As filed with the Securities and Exchange Commission on February 12, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Amendment No. ___________)
View Systems, Inc.
(Exact Name of Small Business Issuer as Specified in its Charter)
Florida 5045 59-2928366
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
President and Chief Executive Officer
925 West Kenyon Avenue, Suite 15
Englewood, Colorado 80110
(303)783-9153
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-----------------------
Gunther Than
9693 Gerwig Lane, Suite O
Columbia, Maryland 21046
(410)290-5919
(Name, Address and Telephone Number of Agent For Service)
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
boxes and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following boxes and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
Calculation of Registration Fee
Title and Par Value of each class of Amount to be Proposed Proposed Amount of
securities to be registered (Maximum) Registered1 maximum maximum Registration
aggregate offering price Fee
offering
price per share2
Common Stock, Par Value $.001 3,543,000 $.56 $1,984,080.00 $496.02
<FN>
1 If there is a stock split, stock dividend or similar transaction
involving our Common Stock, in order to prevent dilution, the number of
shares registered hereunder will automatically be increased to cover
the additional shares in accordance with Rule 416(a) under the
Securities Act.
2 Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (g).
</FN>
The registrant hereby amends this registration statement as may be necessary to
delay its effective date until we shall file another amendment which
specifically states that this registration statement shall become effective in
accordance with Section 8 (a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the Commission
acting pursuant to Section 8 (a) may determine.
PROSPECTUS
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SUBJECT TO COMPLETION
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
- --------------------------------------------------------------------------------
VIEW SYSTEMS, INC.
a Florida corporation
3,543,000 shares of common stock, par value $.001
---------------------
Trading Symbol This prospectus covers 3,543,000 shares of our
on the common stock for sale by certain selling
NASDAQ Over-The-Counter stockholders of which 943,000 shares are owned
Bulletin Board is by stockholders, 2,000,000 shares will be
"VYST" acquired from us in a private sale after the
effective date of the registration statement
of which this prospectus is a part at a price
of $.40 per share, and 600,000 shares will
be acquired by warrant holders at exercise
prices of $1.00 per share for 500,000 shares
The last reported sale price and $1.25 per share for 100,000 shares. We will
for our common stock as of not receive any proceeds from the sales by
February 5, 2001 was $.56. the selling stockholders; however, we will
receive the proceeds from the 2,000,000 shares
to be sold in the private sale and from the
exercise of the 600,000 warrants. The selling
stockholders are identified in this prospectus.
Investing in the common stock involves a high degree
of risk. See "Risk Factors" beginning on page 2.
-----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
-----------------
Prospectus dated February ___, 2001
We have not authorized any dealer, salesperson or other person to give
any information or to make any representations other than those contained or
incorporated by reference in this prospectus in connection with the offer
contained in this prospectus and, if given or made, you should not rely on such
unauthorized information or representations. Neither we nor the selling
stockholders are making an offer to sell or a solicitation of any offer to buy
securities in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation. You should not assume that the information provided in
this prospectus is accurate as of any date other than the date on the front of
this prospectus.
TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY 1
RISK FACTORS 2
CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS 10
USE OF PROCEEDS 10
SELLING STOCKHOLDERS 11
PLAN OF DISTRIBUTION 12
LEGAL PROCEEDINGS 13
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 16
DESCRIPTION OF SECURITIES 17
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITY 18
DESCRIPTION OF OUR BUSINESS 18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION 25
DESCRIPTION OF PROPERTY 32
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND RELATED STOCKHOLDER MATTERS 32
EXECUTIVE COMPENSATION 33
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE 34
AVAILABLE INFORMATION 35
ADDITIONAL INFORMATION 35
- i -
PROSPECTUS SUMMARY
This summary only highlights the more detailed information appearing
elsewhere in this prospectus or incorporated in this prospectus by reference. As
this is a summary, it may not contain all information that is important to you.
Our Company
We develop, produce and market digital video systems and products used
for security and surveillance. We also have a business line of an acquired
company, Eastern Tech Manufacturing Corp. ("ETMC"), which provides contract
electronic component assembly services and which we are also utilizing in the
manufacture of our products.
We have executive offices at 925 West Kenyon Avenue, Suite 15,
Englewood, Colorado 80110 and engineering and production facilities at 9693
Gerwig Lane, Suite O, Columbia, Maryland 21045 and our telephone number is
(303)783-9153. Our World Wide Web address is www.viewsystems.com. A copy of this
prospectus may be accessed from our website. Other information on our website
does not constitute part of this prospectus.
The Offering
The selling stockholders are offering 3,543,000 shares of common stock.
The 3,543,000 shares of common stock include 943,000 shares owned by the selling
stockholders, 2,000,000 shares to be acquired in a private purchase after the
effective date of the registration statement of which this prospectus is a part,
and 600,000 shares to be acquired by other selling stockholders upon the
exercise of their warrants. After the offering we will have 13,848,620 shares
outstanding.
There are 11,248,620 shares of common stock outstanding as of the date
of this prospectus. This excludes 506,800 shares of common stock subject to
outstanding employee stock options and 2,700,000 shares subject to outstanding
warrants.
