquired from our acquisition
of Eastern Tech and the general growth in the Company.
RESEARCH AND DEVELOPMENT EXPENSE. We spent $63,765 for the three months
ended March 31, 2000, as compared with $2,698 for the three months ended March
31, 1999 on research and development costs. This would represent 67 % of revenue
for the three months ended March 31, 2000.
INVESTOR RELATIONS EXPENSE. Investor relations' expenses were $33,865
for the three months ended March 31, 2000. The size of our public float of
securities steadily increased during the first quarter, as well as the volume of
trading in our stock. As a result of our obligation to provide regular
information to our shareholders about material developments in the company, as
well as respond to an increasing volume of investor inquiries resulting from our
general development and public nature, we have had to devote more expenditure to
this category. We expect these expenditures will continue, and grow as the size
of our public float increases, the number of broker/dealers making a market in
our stock increases and the volume of trading in our stock increases.
PROFESSIONAL FEES. Professional fees were $96,378 for the three-month
period ended March 31, 2000, as compared with $64,631 in the three-month period
ended March 31, 1999.
NET OPERATING LOSS. We incurred approximately $428,983 of net
operating loss carry forwards for the three-month period ended March 31, 2000,
which may be used to offset taxable income and income taxes in future years.
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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 carry forwards. The carry forwards begin to 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 carry forwards, which
can be used. No tax benefit has been reported in the financial statements for
the three months ended March 31, 2000 and 1999.
LIQUIDITY AND CAPITAL RESOURCES. During the three months ended March
31, 2000, we funded our cash requirements primarily through equity transactions.
We received $511,705 in equity investments during this time period. We used the
funds from those transactions to provide working capital and for general
corporate purposes, including paying expenses we incurred in connection with
increased sales and marketing activities and research and development. As of
March 31, 2000, we had total assets of $865,157, and total liabilities of
approximately $342,092, resulting in stockholder's equity of $523,065
During the three months ended March 31, 2000, our cash increased
$31,924 from $89,150 at December 31, 1999, to $121,074 at March 31, 2000. Net
cash used in operating activities was $444,700 for the three months ended
March 31, 2000. Net cash used in investing activities of $12,465 consisted
largely of approximately $15,000 that we spent on leasehold improvements and
approximately $10,000 that we advanced to an affiliated entity, View
Technologies, Inc. Net cash generated from financing activities of $490,089
consisted primarily of $511,705 in proceeds received from the sale of stock,
reduced by $20,000 which was loaned to Gunther Than, our President and CEO,
and $1,616 which was used to pay outstanding principal on our loan to
Columbia Bank, which has been reduced to an outstanding principal balance of
$68,144. We have two other short-term debt obligations. We owe the stated
principal amount of $110,000 to two former managers of Xyros, which the
Company acquired on February 25, 1999. We are investigating whether this debt
is properly stated, but have accepted it for financial reporting purposes
only. The purported loans to the former managers purported to come due on
December 31, 1999.
During the three months ended March 31, 2000, net cash used in
operating activities of $440,770 consisted primarily of a net loss of $428,983
and decreases in accounts receivable of $6,165 and increases in inventory of
$5,449, offset by decreases in accounts payable of $48,047 and increases in
accrued liabilities of $5,006 and accrued interest of $2,750.
As of March 31, 2000, the Company had $2,789 in net working capital,
including $87,113 of trade accounts receivable and $135,764 in inventory. We are
carrying the notes payable to the former shareholders of Xyros as a current
liability (outstanding principal of $110,000 and accrued interest payable of
$13,750), even though we are investigating whether these notes are properly
stated and properly due and payable. We are currently in litigation with one of
the holders of these notes, Hal Peterson, a former officer and director of
Xyros, and it may well be that the amount of these notes are not properly stated
as a current liability. On our accounts receivable, days sales outstanding,
calculated using an average accounts receivable balance, were approximately 45
days as of March 31, 2000. We have provided and may continue to provide payment
term extensions to certain of our customers from time to time. As of March 31,
2000, we have not granted material payment term extensions.
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Our principal sources of liquidity are our cash, investment capital
and cash generated from operating activities. We have outstanding warrants
with Rubin Investment Group, with an exercise price of $2.00, to purchase a
total of 935,000 shares of common stock (expiring July 18, 2000) and 500,000
shares of common stock (expiring August 18, 2000), which, if exercised, would
raise sufficient working capital for at least the next 12 months. In
addition, Rubin Investment Group holds a second warrant that would entitle it
to purchase an additional 1,000,000 by February 18, 2003 at $2.00 per share.
On April 27, 2000, we filed to register the shares that can be obtained upon
exercise of the warrants held by Rubin Investment Group on Form SB-2. Our
investment in MediaComm Broadcasting, Inc., now representing 840,000 shares,
may be liquidated now in limited amounts. In addition, we have an outstanding
loan balance of $94,362 representing monies that have been advanced to
Gunther Than, our President & CEO, and his mother, Leokadia Than. Mr. Than
and Ms. Than have indicated that they have the ability to repay these loans
on demand. Moreover, Mr. Than has indicated a willingness to loan monies to
us as we may need to meet operating capital.
We anticipate further capital expenditures for 2000 of approximately
$500,000. We are also exploring the purchase of the commercial space it is
leasing in Columbia, Maryland, plus adjoining space, consisting of approximately
10,000 square feet. If we can obtain favorable terms, we would purchase the
building through debt financing.
PLAN OF OPERATION. We have devoted most of our resources since
inception of operations to the research and development of our
SecureView-TM-line of products, the development of marketing and sales
infrastructure, the development of production capability and the development
of brand awareness of "SecureView.-TM-" Although we have been selling
products since March of 1999, we are still upgrading and enhancing these
products. In the third quarter ended September 30, 1999, we began earning
substantial revenues, primarily because of our acquisition of Eastern Tech
and its ongoing revenue base. As of March 31, 2000, we had an accumulated
deficit of approximately $4,767,799. We expect the operating losses to
continue until we develop a sufficient network of reseller, OEMs and
strategic partners generating sales revenues to cover our operating expenses.
A large part of our earnings deficit is due to the issuance of equity to
attract, retain and incent our key personnel. This was done to preserve cash
resources, and, thus, much of our earnings deficit is not attributable to
actual cash outlays.
We will continue to expend substantial sources of cash on bringing our
WebView-TM-, ViewStorage-TM- and CareView-TM- products to market, continuing our
product development efforts, expanding our sales, marketing and promotional
activities for the SecureView-TM- line of products, and increasing our
engineering, production management, quality control, and customer support staff.
We operate in a very competitive industry that requires continued large amounts
of capital to develop and promote our products. We believe that it will be
essential to continue to raise additional capital, both internally and
externally, to compete in this industry.
The amount of capital that we need to raise will depend upon many
factors, including, but not limited to, the rate of sales growth and market
acceptance of our 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 our products and the amount and timing of any
accessory product introductions. In addition to accessing the public equity
markets, we will pursue bank credit lines and equipment lease
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lines for certain capital expenditures. We currently estimate we will need
between $7,000,000 to $8,000,000 million to fully develop all of our products
and launch our expanded business operations in accordance with our current
business plan. The actual amount of capital we will need to raise will depend on
a number of factors, including (1) our ability to negotiate favorable prices for
purchases of necessary parts and assemblies, (2) the number and composition of
our resellers, OEMs and strategic partners, (3) the prices we can obtain for our
products and services and costs of servicing our products and delivering our
services, and (4) changes in technology. In addition, our costs and revenues
could vary from the amounts we expect or budget, possibly by a material amount,
and those variations are likely to affect how much additional financing we will
need for our operations.
YEAR 2000 CONVERSION
Many computer systems may experience problems handling dates beyond
1999. We were concerned that our computer hardware and software needed to be
modified prior to 2000 in order to remain functional. Therefore, we assessed the
readiness and compliance of: (1) our computer-based products available for sale;
and (2) our computer-based systems used internally. We believe we have
successfully implemented any system and programming changes necessary to address
year 2000 issues. The costs of such actions did not have a material effect on
our results of operations or financial condition. We did not experience a delay
in, or increased costs associated with, year 2000 testing and the implementation
of any necessary year 2000 changes.
A key component of determining our year 2000 state of readiness was to
identify those areas of operation where our products incorporate software and
hardware products supplied by third party vendors and, thus, where year 2000
problems may arise as a result of products supplied by third parties. Third
party software products include, but are not limited to: Microsoft, Inc.
software products, Lead Technologies, Inc. software products, Aware, Inc.
software products and Visionics, Inc. software products. Third party hardware
products include, but are not limited to: video capture cards, network cards,
network switches, motherboards, modems and various workstations. Because our
products are dependent, in certain respects, on products supplied by third party
vendors, an important part of our year 2000 effort was to contact those vendors
who supply products that the Company considers critical to the operation of its
products and gauge their year 2000 compliance efforts. Our tests to date
indicate that certain third party supplied products do not appear to adversely
affect the performance of its products with respect to the year 2000 issue.
We expect to release new versions of our products in the future. We
will continue to audit and test compliance with year 2000 performance of our
internally developed products.
RISK FACTORS AND CAUTIONARY STATEMENTS
Statements within this 10-QSB which are not historical facts, including
statements about strategies and expectations for new and existing products,
technologies, and opportunities, are forward-looking statements that involve
risks and uncertainties. We wish 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
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<PAGE>
implied by the statements, including, but not limited to, risks detailed in our
other securities filings, including our Annual Report on Form 10-KSB for the
year ended December 31, 1999, and our registration statement, as amended, filed
on Form SB-2, and the following important factors.
CAPITAL REQUIREMENTS. We believe that, based on its current
projections, we will need to raise additional capital or we will not have
sufficient working capital to meet our requirements for at least the next 12
months. Our investment transaction with Rubin Investment Group should provide us
with necessary investment funding during the next 12 months, and Gunther Than,
our President & CEO, has indicated a willingness to repay loans and make loans
to us to the extent necessary to meet working capital needs. Notwithstanding
these facilities, there can be no assurance that we will be able to raise equity
or debt financing on favorable terms, or at all. If we fail in such
circumstances to raise additional capital as needed, we would likely be required
to reduce the scope of our product development, selling and marketing activities
and other operations, which would have a material adverse effect on our
business, operating results and financial condition.
DISTRIBUTION RELATIONSHIPS. We believe our success in penetrating
markets for our products depends in part on our ability to maintain distribution
relationships with manufacturing representatives, dealers and systems
integrators and to cultivate additional, similar relationships. There can be no
assurance that we will be successful in maintaining or expanding our
distribution relationships. The loss of certain distribution relationships could
have a negative impact on our revenue stream. Further, there can be no assurance
that the businesses with whom we have developed such relationships, some of whom
have significantly greater financial and marketing resources than us, will not
develop and market products in competition with us or will not otherwise
discontinue their relationships with us. In the past, we have received large
verbal orders for our products that have required us to ramp up production and
incur significant material costs in order to be in a position to fill the verbal
orders. After incurring these costs, the orders have not materialized or been
reduced in writing, requiring us to reevaluate our distribution relationship.
There can be no assurance that relationships we develop with various
distributors will be profitable or that they will honor their commitments.
COMPETITION. Certain of our current and prospective competitors have
substantially greater technical, financial and marketing resources than the
Company. In addition, there can be no assurance that any of our products will be
competitive in the face of advances in product technology developed by the our
current or future competitors.
INTERNATIONAL SALES. We are seeking to expand our international
presence by developing new distribution channels in certain foreign countries
where we have not previously had a presence. International sales are subject to
a number of risks, including political and economic instability, unexpected
changes in regulatory requirements, tariffs and other trade barriers,
fluctuating exchange rates and the possibility of greater difficulty in accounts
receivable collection. There can be no assurance that these and other factors
will not have a material adverse effect on the our future international sales,
if any, and, consequently, our business, operating results and financial
condition.
15
<PAGE>
DEPENDENCE ON NEW PRODUCTS. The market for the our products is
characterized by ongoing technological development and evolving industry
standards. Our success will depend upon our ability to enhance our current
products and to introduce new products that address technological and market
developments and satisfy the increasingly sophisticated needs of customers. For
instance, we have released several products based on our SecureView-TM-
technology. There can be no assurance that we will be successful in developing,
marketing and selling sufficient volumes of our new SecureView-TM- products or
developing and marketing on a timely basis any other fully functional product
enhancements or new products that respond to the technological advances by
others. We are nearing completion of developing and testing our CareView-TM-,
WebView-TM- and FaceView-TM- products and plan to introduce them to the market
in 2000. There also can be no assurance that customers will accept our new
products.
MANAGEMENT AND EMPLOYEES. Our future success depends in significant
part upon the continued service of our key technical and senior management
personnel and our continuing ability to attract and retain highly qualified
technical and managerial personnel in the future. We have in the past
encountered some difficulties in fulfilling our hiring needs in the Columbia,
Maryland and Denver, Colorado employment markets, and there can be no assurance
that we will be successful in hiring and retaining qualified employees in the
future. We have had to rely on the issuance of shares of our common stock in
order to attract, retain and provide incentives to key personnel and
consultants, all of which has been a drag on corporate earnings. We plan to
continue using this form of compensation for these purposes; however, as we
become more established in the marketplace, we hope to be able to lessen our
reliance on stock compensation and lower the amount of shares that must be paid
out. There can be no assurance that we can continue to build a qualified
workforce without reliance on this stock issuance.