As used in this prospectus, the terms "we," "us," "our," and "View
Systems" means View Systems, Inc., and the term "common stock" means our common
stock, par value $.001 per share.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should carefully consider the following risk factors before investing in our
common stock.
Risks Relating to Our Business
We have a limited operating history with our products and we may experience
difficulties in development, assembly and production of our products.
We may not be able to successfully develop all of our products because
of their complex engineering, assemble them because of our lack of experience or
profitably make them because of our inability to buy components at discounted
prices.
It will be difficult for our engineers to develop WebViewTM, CareviewTM
and ViewStorageTM so they can be marketed and provide enhancements and upgrades
that we anticipate will be needed for PlateViewTM and SecureViewTM (see
"Description of Business -- Our Products"). New products and enhancements and
upgrades for our existing products require the design of complex electronic
circuitry and the development of long and complex software code instruction sets
to power our computer hardware. Our engineers may discover tha they can not
economically design the new products we have conceived in our business plan or
make enhancements and upgrades to our products in response to problems
discovered from field installations, technological advances in competing
products or components, or new functionality required by the marketplace. In
that event, we may be forced to abandon products that are currently in our
business plan, either because they are no longer feasible or would not be
profitable to manufacture and sell.
To produce our products, we must successfully convert our subsidiary
ETMC's manufacturing capacity to production of our products. When we bought it,
ETMC was in the business of electronic component assembly, typically assembly of
cables, computer circuits and wire harnesses. Production of our products
requires that we implement new manufacturing processes that assure the quality
required by our industry. Because it is difficult to develop, implement and
maintain these required types of manufacturing processes, there is no assurance
that we will be able to do that.
To profitably produce our products, we must obtain components assembled
into our products at prices that are discounted by our suppliers because of
large quantity orders and there is no assurance we will be able to do that. We
do not have sufficient sales of our products to justify large quantity component
orders and there is no assurance that we will achieve these sales.
We have experienced development stage losses.
We commenced operations in September 1998. Although our company was
incorporated in 1989, we remained a shell company until the fall of 1998. We had
operating losses of $3,670,896 for the year ended December 31, 1999, and
$1,179,373 for the nine months ended September 30, 2000, and we expect these
losses to continue for the foreseeable future.
Sales of our products have been limited since we commenced operations.
As a result of the expenses we have incurred for research and development,
marketing, and hiring and retaining key personnel, our expenses have greatly
exceeded our revenues. For the foreseeable future, we expect these losses to
continue.
-2-
Most of our revenues to date have been produced from sales of contract
electronic assembly services. However, we can not achieve profitability with
this service revenue. Our profitability is dependent on our ability to increase
sales of our security and surveillance products. In order to increase such
sales, we will need to significantly increase our spending on items such as:
o development of enhancements and upgrades to our existing
SecureView(TM) line of products;
o research for new products; o marketing and business development
expenses; and
o employment related expenses for the hiring and retention of key
personnel.
If these expenses do not help us generate increased sales of our
security and surveillance products, we will not become profitable and we will be
forced to reevaluate our business plan.
Our capital is limited and we will need additional financing to implement our
business plan and continue operations.
We require substantial working capital to fund our business. We expect
that additional funds will be necessary for our company to implement our
business plan. We have developed a business plan to grow our company that
assumes that we will have additional capital available to us. Our business model
encompasses:
o the engagement of additional marketing and sales personnel;
o product development;
o software development; and
o the acquisition of laboratory and testing equipment.
Our ability to continue operations will depend on our positive cash flow, if
any, from future operations and on our ability to raise additional funds through
equity or debt financing. We anticipate that we will require approximately
$3,000,000 for the fiscal year 2001 to implement fully our business plan and
growth strategy.
We will seek to obtain additional funds through sales of equity and/or
debt, or other external financing in order to fund our current operations and to
achieve our business plan. If we are unable to obtain financing in the amounts
desired and on acceptable terms, or at all, we may be required to reduce
significantly the scope of our presently anticipated expenditures, which could
have a material adverse effect on our growth prospects and the market price of
our common stock. If we raise additional funds by issuing equity securities, our
stockholders will be further diluted.
The successful operation of our business depends upon the supply of hardware and
software from third parties.
Our operations depend on a number of third parties for hardware and
software components. We have limited control over these third parties. We
assemble our systems by combining commercially available hardware and software
together with our proprietary software. We license software components that are
integrated into our proprietary software and installed on our systems. We have
license agreements for compression software components, facial recognition and
database search software components and optical character recognition software
components. Any breaches of these agreements by such third parties, or any
errors, failures, interruptions, or delays experienced in connection with these
third party technologies could negatively impact our relationship with users and
adversely affect our brand and our business, and could expose us to liabilities
to third parties.
-3-
Our services and reputation may be adversely affected by product defects or
inadequate performance.
We believe that we offer state-of-the art products that are reliable
and competitively priced. In the event that our products do not perform to
specifications or are defective in any way, our reputation may be materially
adversely affected and we may suffer a loss of business and a corresponding loss
in revenues.
We may face risks associated with potential acquisitions, investments, strategic
partnerships or other ventures, including whether such transactions can be
located, completed and the other party integrated with our business on favorable
terms.
As part of our long-term growth strategy, we may seek to acquire or
make investments in complementary businesses, technologies, services or products
or enter into strategic relationships with parties who can provide access to
those assets, if appropriate opportunities arise. From time to time, we may
enter into discussions and negotiations with companies regarding our acquiring,
investing in, or partnering with their businesses, products, services or
technologies. We may not identify suitable acquisition, investment or strategic
partnership candidates, or if we do identify suitable candidates, we may not
complete those transactions on commercially acceptable terms or at all.
Acquisitions often involve a number of special risks, including the following:
o we may experience difficulty integrating acquired operations,
products, services and personnel;
o the acquisition may disrupt our ongoing business;
o we may not be able to successfully incorporate acquired technology
and rights into our service offerings and maintain uniform
standards, controls, procedures, and policies;
o we may not be able to retain the key personnel of the acquired
company;
o the businesses we acquire may fail to achieve the revenues and
earnings we anticipated; and
o we may ultimately be liable for contingent and other liabilities,
not previously disclosed to us, of the companies that we acquire.
We may not successfully overcome problems encountered in connection
with potential future acquisitions. In addition, an acquisition could materially
adversely affect our operating results by:
o diluting your ownership interest;
o causing us to incur additional debt; and
o forcing us to amortize expenses related to goodwill and other
intangible assets.
Any of these factors could have a material adverse effect on our
business. These difficulties could disrupt our ongoing business, distract our
management and employees and increase our expenses. Furthermore, we may incur
indebtedness or issue equity securities to pay for any future acquisitions.
There are certain provisions of our Articles of Incorporation and Bylaws that
could have anti-takeover effects.
Certain provisions of our Articles of Incorporation, as amended, and
our bylaws could make more difficult our acquisition by means of a tender offer,
a proxy contest or otherwise and the removal of our incumbent officers and
directors. Our Articles of Incorporation and bylaws do not provide for
cumulative voting in the election of directors. Our bylaws permit the board of
directors to implement staggered terms for board members.
-4-
Our Articles of Incorporation exempt us from the Florida statutes
governing control-share acquisitions. Generally, under the statute, a person
intending to acquire 20% or more of our shares must give us notice of such
intent and request approval of the acquisition by our board of directors. If the
board of directors fails to approve the acquisition then such persons may
request a meeting of the stockholders at which stockholders will be given an
opportunity to vote on whether such shares will be accorded full voting rights.
Refusal by the stockholders to accord full voting rights would result in the
proposed acquirer obtaining shares that could not be voted on any matters to
come before the stockholders. Certain acquisitions are exempt from the effects
of the statute, such as mergers, business combinations or other acquisitions
that have been approved by the board of directors, as well as acquisitions of
shares issued by us in our original offering or in subsequent offerings approved
by the board.
Our success is dependent upon the protection of our intellectual property.
Certain features of our products and documentation are proprietary and
we rely on a combination of contract, copyright, trademark and trade secret laws
and other measures to protect our proprietary information. Our technology could
fall into our competitors' hands. We rely on keeping our technology secret from
our competitors. We do not have any patents for our product designs or
innovations. Further, we have not applied for copyright protection for our
computer schematic designs or software source code. At the same time, we have
entered into and expect to enter into business arrangements where we share our
proprietary technology with business partners and employees. These arrangements
are necessary to develop and sell our products. We require that these parties
sign agreements that they will keep our proprietary technology confidential.
There can be no assurance that these parties will honor their contractual
commitments.
As part of our confidentiality procedures, we generally enter into
confidentiality and invention assignment agreements with our employees and
consultants and mutual non-disclosure agreements with our manufacturing
representatives, dealers and systems integrators. We also limit access to and
distribution of our software, documentation and other proprietary information.
We cannot offer assurances that the steps we have taken will prevent
misappropriation of our technology or that agreements entered into for that
purpose will be enforceable. Notwithstanding the precautions we have taken, it
might be possible for a third party to copy or otherwise obtain and use our
proprietary information without authorization.
We may have to chose other trade identifiers for our products,
resulting in a loss of investment in these trade identifiers. We have not yet
applied for federal trademark protection for the trademarks associated with our
products, such as SecureView(TM), CareView(TM), WebView(TM) and ViewStorage(TM).
We may not be able to register these trademarks with the US Patent and Trademark
Office or we may be forced to abandon these trademarks because other persons
have established proprietary rights in them.
We also rely on a variety of technologies that we license from third
parties. We cannot make any assurances that these third-party technology
licenses will continue to be available to the company on commercially reasonable
terms. Our inability to maintain or obtain upgrades to any of these technology
licenses could result in delays in completing our proprietary technology
enhancements and new developments until equivalent technology could be
identified, licensed or developed and integrated. Any such delays would
materially adversely affect our business, results of operations and financial
condition.
Intellectual property infringement claims would harm our business.
Although we do not believe that we are infringing the intellectual
property rights of others, claims of infringement are becoming increasingly
common as the software industry develops and legal protections, including
patents, are applied to software products. Litigation may be necessary to
protect our proprietary technology, and third parties may assert infringement
claims against us with respect to their proprietary rights. Any future claims or
-5-
litigation can be time-consuming and expensive regardless of their merit.