PROPRIETARY RIGHTS. We are not aware that our products, trademarks or
other proprietary rights infringe on the proprietary rights of any third
parties. There can be no assurance that third parties will not assert
infringement claims against us in the future with respect to current or future
products. As the number of software products in the industry increases and the
functionality of these products further overlaps, we believe that software
developers may become increasingly subject to infringement claims. Any such
claims against us, with or without merit, could result in costly litigation or
might require us to enter into royalty or licensing agreements. Such royalty and
licensing agreements, if required, may not be available on terms acceptable to
us.
VARIABILITY OF OPERATING RESULTS. Our revenue and operating results
have fluctuated significantly from quarter to quarter, and may continue to
fluctuate, due to a combination of factors. These factors include relatively
long sales cycles for certain products, the timing or cancellation of orders
from major customers, the timing of new product introductions by us or our
competitors, our use of third-party distribution channels, the fulfillment of
large one-time orders to particular customers and general economic conditions
and other factors affecting capital spending. For example, a longer than
expected sales cycle for the SecureView-TM- Products delayed anticipated
revenue. Additionally, we generally ship orders in the quarter in which such
orders are received, and accordingly, revenue in any quarter is substantially
dependent on the orders booked and shipped in that quarter. We have typically
16
<PAGE>
recognized a substantial portion of our revenue in the last month of the
quarter, with much of this revenue concentrated in the last two weeks of the
quarter. Because our operating expense levels are relatively fixed and based, to
some extent, on anticipated revenue levels, a small variation in revenue can
cause significant variations in operating results from quarter to quarter and
may result in losses. Further, we has not yet achieved our earnings potential,
developed out our business plan or introduced major product offerings to the
market. Our first full year of operations under its current business plan was in
1999, and we did not increase our sales and markets efforts significantly until
the second quarter of 1999. As a result, sales levels remain relatively low.
Yet, the costs we are incurring are based on much larger anticipated sales
levels. Due to all of the foregoing, we believe that period-to-period
comparisons of our results of operations are not necessarily meaningful and
should not be relied upon as indications of future performance.
PRODUCT OBSOLESCENCE. Our current products and products under
development are limited in number and concentrated primarily in the markets for
identification and surveillance products. The life cycles of the our products
are difficult to estimate due in large measure to changing and developing
technology as well as the unknown future effect of products introduced by our
competition. Price reductions or declines in demand for our products, whether as
a result of competition, technological change or otherwise, would have a
materially adverse effect on our business, operating results and financial
condition.
SENSITIVE SERVICE ORDER DEMAND A majority of our revenue in the three
months ended March 31, 2000 was derived from contract electronic component
assembly and test services. Historically, the demand for this type of work was
responsive to economic conditions. Currently, economic conditions are generally
good and the demand for this type of work is significant, particularly in the
commercial sector. As a result, we have been able to maintain good and
reasonable profit margins on this type of work. There is no assurance, however,
that the demand for this type of work will remain high or that we will continue
to obtain good profit margins on this type of contract service work.
VOLATILITY OF STOCK PRICE. The market price of our Common Stock has
experienced significant volatility, and is likely to continue to be
significantly affected by factors such as actual or anticipated fluctuations in
our operating results, our failure to meet or exceed published earnings
estimates, changes in earnings estimates or recommendations by securities
analysts, announcements of technological innovations, new products or new
contracts by us or our existing or potential competitors, developments with
respect to patents, copyrights or proprietary rights, adoption of new accounting
standards affecting the software industry, general market conditions and other
factors. In addition, the stock market has from time to time experienced
significant price and volume fluctuations that have particularly affected the
market prices for the common stock of technology companies which have often been
unrelated to the operating performance of such companies. These broad market
fluctuations may materially adversely affect the market price of our common
stock. Further, we have issued a substantial amount of non-registered,
restricted stock which is not trading in the public market, including:
approximately 2,000,000 shares to the former shareholders of RealView Systems,
Inc., 150,000 shares to the former shareholders to Xyros Systems, Inc., 420,000
shares to the former shareholder
17
<PAGE>
of Eastern Tech Manufacturing Corp, 706,000 shares to key employees and
consultants under the View Systems, Inc. 1999 Restricted Share Plan and 550,000
shares to its President, CEO and Chairman of the Board of Directors, Gunther
Than. These shares can be traded, subject to restrictions, in the public market
after the expiration of certain required holding periods. The recipients of
these shares will likely seek to sell them in the public market that may have
the effect of depressing the share price in the public market. There can be no
assurance that the trading price of our Common Stock will not experience
substantial volatility in the future.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Hal Peterson, a former Vice President of Sales and Marketing of Xyros
and a trust he controls filed suit against the Company on October 28, 1999. The
lawsuit alleges that the Company has not timely paid interest and other monies
due Hal Peterson, which Xyros had agreed to pay under two promissory notes made
by Xyros, in the original principal amounts of $45,000 and $30,000,
respectively. As part of its acquisition of Xyros, the Company guarantied the
repayment of these promissory notes. The outstanding principal under the
promissory notes was not due until December 31, 1999, and the dates for payment
of accrued interest are not specified. Prior to its acquisition of Xyros, that
company, which was controlled by Hal Peterson, had not paid interest on the
notes and the Company intended at the time of acquisition to pay the notes in
full when the Company had raised sufficient working capital to pay the notes.
The Company is defending the lawsuit. Notwithstanding this defense, the Company
intends to pay these promissory notes from the proceeds realized from exercise
of the warrants, whose shares upon exercise are being registered in this
offering. Hal Peterson beneficially owns a substantial stake in View Systems,
Inc. due to provisions he negotiated as part of its acquisition of Xyros.
Several years prior to the Company's acquisition of Eastern Tech
Manufacturing Corp., the President of Eastern Tech, Lawrence Seiler, became
involved in a series of transactions arising out of his performance of a
contract for Boeing, Inc. that are the subject of a criminal indictment and
prosecution pending in the U.S. District Court of the District of Columbia.
Preliminary to this action, the Federal Bureau of Investigation, Washington
Field Office (the "FBI") seized certain assets they believed were involved in
the transactions in question. At one time, Eastern Tech had an interest in one
of the seized assets, namely a corporate bank account holding $63,572.21 titled
in the name of Eastern Tech. Eastern Tech has subsequently transferred all
right, title and interest in this bank account to Lawrence Seiler in exchange
for his forgiving an obligation of the corporation to pay him fees for services
he has rendered to Eastern Tech.