Infringement claims against us can cause product release delays, require us to
redesign our products or require us to enter into royalty or license agreements,
which agreements may not be available on terms acceptable to us or at all. In
the future, we may also need to file lawsuits to enforce our intellectual
property rights, to protect our trade secrets, or to determine the validity and
scope of the proprietary rights of others. Such litigation, whether successful
or unsuccessful, could result in substantial costs and diversion of resources,
which could have a material adverse effect on our business, results of
operations and financial condition.
Gunther Than's services are critical to the success of our company and if he
were to leave View Systems, it would have a detrimental effect on our company.
We believe that the management and other experience of Gunther Than,
our President and Chief Executive Officer, is critical to our success and the
loss of his services would have a detrimental impact on our business. Although
Mr. Than has signed an employment agreement with us, this agreement may be
terminated by Mr. Than on not less than 60 days notice, subject to a one year
covenant not to materially compete with us. Our success will also depend on our
ability to hire and retain other qualified management, including trained and
competent research and technical, marketing and sales personnel.
We may not be able to keep up with market demands for product design and
development.
The market for 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 initially released our
SecureView-4 into the market in July 1999. We cannot offer any assurances that
we will be successful in developing, marketing and selling sufficient volumes of
our SecureView-4 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. There also can be no assurance that our new
products will gain satisfactory market acceptance.
We may be subject to product liability claims.
If an intrusion or other event that our products are designed to detect
occurs in a setting where our products have been installed, we may be subject to
a claim that an error or omission on our part contributed to the damages
resulting from such event, which damages could be substantial. Such a claim
could be made whether or not our product performed properly under the
circumstances. We carry product liability insurance which management believes is
adequate; however, a product liability judgment or settlement in excess of
available insurance proceeds could have a material adverse effect on our
financial condition and results of operations and any adverse claim or
settlement could have an adverse effect on the availability and cost to us of
product liability insurance.
Our failure to expand into international markets could harm our business.
In order to compete in our industry, we intend to continue to expand
our operations outside of the United States and enter additional international
markets, primarily through the establishment of additional reseller
arrangements. We expect to commit additional time and development resources to
customizing our products and services for selected international markets and to
developing international sales and support channels. We cannot assure that such
efforts will be successful.
We face certain difficulties and risks inherent in doing business
internationally, including, but not limited to:
-6-
o costs of customizing products and services for international
markets;
o dependence on independent resellers;
o multiple and conflicting regulations;
o exchange controls;
o longer payment cycles;
o unexpected changes in regulatory requirements;
o import and export restrictions and tariffs;
o difficulties in staffing and managing international operations;
o greater difficulty or delay in accounts receivable collection;
o potentially adverse tax consequences;
o the burden of complying with a variety of laws outside the
United States;
o the impact of possible recessionary environments in economies
outside the United States; and
o political and economic instability.
Our successful expansion into certain countries will require additional
modification of our products, particularly national language support. Our
current export sales are denominated in United States dollars and we currently
expect to continue this practice as we expand internationally. To the extent
that international sales continue to be denominated in U.S. dollars, an increase
in the value of the United States dollar relative to other currencies could make
our products and services more expensive and, therefore, potentially less
competitive in international markets. To the extent that future international
sales are denominated in foreign currency, our operating results will be subject
to risks associated with foreign currency fluctuation. We would consider
entering into forward exchange contracts or otherwise engaging in hedging
activities. To date, as all export sales are denominated in U.S. dollars, we
have not entered into any such contracts or engaged in any such activities. As
we increase our international sales, seasonal fluctuations resulting from lower
sales that typically occur during the summer months in Europe and other parts of
the world may affect our total revenues.
Risks Relating to Our Industry
Because we are subject to intense competition, primarily from larger more
established companies, we may not have the financial resources to increase our
market share.
The market for video surveillance and identification products is very
competitive and subject to rapid technological advances and the frequent
introduction of new and enhanced products. The industry in which we operate has
become even more competitive over the last several years as security issues and
concerns have become a primary consideration worldwide. With respect to close
circuit television (CCTV) system components and access control systems, there
are numerous companies that market directly or through distributors such
equipment to both retail and non-retail customers. We compete in marketing our
systems and products principally on the basis of product performance, multiple
technologies, service and price.
To compete successfully, we must continue to design, develop,
manufacture and sell new and enhanced products that will respond to customer
requirements and allow us to capture market share from our competitors. We
expect the intensity of competition to continue to put pressure on our
engineering research and development departments as existing competitors enhance
and expand their products. Any failure of our engineering department to keep
pace with technological advances could adversely affect our ability to capture
market share. Increased competition also may result in price reductions or
reduced gross margins as more companies compete with one another by lowering
prices. We must be able to keep our production costs low relative to our
competition.
-7-
Many of our competitors have advantages including established
positions, brand name recognition, greater assets, personnel, sales and
financial resources and established distribution networks. These larger more
established competitors include Polaroid Corporation, Loronix Information
Systems, Sensormatic Corporation and NICE Systems, Ltd. The distribution
networks of these larger more established competitors gives them an advantage in
achieving higher sales volumes. If they can achieve higher sales volumes, they
can spread their costs over larger numbers of units, thereby reducing their per
unit production costs and increasing their profitability.