The Company acquired Eastern Tech on May 25, 1999, and following this
acquisition, Lawrence Seiler was named the President of Eastern Tech. On
December 4, 1999, Lawrence Seiler was removed as President of Eastern Tech and
is now an independent sales representative to the Company. Eastern Tech is not a
party to the proceedings involving Lawrence Seiler.
The Company has inquired with the Assistant U.S. Attorney handling the
prosecution of Mr. Seiler's case whether Eastern Tech is the subject of a civil
or criminal investigation arising out of these events and has been
18
<PAGE>
advised that the Company was not involved.
ITEM 2. CHANGES IN SECURITIES
From January 1, 2000, to January 8, 2000, we sold 74,728 shares of
common stock at $1.75 per share to investors in an offering of securities we
opened on November 11, 1999. We sold these securities in exempt transactions
pursuant to Rule 506 of Regulation D promulgated pursuant to the Securities Act
of 1933, as amended. We sold these shares only to accredited investors or to
sophisticated investors known personally by our management. Each investor was
given a confidential private placement memorandum providing disclosures required
by Rule 502 of Regulation D. Each investor executed a subscription agreement
pursuant to which the investor made certain representations and warranties
including, INTER ALIA, that the shares were being acquired for investment
purposes and not with an eye toward immediate resale and distribution. Each
subscription carried registration rights pursuant to which we agreed with each
investor to register their shares at our expense in the next registration of
securities we made with the Securities and Exchange Commission and any
applicable state jurisdictions. We did not use an underwriter or private
placement agent in connection with the sale of these securities.
On February 14, 2000, Richard Gray, a sales representative, exercised
options to acquire 26,000 shares at $.01 per share. Mr. Gray had been issued
these options on September 1, 1999, as non-qualified options pursuant to the
View Systems 1999 Stock Option Plan.
On January 10, 2000, we commenced a limited offering of shares of our
common stock pursuant to Rule 506 of Regulation D promulgated pursuant to the
Securities Act of 1933, as amended. The offering was made to only one
institutional accredited investor entity. On February 18, 2000, to Rubin
Investment Group, an institutional accredited investor entity, within the
meaning of Rule 501(a)(8) promulgated pursuant to the Securities Act of 1933, as
amended, in which all equity owners are accredited investors, we sold and
issued:
1. 800,000 shares of the Company's common stock;
2. a warrant to purchase:
a. 1,000,000 shares of common stock during the five
month period following February 18, 2000, at an
exercise price of $2.00 per share;
b. 500,000 shares of common stock during the six month
period following February 18, 2000, at an exercise
price of $2.00 per share; and
3. a warrant to purchase 1,000,000 shares of common stock during
the three year period following February 18, 2000, at an
exercise price of $2.00 per share.
At closing, we received $400,000. The securities purchased pursuant to the
investment of Rubin Investment Group carry demand and piggyback registration
rights, pursuant to the Registration Rights Agreement attached as an exhibit.
Rubin Investment Group was provided with a confidential private placement
memorandum and it executed a subscription agreement pursuant to which it
provided certain representations and warranties including, INTER ALIA, that the
securities were acquired for investment purposes only and not with any eye
toward immediate resale and distribution.
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On March 20, 2000, Gunther Than exercised options to acquire shares of
our common stock at $.01 per share. Also, on this date, Andrew Jiranek exercised
options to acquire shares of our common stock at $.01 per share. The options
exercised by Mr. Than and Mr. Jiranek were issued in September 16, 1999, under
the View Systems, Inc. 1999 Stock Option Plan. The shares issued were
non-registered, restricted stock pursuant to Rule 144 promulgated under the
Securities Act of 1933.
On March 21, 2000, we issued 15,000 shares to Dan Rubin, after he
exercised warrants with an exercise price of $2.00 per share that he obtained on
February 18, 2000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Our subsidiary, Xyros Systems, Inc., is the maker of two promissory
notes in favor of two former shareholders of Xyros, Ken Weiss and Hal Peterson.
The promissory notes are alleged to evidence loans from Ken Weiss and Hal
Peterson to Xyros prior to the time that we acquired Xyros. We have guarantied
repayment of the indebtedness evidenced by these notes. The promissory notes to
Ken Weiss carry an outstanding principal balance of $35,000, plus accrued and
unpaid interest, which the notes state accrues at the rate of 10% per annum. The
notes in favor of Ken Weiss have a stated maturity date of December 31, 1999.
Ken Weiss has not made formal demand for repayment of the notes.
The notes in favor of Hal Peterson carry an outstanding principal
balance of $75,000, plus accrued and unpaid interest, which the notes state
accrues at the rate of 10% per annum. The notes in favor of Hal Peterson have a
stated maturity date of December 31, 1999. Hal Peterson has initiated legal
proceedings to collect the notes. We are defending these legal proceedings.
The notes were prepared by Ken Weiss and Hal Peterson when they were
running Xyros. At the time the notes were prepared, we believe Xyros had
insufficient working capital. Consequently, we are looking into whether the
notes should be properly characterized as equity transactions, rather than
loans. Moreover, the notes were never approved by the board of directors of
Xyros and we are investigating whether Ken Weiss's execution of the notes on
behalf of Xyros was ultra vires and not binding on the company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Inapplicable
ITEM 5. OTHER INFORMATION
Inapplicable
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
(A) EXHIBITS:
<TABLE>
<S> <C>
3.1 (1) Articles of Incorporation
3.2 (1) By-laws
4.1 (1) Form of Subscription Agreement For 11/11/99 Rule 506 Offering and Terms of Offering Pages From
Private Placement Memorandum, Dated November 11, 1999, Describing Rights of Subscribers
</TABLE>
20
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<TABLE>
<S> <C>
4.2 (2) Subscription and Investment Representation Agreement Between View Systems, Inc. and Rubin
Investment Group, dated February 18, 2000
4.3 (2) First Common Stock Purchase Warrant between View Systems, Inc. and Rubin Investment Group,
dated February 18, 2000
4.4 (2) Second Common Stock Purchase Warrant between View Systems, Inc. and Rubin Investment Group,
dated February 18, 2000
4.5 (2) Registration Rights Agreement between View Systems, Inc. and Rubin Investment Group, dated
February 18, 2000
4.6 (1) View Systems, Inc. 1999 Stock Option Plan
4.7 (attached to report) Non-qualified Stock Option Agreement With Richard W. Gray
4.8 (1) Non-qualified Stock Option Agreement With Gunther Than
4.9 (1) Non-qualified Stock Option Agreement With Andrew Jiranek
10.1 (3) License and Distribution Agreement with Visionics Corporation
10.2 (attached to report) View Systems, Inc. Employment Agreement with Keith Company
10.3 (4) Agreement Between View Systems, Inc. and Magnum Financial Services, Inc., Dated February 27,
2000
11. (attached to report) Statement re: Computation of Per Share Earnings
23. (3) Consent of Experts
27. (attached to report) Financial Data Schedule
</TABLE>
- ----------------------
(1) Incorporated By Reference From Issuer's Registration Statement
on Form SB-2 Filed With The Securities & Exchange Commission
On January 11, 2000
(2) Incorporated By Reference From Issuer's Report On Form 8k,
dated February 19, 2000
(3) Incorporated By Reference From Issuer's Report On Form 10KSB,
Dated March 30, 2000
(4) Incorporated By Reference From Issuer's Registration Statement
on Form SB-2/A Filed With The Securities & Exchange Commission
on April 27, 2000
(B) REPORTS ON FORM 8-K
We filed one report on Form 8-K during the quarter for which this
report is filed. On February 19, 2000, we filed an 8-K in connection with the
investment by Rubin Investment Group, an accredited investor entity, of up to
$5,400,000. See Item 2 above.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the Undersigned,
thereunto duly authorized.
View Systems, Inc.
Registrant
May 15, 2000 /s/ GUNTHER THAN
Date ----------------------------
GUNTHER THAN
21
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PRESIDENT & CEO
May 15, 2000 /s/ ANDREW L. JIRANEK
Date ----------------------------
ANDREW L. JIRANEK
VP, SECRETARY AND GENERAL COUNSEL
22
<PAGE>
EXHIBIT 4.7 NON-QUALIFIED STOCK OPTION AGREEMENT WITH RICHARD W. GRAY
Non-Qualified Option No. 1
No. of Shares: 30,000
- -------------------------------------------------------------------------------
THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR WITH ANY STATE SECURITIES REGULATORS AND
ARE OFFERED PURSUANT TO ONE OR MORE EXEMPTIONS AVAILABLE UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE
SECURITIES IS RESTRICTED AS PROVIDED IN SECTION 5 BELOW.
- -------------------------------------------------------------------------------
VIEW SYSTEMS, INC.
STOCK OPTION
AND
STOCK OPTION AGREEMENT
This Stock Option is granted and this Stock Option Agreement (the
"Agreement") is executed by and between View Systems, Inc., a Florida
corporation (the "Company"), and Richard W. Gray, 5605 Wood Thrush, Fairfax,
Va. 22032 (the "Optionee"), effective September 1, 1999.
RECITALS
A. The Company has duly adopted the View Systems, Inc. 1999 Stock Option
Plan, a copy of which is attached hereto as Exhibit A (the "Plan").
B. The Plan authorizes the Board of Directors or a Committee appointed by
the Board of the Company to grant stock options to officers and employees.
C. The Board of Directors has selected the Optionee to receive stock
options under the Plan.
D. Optionee understands that the Company grants Optionee stock options with
the expectation that Optionee will significantly contribute to the future growth
of the Company and attainment of its goal of achieving a size and make-up
suitable for public equity markets.
NOW, THEREFORE, THE COMPANY AND THE OPTIONEE COVENANT AND AGREE AS FOLLOWS:
1. NUMBER OF SHARES SUBJECT TO OPTION AND OPTION PRICE. The Company hereby
grants to the Optionee non-qualified Stock Option (not qualified under Section
422 of the Internal Revenue Code of 1986 as amended) (the "Option") to purchase
from the Company Thirty Thousand (30,000) shares of the common stock
<PAGE>
of the Company, $.001 par value (the "Common Stock") at an exercise price of
$.01 per share. The Option is exercisable upon the terms and conditions
contained herein.
2. ADDITIONAL TERMS OF THE OPTION. Subject to the provisions of Paragraph 3
below, the Option shall have the following terms:
2.1. The effective date of the grant of the Option shall be September 1,
1999.
2.2. The Options shall vest and expires as follows:
<TABLE>
<CAPTION>
NUMBER CUMULATIVE
VESTING DATE OF OPTIONS PERCENTAGE VESTED EXPIRATION DATE
- ------------ ---------- ----------------- ------------------
<S> <C> <C> <C>
September 1, 1999 5,000 16.67% September 1, 2004
October 1, 1999 5,000 33.33% October 1, 2004
November 1, 1999 5,000 November 1, 2004
December 1, 1999 5,000 66.66% December 1, 2004
January 1, 2,000 5,000 January 1, 2004
February 1, 2,000 1,000 February 1, 2004
March 1, 2,000 1,000 March 1, 2004
April 1, 2,000 1,000 April 1, 2004
May 1, 2,000 1,000 May 1, 2004
June 1, 2,000 1,000 June 1, 2004
</TABLE>
2.3 To the extent vested, the Option may be exercised in whole or in
part at any time and from time to time prior to the Expiration Date.
2.4. The Option must be exercised, if at all, as to a whole number of
shares.
3. INCORPORATION BY REFERENCE OF THE TERMS AND CONDITIONS OF THE PLAN. The
terms and conditions of this Option shall be subject to all of the terms and
conditions of the Plan, which are expressly incorporated by reference into this
Agreement to the same extent and with the same effect as set forth herein. In
the event of a conflict or inconsistency between the terms and conditions set
forth in this Agreement and the terms and conditions of the Plan, those of the
Plan shall control.
4. EXERCISE OF THE OPTION: DELIVERY OF CERTIFICATES.
4.1. The Option may be exercised only in accordance with the terms and
conditions of Section 8 of the Plan and by delivery to the Company of a Notice
of Exercise substantially in the form of Exhibit B, including all exhibits and
attachments thereto.
4.2. Within a reasonable time after exercise, the Company shall
deliver to the Optionee a certificate for the shares of Common Stock for which
exercise of the Option was made and, unless the Option has expired or been
exercised in full, a new Stock Option Agreement covering the balance of the
shares of Common Stock covered by this Option for which exercise has not been
made. Unless otherwise agreed to by the Company and the Optionee, the new
agreement shall have the same terms and conditions of this Option and Agreement
(except as to the number of shares of Common Stock subject thereto and except to
the extent that the
<PAGE>
Plan has been modified or amended, in which case the new Option and agreement
shall reflect the modified and amended terms and conditions of the Plan).
5. TRANSFERABILITY OF THE OPTION. The Option is transferable only in
accordance with Section 5 of the Plan.