Competitors with greater financial resources may be able to offer lower
prices or other incentives that we cannot match or offer. Some of our
competitors produce a more comprehensive product line that may give them an
advantage in selling products competitive to ours. We cannot be certain that we
will be able to compete successfully against existing or other competition in
the future.
Our inability to keep up with technological changes in our industry and identify
emerging markets may render our products obsolete.
The industry in which we operate is characterized by unpredictable and
rapid technological changes and evolving industry standards. We will be
substantially dependent on our ability to identify emerging markets and develop
products that satisfy such markets. We cannot assure that we will be able to
accurately identify emerging markets or that any products we have or will
develop will not be rendered obsolete as a result of technological developments.
We believe that competition in our business will intensify as technological
advances in the field are made and become more widely known. Many companies with
substantially greater resources than ours are engaged in the development of
products similar to those we sell. Commercial availability of such products
could render our products obsolete, which would have a material adverse effect
on our company.
We may be subject to increased government regulation.
We are not subject to government regulation in the manufacture and sale
of our products or in the components in our products. However, our resellers and
end users will be subject to numerous federal, state, local and foreign
regulations that stem from proposed activities in surveillance. Security and
surveillance systems, including cameras, raise privacy issues. Our products
involve both video and audio. The regulations regarding the recordation and
storage of this data are uncertain and evolving. For example, under the Federal
wiretapping statute, the audio portion of our surveillance systems may not
record people's conversations without their consent. Further, there are state
and federal laws associated with recording video in non-public places. Shipments
of our products internationally may be regulated as to certain countries that
raise national security concerns. All of these regulations may be amended in
response to new scientific evidence or political or economic considerations. Any
significant change in regulations could adversely affect demand for our products
in regulated markets.
Risks Relating to our Common Stock and the Offering
Our stock price has been and may continue to be very volatile.
The market price of the shares of our common stock has been, and is
likely to be, highly volatile and could be subject to wide fluctuations in
response to factors such as:
o actual or anticipated variations in our results of operations;
o announcements of new products or technological innovations by us
or our competitors; and
o general conditions in the digital imaging and computer
industries.
-8-
Further, the stock markets have experienced extreme price and volume
fluctuations that have particularly affected the market prices of equity
securities of many technology companies and that often have been unrelated or
disproportionate to the operating performance of such companies. These broad
market fluctuations may significantly and negatively affect the market price of
our common stock.
We have issued options and warrants that could have a dilutive effect on our
stockholders.
We have issued numerous options and warrants to acquire our common
stock that, upon exercise, could have a dilutive effect on our stockholders. As
of January 23, 2001, we had issued options to purchase 506,800 shares of our
common stock, exercisable at prices ranging from $.01 to $2.07 per share, with a
weighted average exercise price of approximately $1.56 per share and warrants to
purchase 2,700,000 shares of our common stock, exercisable at prices ranging
from $.50 to $2.25 per share with a weighted average exercise price of
approximately $.675 per share. The increase in the outstanding shares of our
common stock as a result of the exercise of the options and warrants could
result in a significant decrease in the percentage ownership of our common stock
by the purchasers of our common stock.
Since we are subject to the penny stock rules, we are subject to extensive
government regulation, which makes it more difficult and expensive to raise
necessary capital and could impact the market for the shares.
Our common stock is subject to the "penny stock" rules. As long as the
price of our shares remains below $5.00 and we are unable to obtain a listing of
our stock on the NASDAQ System or other national stock exchange, we will be
subject to the "penny stock" rules. In general, the penny stock rules impose
requirements on securities brokers who sell such securities to persons other
than established customers and accredited investors (generally those with assets
in excess of $1,000,000, or annual incomes exceeding $200,000 or $300,000
together with their spouse), which tend to reduce the level of trading activity
in a stock. Among other things, these rules require that securities brokers:
o make a special suitability determination before recommending a
penny stock;
o deliver a risk disclosure document prior to purchase;
o disclose the commissions payable to both the broker-dealer and
the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market-maker,
the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market; and
o provide customers with monthly statements containing recent
price information.
Consequently, the "penny stock" rules may restrict the ability of broker-dealers
to sell our common stock and may affect the ability to sell our common stock in
the secondary market.
In addition, we may decide to register additonal shares of common stock under
the Securities Act after the closing of this offering for use by us as
consideration for future acquisitions. If we decide, upon registration and
issuance, these shares generally will be freely tradable, unless the resale
thereof is contractually restricted or unless the holders thereof are subject to
the restrictions on resale provided under the Securiies Act.
Future sales of our common stock in the public market may depress our stock
price and could limit our ability to raise capital.
The introduction of the shares offered under this prospectus into the
public market market could
-9-
be sold in limited amounts and with certain restrictions in the public market
pursuant to Rule 144 under the Securities Act. If the Stockholders sell then in
the public market, it could depress the price of our stock. Such sales, or even
the potential for such sales, could also effect our ability to raise capital
through the sale of equity securities.