6. WARRANTIES AND REPRESENTATIONS OF THE OPTIONEE. By executing this
Agreement, the Optionee accepts the Option and agrees to be bound by all of the
terms of the Option, this Agreement and the Plan. In accepting the Option, the
Optionee warrants to the Company and agrees with the Company as follows:
6.1. The Optionee will abide by all of the terms and provisions of the
Option, this Agreement and the Plan.
6.2. The Optionee recognizes, agrees and acknowledges that no
registration statement under the Securities Act of 1933, as amended, or under
any state securities law has been filed with respect to the Option or any shares
of Common Stock to be purchased upon exercise of the Option.
6.3. The Optionee warrants and represents that the Option and any
shares of Common Stock of the Company purchased upon exercise of the Option will
be acquired and held by the Optionee for his or her own account, for investment
purposes only, and not with a view towards the distribution or public offering
thereof nor with any present intention of reselling or distributing the same at
any particular future time.
6.4. The Optionee agrees not to sell, transfer or otherwise dispose of
the Option or any shares of Common Stock of the Company purchased upon exercise
of the Option, except as specifically permitted by this Agreement and the Plan.
<PAGE>
7. PROCEDURES UPON PERMITTED TRANSFER. The sale, gift, pledge, encumbrance
or other transfer of all or any of the shares of Common Stock shall be subject
to the conditions set forth in the restrictive legend found in Section 13 of the
Plan.
8. INDEMNIFICATION BY THE OPTIONEE. The Optionee agrees to indemnity and
hold the Company harmless from any loss or damage, including attorney's fees or
other legal expenses, incurred in the defense or payment of any such claim
against the Company resulting from a breach by the Optionee of the
representations, warranties or provisions contained in this Agreement.
9. FINANCIAL STATEMENTS; DISCLOSURE INFORMATION. Optionee shall deliver to
the Company written notice of Optionee's intent to exercise this Option at least
ten (10) days prior to the date of such exercise. Upon receipt of such notice,
the Company shall promptly provide the Optionee and the Optionee's professional
financial advisors with access to the Company's most recent audited financial
statements (and, if available, audited financial statements for the two
preceding fiscal years) and disclosure information that it has filed with the
SEC or NASD under the Securities Act of 1933 and the Securities and Exchange Act
of 1934 and any associated rules and regulations.
10. NO RIGHT TO CONTINUED RELATIONSHIP. Nothing herein shall confer upon
the Optionee the right to continue as an officer, employee, director or
contractor of or with the Company, nor affect any right which the Company may
have to terminate its relationship with the Optionee. Except as may be otherwise
limited by a written agreement between Company and Optionee, the right of
Company to terminate at will Optionee's employment with it at any time is
specifically reserved and acknowledged by Optionee.
12. FURTHER ASSURANCES. From time to time and upon request by the Company,
the Optionee agrees to execute such additional documents as the Company may
reasonably require in order to effect the purposes of the Plan and this
Agreement.
13. BINDING EFFECT. This Agreement shall be binding upon the Optionee and
such Optionee's heirs, successors and assigns, including the Qualified Successor
of the Optionee (as this term is defined in the Plan). The obligations of the
Optionee hereunder, including specifically the covenant not to compete and the
indemnification obligations, shall survive any termination of the Options or the
Option Plan.
14. WAIVERS/MODIFICATIONS. No waivers, alterations or modifications of this
Agreement shall be valid unless in writing and duly executed by the party
against whom enforcement of such waiver, alteration or modification is sought.
The failure of any party to enforce any of its rights against the other party
for breach of any of the terms of this Agreement shall not be construed a waiver
of such rights as to any continued or subsequent breach.
15. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Maryland and any disputes hereunder shall be resolved in Maryland
courts.
<PAGE>
In witness whereof, the parties have executed this Agreement as of the day
and year above written.
View Systems, Inc.
By:____________________________________
Optionee:
_______________________________________
EXHIBIT B
NOTICE OF EXERCISE OF STOCK OPTION
I, _______________, pursuant to that certain View Systems, Inc. Stock
Option and Stock Option Agreement (the "Stock Option"), dated ________, granting
me a conditional Non-Qualified Option to purchase 25,000 shares of common stock
of View Systems, Inc. 1999 Stock Option Plan, hereby elect to exercise my option
to purchase ___ shares of common stock of View Systems, Inc. This option to
purchase is being exercised in accordance with, and subject to, all of the terms
and conditions of the Stock Option and the View Systems, Inc. 1999 Stock Option
Plan. I hereby reaffirm all of the representations and warranties I made in the
Stock Option.
The consideration for the exercise of the option is:
Check, cash or certified funds in the amount of $_____ that
is submitted with this notice; Payment of Shares with a current value
of $_______________
<PAGE>
EXHIBIT 10.2 EMPLOYMENT AGREEMENT WITH KEITH COMPANY
EMPLOYMENT AGREEMENT
This Employment Agreement (hereinafter "Agreement") is entered into
between View Systems, Inc., whose principal place of business is 9693 Gerwig
Lane, Suite O, Columbia, Maryland 21046, fax (410) 290-5917 ("Employer") and
Keith Company, 26953 Caicos Court, Murrieta California 92563 ("Employee").
In consideration of the employment of Employee by Employer, Employer
and Employee agree as follows:
1. EMPLOYMENT, COMPLETE AGREEMENT, AND MODIFICATION
Commencing April 1, 2000, Employer agrees to employ and continue to
employ Employee and Employee agrees to be employed by Employer on the terms and
conditions set forth herein. This Agreement supersedes all previous
correspondence, promises, representations, and agreements, if any, either
written or oral. No provision of this Agreement may be modified except by a
writing signed both by Employer and Employee.
<PAGE>
2. DUTIES
Employee shall perform any and all duties now and hereafter assigned to
Employee by Employer, or performed by Employee whether or not assigned to
Employee. Specifically, Employee will develop a dealers network and ensure
equitable pricing and service practices, identify and sign up product resellers
and dealers, provide to your group necessary sales training and product support,
provide customer service to those signed dealers, resellers and customers,
develop sales representatives for regional support and sales team, distribute
incentive monies through sales driven incentives, and promote View Systems
(collectively, the "Servces"). Employee agrees to abide by Employer's rules,
regulations, and practices, including those concerning work schedules, vacation
and sick leave, as they may from time to time be adopted or modified.
3. COMPENSATION.
(a) MONTHLY CASH PAYMENTS. Employer will pay Employee for
his Services the monthly amount of $4,000 per month. This fee shall be
payable monthly, on the first day of the month for which the services are to
be provided, and shall be subject to periodic review and adjustment by the
Employer. Upon termination of this Agreement, payments under this paragraph
shall cease; provided, however, that Employee shall be entitled to payments
for periods or partial periods that occurred prior to the date of termination
and for which Employee has not yet been paid and also for other payment
provided under this Agreement.
(b) INCENTIVE BONUS. If Employee procures sales totaling
$1,000,000 at any time during a complete year of service, Employee shall be
entitled to a bonus payment of $20,000 (2% of invoiced sales), which can be
paid, at the sole option of the Employer, either in non-registered common stock
of the Employer at an exchange price equal to the trading price of the stock in
the public market on the date the bonus accrues, or in cash.
(c) OPTIONS. Pursuant to the Stock Option Plan that is adopted
by Employer, Employee shall be granted non-qualified options to purchase shares
of Employer Common Stock, such Options to accrue and to be granted in the event
that Employee is employed and according to the following schedule. This schedule
shall be monthly grants of options to purchase 4,000 shares of Employer's common
stock, with such service deemed to have begun on April 1, 2000. The options
issued under the Employer's Stock Option Plan (beginning March 1, 2000) shall
have a strike or exercise price of $.01 per share. These options are available
for the first three months of employment.
4. COMMISSIONS. In addition to payments as provided in paragraph 3
above, Employer shall be paid commission on sales as provided in this paragraph.
For purposes of this Agreement:
(i) "New Business" shall mean actual sales of Product for
which a purchase order is submitted by the Employee for sale to a
<PAGE>
customer, value added reseller, OEM or other strategic partner or account,
provided that (A) the Product being ordered is not the subject of a previous
purchase order or contract for such customer, and (B) the ordering customer has
not ordered or received any Product as a direct result of efforts of other
representatives of Employer.
(ii) "Invoiced Price" shall mean the net invoiced
price for the Products delivered to the customer, as
reflected in the Employer's invoice rendered to the customer, after deduction of
all trade discounts, freight and transportation charges or transportation
allowances, all sales and other taxes, C.O.D. charges, insurance and similar
costs and charges. The Invoiced Price for the Products shall not include any
invoiced charges for services or set-up charges rendered by the Employer or
others, or any invoiced amounts for any samples, development work and
engineering which may be required and paid for by the customer.
(a) Subject to subsection (c) hereof, the Employee shall be
entitled to receive commissions based on the Invoiced Price of deliveries by the
Employer during the term of this Agreement of Products constituting New Business
which are sold to customers pursuant to purchase orders submitted by the
Employee and for which the Employer actually receives payment. The amount of the
commissions shall be: (i) with respect to sales at list price and shipments by
the Employer to an end user of such product; and (ii) with respect to shipments
by the Employer to OEMs, value added resellers and customers to whom the
Employer sells its products at a discount to list will be paid at 4 % of the
Invoiced Price. Additionally, a 2% commission will be paid on the Invoiced Sale
Price on accounts that are managed by Employee at Employer's discretion and fall
within the Employee's regional sales territory, excluding corporate OEM's and
preferred partners, for all other accounts a negotiated percentage will be
agreed upon by Employer and Employee.
(b) The Employer shall have the right to deduct from or charge
back against the Employee's commission account the amount of any commissions
credited or paid to the Employee in respect of Products which have been returned
by a customer, any allowance credited to a customer for any reason and all
allowable deductions made by a customer when remitting payment, such as for
adjustments, discounts and credits. The Employer shall have the right to charge
back against the Employee's commission account a pro rata amount of any
commissions already credited or paid to the Employee when final settlement is
made or completed with a customer on other than a full payment basis. Any such
settlement shall be made at the sole discretion of the Employer. The Employer
shall have the right to deduct from or charge back against the Employee's
commission account a pro rata amount of any commissions previously paid or
credited to the Employee on shipments for which the Employer shall not have been
fully paid by the customer in accordance with the payment terms applicable to
the order, regardless of the reason for such non-payment. If any such sums are
realized at a later date upon said accounts, the Employer will pay the Employee
its percentage of commission applicable to the original sale on the net proceeds
of such subsequent collection.
(c) Commissions shall be payable within 20 days after the end
of each month in which the Employer receives payment of any invoice in respect
of which the Employee is entitled to a commission pursuant to
<PAGE>
Section 4(b) above. The Employee shall not be entitled to any advance payments.
(d) The Employer will furnish the Employee, on a monthly
basis, a statement showing the Invoiced Price of shipments to Employer's
customers during the preceding calendar month, the computation of credits and
deductions to the Employee's account and the net balance due.
5. TERMINATION OF EMPLOYMENT
This is an at will employment. Employer may terminate Employee at any
time with or without cause. Employee may terminate Employee's employment at any
time with or without cause. Employer shall provide Employee either thirty (30)
days prior written notice of termination or severance pay in an amount equal to
Employee's salary on date of termination for thirty (30) days. Employee shall
provide Employer thirty (30) days prior written notice of his or her
termination.
6. DUTY TO DEVOTE FULL TIME AND TO AVOID CONFLICT OF INTEREST
Employee agrees that during the period of employment, Employee shall
devote full-time efforts to his or her duties as an employee of Employer. During
the period of employment, Employee further agrees not to (i) solely or jointly
with others undertake or join any planning for or organization of any business
activity competitive with the business activities of Employer; and (ii) directly
or indirectly, engage or participate in any other activities in conflict with
the best interest of Employer.
7. INFORMATION DISCLOSED REMAINS PROPERTY OF EMPLOYER
All ideas, concepts, information, and written material disclosed to
Employee by Employer, or acquired from a customer or prospective customer of
Employer, are and shall remain the sole and exclusive property and proprietary
information of Employer or such customers, and are disclosed in confidence by
Employer or permitted to be acquired from such customers in reliance on
Employee's agreement to maintain them in confidence and not to use or disclose
them to any other person except in furtherance of Employer's business.
8. CONFIDENTIALITY
(a) Definition. During the term of employment with Employer, Employee
will have access to and become acquainted with various trade secrets and other
proprietary and confidential information which are owned by Employer and which
are used in the operation of Employer's business. "Trade secrets and other
proprietary and confidential information" consists of the names of the
Employer's customers and resellers and the nature of the Employer's
relationships with such customers and resellers; the designs, component costs
of, and suppliers to Employer's security and surveillance systems that it has
developed or is in the process of developing: the developments, improvements and
inventions that are or may be produced in the course of the Employer's
operations; the business of the Employer's customers (and resellers) and
potential customers (and resellers) which submit private material to the
Employer for handling and processing; the suppliers of any of the components for
Company's Computer Systems and
<PAGE>
the costs of these components; or any other information, not generally known,
concerning the Company or its operations, products, personnel or business,
acquired, disclosed, or made known to you while in the employ of the Company,
which , is used or disclosed, could with reasonable possibility, materially and
adversely affect the business of the Company, or accord to a competitor of the
Company a materialized competitive advantage.