The market for our company's securities is limited and may not provide adequate
liquidity.
Our common stock is currently traded on the Over-The-Counter Bulletin
Board (the "OTCBB"). As of February 6, 2001, reports that there are 16 active
market makers of our common stock. In order to trade shares of our common stock,
you must use one of these 16 market makers, unless you trade your shares in a
private transaction. The average daily trading volume, as reported by the OTCBB
as of February 6, 2001 over the last year was 51,944 shares. However, in the 120
days prior to February 6, 2001, the actual trading volume ranged from a low of
200 shares of common stock to a high of 160,400 shares of common stock. This low
trading volume means there is limited liquidity in our shares of common stock
which result in a limited trading market for our common stock. In addition, the
price of our common stock as traded on the OTCBB is extremely volatile. During
the 120 days prior to February 6, 2001, the price difference between the daily
low and high price of our common stock as traded on the OTCBB ranged from a low
of $.375 per share to a high of $.875 per share. The variance in our share price
occurring on a daily basis makes it extremely difficult to forecast with any
certainty the stock price at which you may might be able to buy or sell your
shares of our common stock.
CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements under the federal
securities laws. We caution you to be aware of the speculative nature of
"forward-looking statements". We intend to identify forward-looking statements
in this prospectus using words such as "believes," "intends," "expects," "may,"
"will," "should," "plan," "projected," "contemplates," "anticipates," or similar
statements. These statements are based on our good faith beliefs as well as
assumptions we made using information currently available to us. Because these
statements reflect our current views concerning future events, these statements
involve known and unknown risks, uncertainties and assumptions that could cause
actual future results to differ significantly from the results discussed in the
forward-looking statements. Some, but not all, of the factors that may cause
these differences include those discussed in the Risk Factors section of this
prospectus. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this prospectus. In making these
cautionary statements, we are not committed to addressing or updating each
factor in future filings or communications regarding our business or results, or
addressing how any of these factors may have caused results to differ from
discussions or information contained in previous filings or communications.
USE OF PROCEEDS
We are registering the shares for the benefit of the selling
stockholders and they will sell the shares from time to time under this
prospectus. We will receive $800,000 in proceeds from the sale of units to
Mid-West First National, Inc. and Pacific First National, Corp. after the
registration statement of which this prospectus is a part of is declared
effective. We may also receive up to $625,000 in proceeds from the sale of
warrants to purchase 500,000 shares at $1.00 per share held by Columbia
Financial Group, LLC and warrants to purchase 100,000 shares at $1.25 per share
held by Magnum Financial Group, LLC (see "Selling Stockholders" below). The
selling stockholders are not obligated to exercise their warrants, and there can
be no assurance that they will exercise all or any of them. We intend to use the
proceeds to be received by us for working capital, which may include payment of
salaries, rent, research and development, purchase of inventory and marketing
expenses. We will pay all the costs of this offering, with the exception of the
costs incurred by the Selling Stockholders for their legal counsel and the costs
they may incur for brokerage commissions on the sale of their shares.
-10-
SELLING STOCKHOLDERS
In July, 2000, we entered into a consulting agreement with Magnum
Financial Group, LLC pursuant to which we agree to pay $5,000 per month for six
months, 25,000 shares of common stock and warrants to purchase an additional
200,000 shares at exercise prices of $1.25 for 100,000 shares, $1.75 for 50,000
shares and $2.25 for 50,000 shares in exchange for investor and public relations
services. We also agreed to register for resale at our expense the shares of
common stock underlying the warrants. This prospectus covers 100,000 of such
shares
In September, 2000, we entered into a consulting agreement with
Columbia Financial Group, LLC in which we agreed to issue 500,000 shares of
common stock and warrants to purchase an additional 500,000 shares at an
exercise price of $1.00 per share in exchange for investor and public relation
services. We agreed to register at our expense for resale the shares of common
stock underlying the warrants. This prospectus covers 500,000 shares underlying
the warrants upon exercise.
In October, 2000 we entered into a consulting agreement with John
Clayton in which we agreed to issue 500,000 shares of common stock to him in
consideration for certain business consulting and corporate development
services. The consulting agreement continues until terminated by either party
upon 30 days written notice. This prospectus covers all of such shares.
In December, 2000, we agreed to sell to each of Mid-West First
National, Inc. and Pacific First National Corp. in a private placement,
1,000,000 Units at a price of $.40 per Unit or $400,000 from each. Each Unit
consists of one share of common stock and a five year warrant to purchase an
additional share of common stock at an exercise price of $.50 per share. The
closings of these sales are to occur within ten days after a registration
statement filed by us with the SEC which includes the shares becomes effective.
In connection with the sale of the shares, the purchasers agreed to provide
certain financial consulting services and we agreed to grant them certain rights
of first refusal with respect to future public offerings. This prospectus covers
the 1,000,000 shares to be acquired by each of the purchasers.
In addition to the shares described above, this prospectus covers
certain additional shares acquired by other stockholders in private placements
to which we agreed to register for resale at our expense. The shares were
acquired in the period from October to December, 2000 at prices per share
ranging from $.25 to $.50.