(a) No Disclosure. Employee shall not disclose or use in any manner,
directly or indirectly, any such trade secrets and other proprietary and
confidential information either during the term of this Agreement or at any time
thereafter, except as required in the course of employment with Employer.
Employee shall use his best efforts in complying with this obligation.
7. RETURN OF MATERIAL
Employee agrees that, upon request of Employer or upon termination of
employment, Employee shall turn over to Employer all documents, disks or other
computer media, or other material in his or her possession or under his or her
control that (i) may contain or be derived from ideas, concepts, Creations, or
trade secrets and other proprietary and confidential information as set forth,
or (ii) are connected with or derived from Employee's services to Employer.
8. COVENANT NOT TO COMPETE
a. RESTRICTION. Employee agrees that he or she will not, during the
course of employment or for a period of twelve (12) months commencing upon the
expiration of employment, voluntarily or involuntarily, directly or indirectly,
anywhere in California, Oregon or Washington, assist others to develop, sell and
market digital video security and surveillance systems substantially similar to
the systems and products that are produced (or are in the process of
development) by View Systems, Inc. or its subsidiaries or affiliates, at the
time Employee terminates employment with Employer. This restriction shall apply,
without limitation, to any and all systems Employer or the corporate
subsidiaries that it controls have developed or are in the process of
developing.
b. EMPLOYEE'S ACKNOWLEDGEMENTS AND AGREEMENTS. Employee acknowledges
and agrees that Employer is primarily engaged in the business of digital imaging
systems for video security and surveillance. Employee further acknowledges and
agrees to the reasonableness of this covenant not to compete and the
reasonableness of the geographic area and duration of time, which is a part of
said covenant. Employee also acknowledges and agrees that this covenant will not
preclude Employee from becoming gainfully employed following termination of
employment with Employer.
9. INDUCING EMPLOYEES TO LEAVE EMPLOYER; EMPLOYMENT OF EMPLOYEES
Any attempt on the part of Employee to induce others to leave
Employer's employ, or the employee of Employer's subsidiaries or corporate
affiliates, or any effort by Employee to interfere with Employer's relationship
with its other employees would be harmful and damaging to Employer. Employee
agrees that during the term of
<PAGE>
employment and for a period of eighteen (18) months thereafter, Employee will
not in any way, directly or indirectly (i) induce or attempt to induce any
employee of Employer (or its subsidiaries, corporate affiliates) to quit
employment with Employer (or its subsidiaries, corporate affiliates); (ii)
otherwise interfere with or disrupt Employer's (or Employer's subsidiaries,
corporate affiliates) relationship with its employees'; (iii) solicit, entice,
or hire away any Employee of Employer (or Employer's subsidiaries, affiliates);
or (iv) hire or engage any employee of Employer (and its subsidiaries,
affiliates) or any former employee of Employer (and its subsidiaries,
affiliates) whose employment with Employer ceased less than one (1) year before
the date of such hiring or engagement.
10. NONSOLICITATION OF BUSINESS
For a period of twelve (12) months from the date of termination of
employment, Employee will not divert or attempt to divert from Employer (or its
subsidiaries, corporate affiliates) any business Employer (or its subsidiaries,
corporate affiliates) had enjoyed or solicited from its customers during the
eighteen (18) months prior to termination of his or her employment.
11. REMEDIES - INJUNCTION
In the event of a breach or threatened breach by Employee of any of the
provisions of this Agreement, Employee agrees that Employer--in addition to and
not in limitation of any other rights, remedies, or damages available to
Employer at law or in equity shall be entitled to a permanent injunction in
order to prevent or restrain any such breach by Employee or by Employee's
partners, agents, representatives, servants, employees, and/or any and all
persons directly or indirectly acting for or with Employee.
12. SEVERABILITY
In the event that any of the provisions of this Agreement shall be held
to be invalid or unenforceable in whole or in part, those provisions to the
extent enforceable and all other provisions shall nevertheless continue to be
valid and enforceable as though the invalid or unenforceable parts had not been
included in this Agreement. In the event that any provisions relating to the
time period or scope of a restriction shall be declared by a court of competent
jurisdiction to exceed the maximum time period or scope such court deems
reasonable and enforceable, then the time period or scope of the restriction
deemed reasonable and enforceable by the court shall become and shall thereafter
be the maximum time period or the applicable scope of the restriction.
13. GOVERNING LAW
This Agreement shall be construed and enforced according to the laws of
the State of Maryland.
14. AGREEMENT READ, UNDERSTOOD, AND FAIR
Employee has carefully read and considered all provisions of this
Agreement and agrees that all of the restrictions set forth are fair
<PAGE>
and reasonable and are reasonably required for the protection of the interest of
Employer.
EMPLOYER: EMPLOYEE:
________________________________ __________________________________________
Signature Signature
Gunther Than Keith Company
CEO, View Systems, Inc.
________________________________ __________________________________________
Date Date
<PAGE>
EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS
(In thousands, except earnings per share data)
<TABLE>
<CAPTION>
Three months ended
March 31
2000 1999
---- ----
<S> <C> <C>
Net (loss) income ($429) ($164)
Basic earnings per common share ($.06) ($.04)
Diluted earnings per common share ($.06) ($.04)
Weighted average common shares
outstanding 8,109 4,817
Weighted average common shares
outstanding assuming 8,109 4,817
dilution
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEET OF VIEW SYSTEMS, INC. AS OF MARCH 31, 2000 AND THE RELATED
STATEMENTS OF INCOME AND CASH FLOWS FOR THE THREE-MONTH PERIOD THEN ENDED AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001075857
<NAME> VIEW SYSTEMS INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> $122,004
<SECURITIES> 0
<RECEIVABLES> 87,113
<ALLOWANCES> 0
<INVENTORY> 135,764
<CURRENT-ASSETS> 344,881
<PP&E> 351,848
<DEPRECIATION> 61,186
<TOTAL-ASSETS> 865,157
<CURRENT-LIABILITIES> 342,092
<BONDS> 0
0
0
<COMMON> 8,108,781
<OTHER-SE> 523,065
<TOTAL-LIABILITY-AND-EQUITY> 865,157
<SALES> 50,017
<TOTAL-REVENUES> 110,412
<CGS> 60,395
<TOTAL-COSTS> 60,395
<OTHER-EXPENSES> 479,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,190
<INCOME-PRETAX> (428,983)
<INCOME-TAX> 0
<INCOME-CONTINUING> (428,983)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (428,983)
<EPS-BASIC> (0.06)
<EPS-DILUTED> (0.06)
</TABLE>