-11-
The table below lists all of the above described Selling Stockholders
none of which have any material relationship with us.
Common Stock Common Stock
Beneficially Owned Prior Beneficially Owned After
to Offering(1) Offering(1)
- -------------------------------------------------------------------------------------------------------------------------------
Number of Shares
Being
Name of Selling Stockholder Shares Percent Registered Shares Percent
Columbia Financial Group, LLC 500,000 4.2% 500,000 0 *
Magnum Financial Group, LLC 213,780 1.8% 100,000 113,780 *
Mid-West First National, Inc. 2,000,000 15.0% 1,000,000 1,000,000 7.2%
Pacific First National, Corp. 2,000,000 15.0% 1,000,000 1,000,000 7.2%
John Clayton 500,000 4.2% 500,000 0 *
Gary Klamrowski 110,000 * 80,000 20,000 *
Bruce Lesniak 116,000 1.0% 80,000 36,000 *
Marlin Schul 20,000 * 20,000 0 *
Kenneth Rome 40,000 * 40,000 0 *
Dr. M. Brandenburg 15,000 * 15,000 0 *
Dr. Edwin Eppler 10,000 * 10,000 0 *
Adel Yaacoub 40,000 * 40,000 0 *
Jack Goris 20,000 * 20,000 0 *
Trudy Freeman 38,000 * 38,000 0 *
- ------------------------------
* Indicates beneficial ownership of less than 1% of the outstanding shares of
our common stock.
(1) Shares beneficially owned include all shares underlying warrants that the
Selling Stockholder has a right to acquire within 60 days of the date of this
prospectus.
PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale by the Selling
Stockholders of up to 3,543,000 shares of common stock par value $.001 per
share, assuming the exercise of their warrants.
The shares covered by this prospectus may be offered and sold from time
to time by the Selling Stockholders. The Selling Stockholders will act
independently of us in making decisions with respect to the timing, manner and
size of each sale. The Selling Stockholders may sell the shares being offered
hereby on the Over-The-Counter Bulletin Board, or otherwise, at prices and under
terms then prevailing, at prices related to the then current market price, or at
negotiated prices. Registration of the shares does not necessarily mean that any
of the shares will be offered by the Selling Stockholders.
Shares may be sold by one or more of the following means of
distribution:
-12-
o block trades in which the broker-dealer so engaged will attempt to sell
such shares as agent, but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by such broker-dealer
for its own account pursuant to this prospectus;
o over-the-counter distributions in accordance with the rules of the NASD;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
o privately negotiated transactions.
The Selling Stockholders and any persons who participate in the sale of
the securities offered in this registration statement may be deemed to be
"underwriters" within the meaning of the Securities Act and any commissions paid
or discounts or concessions allowed to any person and any profits received on
resale of the securities offered may be deemed to be underwriting compensation
under the Securities Act.
We will not receive any of the proceeds from the sale of shares by the
Selling Stockholder. We will bear all expenses of the offering, except that the
Selling Stockholders will pay all underwriting commissions, brokerage fees and
transfer taxes as well as fees of their counsel.
In effecting sales, brokers, dealers or agents engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Stockholders in amounts to be negotiated prior to the sale. Such brokers
or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales, and any such commissions,
discounts or concessions may be deemed to be underwriting discounts or
commissions under the Securities Act.
In order to comply with the securities laws of certain states, the
shares must be sold in such states only through registered or licensed brokers
or dealers. In addition, in certain states shares may not be sold unless they
have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirements is available and
has been complied with.
The rules and regulations in Regulation M under the Exchange Act
provide that during the period that any person is engaged in the distribution
(as defined therein) of our common stock, such person generally may not purchase
shares of our common stock. The Selling Stockholders are subject to such
regulation which may limit the timing of its purchases and sales of shares of
our common stock.
At the time a particular offer of shares is made, if required, a
prospectus supplement will be distributed that will set forth the number of
shares being offered and the terms of the offering, including the name of any
underwriter, dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public.
LEGAL PROCEEDINGS
We are not a party to any pending legal proceedings that would have a
material effect on our operations.
-13-
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
Our directors, executive officers and key employees, their respective
ages and positions, and biographical information on them is set forth below.
Name Age Position Held
- ---- --- -------------
Gunther Than 53 President, CEO and Director since September 1998
Dr. Martin Maassen 56 Director since May, 1999; Chairman of the Board
since April 2000
Dr. Michael L. Bagnoli 42 Director since May 1999, Secretary since July
2000
Bruce Lesniak 41 Senior Vice President of Corporate Development
since March 1999
David Bruggeman 56 Vice President of Engineering since February 1999
All directors hold office until the next annual stockholders meeting or
until their death, resignation, retirement or until their successors have been
elected and qualified. Vacancies in the existing board are filled by a majority
vote of the remaining directors.
Our executive officers are chosen by our Board of Directors and serve
at its discretion. There are no existing family relationships between or among
any of our directors or executive officers. Messers. Lesniak and Bruggeman are
not an or executive officer.
Gunther Than, President, Director and CEO
Gunther Than has served as our President and Chief Executive Officer
since September 1998. He also served as Chairman of the Board from September
1998 to April 2000, and as a director since April 2000. From 1994 - 1998, Mr.
Than was the founder, President and CEO of RealView Systems, Inc. and View
Technologies, Inc., software developers. Mr. Than continues as President, CEO
and director of View Technologies, Inc. Prior to founding RealView Systems,
Inc., Mr. Than held a variety of executive business management positions. Mr.
Than is a graduate of the University of Wisconsin, with a dual degree in
engineering physics and applied mathematics.
Bruce E. Lesniak, Senior Vice President of Corporate Development
Mr. Lesniak is an independent consultent who has been designated our
Senior Vice President of Corporate Development since March 1999. In this
capacity, Mr. Lesniak heads our corporate development, sales and marketing
departments. For 14 years prior thereto, he was employed by ADT Security
Services, the largest security system integrator in the U.S. and was its
National Director of Business Development from 1997 to 1999. Mr. Lesniak
received an undergraduate degree from Illinois State University.
David C. Bruggeman, Vice President of Engineering
Mr. Bruggeman joined us as Vice President of Engineering in February
1999, in connection with our acquisition of Xyros Systems, Inc. Mr. Bruggeman
manages our engineering department and is responsible for
-14-
design and product development. Mr. Bruggeman has been designing in the computer
industry for over 37 years, with an emphasis on video and audio products in the
past ten years. He was a founder of Xyros and its Vice President Operations from
1997 through 1999. Prior thereto, he was Vice President, Product Management
Systems of Excellence, Inc., a publicly held video teleconferencing company,
where he managed technical hardware and software design and product support.
From 1994 to 1995, Mr. Bruggeman was Director of Project Management and Advanced
Programs for MELA Associates, Inc., a privately held government contractor,
where he directed the activities of a major U.S. Department of Defense program.
Martin Maassen, M.D., Chairman of the Board
Dr. Maassen became a Director in May 1999. He became our Chairman of
the Board in April, 2000. He is board-certified in internal medicine and
emergency medicine and has served as a staff physician in the emergency
departments of Jackson County, Deaconess, Union and St. Elizabeth hospitals in
Indiana since 1977. In addition to practicing medicine, he maintains an
expertise in computer technologies and their medical applications.
Michael L. Bagnoli, D.D.S., M.D., Director and Secretary
Dr. Bagnoli became a Director in May 1999. He holds degrees as a
medical doctor and a dental specialist. Since 1988 he has practiced dentistry in
the specialty area of oral and masiofacial surgery for a physician group in
Lafayette, Indiana. He introduced in his practice arthroscopy surgery along with
the full scope of arthroplastic and total joint reconstruction. Dr. Bagnoli was
founder, CEO and president of a successful medical products company, Biotek,
Inc., which was sold in 1994.
Board of Directors Committees
Our board of directors has established an executive compensation
committee and an audit committee, the members of both of which are our
independent directors.
The audit committee is primarily charged with the review of
professional services provided by our independent auditors, the determination of
the independence of those auditors, our annual financial statements, and our
system of internal accounting controls. The audit committee also reviews such
other matters with respect to our accounting, auditing and financial reporting
practices and procedures as it finds appropriate or as is brought to its
attention, including our selection and retention of independent accountants.
The compensation committee is charged with the responsibility of
reviewing executive salaries, administering bonuses, incentive compensation and
our stock option plans and approving our other executive officer benefits. The
compensation committee also consults with our management regarding pension and
other benefit plans, and our compensation policies and practices in general.
Compensation of Directors
We compensate our independent directors, Messrs. Maassen and Bagnoli,
by the issuance of 5,000 shares of our common stock for each month of service.
We do not have any arrangement for compensating our directors in cash for the
services they provide in their capacity as directors, including services for
committee participation or for special assignments.
-15-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table lists as of January 31, 2001, the beneficial
ownership of our outstanding common stock by: each person known by us to own
beneficially 5% or more of our outstanding common stock; each of our executive
officers; each of our directors; and all executive officers and directors as a
group.
Beneficial ownership of the Selling Stockholders after this offering
will depend on the number of shares actually sold by each of them. Beneficial
ownership is determined in accordance with the rules of the SEC and generally
depends on voting or investment power with respect to the shares. For purposes
of calculating the percentages shown in the chart, each person listed is also
deemed to beneficially own any shares that have been issued as of the date of
this prospectus and shares that would be issued by contract or upon exercise of
warrants or options currently exercisable or exercisable within 60 days of the
date of this prospectus. Except as indicated by footnote, the persons named in
the table have sole voting and investment power with respect to all shares of
common stock shown as beneficially owned by them. The inclusion of any shares as
beneficially owned does not constitute an admission of beneficial ownership of
those shares. The address of each person named below is the address of our
principal executive office.
Name of Beneficial Owner Shares(2) Percent
- ------------------------ --------- -------
Officers, Directors and 5% Stockholders
Gunther Than 2,385,940 21.2%
Martin J. Maassen 100,000 *
Michael Bagnoli 30,000 *
All Executive Officers and Directors as a Group 2,515,940 22.3%
(4 persons)
- ----------------------------------
* Indicates beneficial ownership of less than 1% of the outstanding shares of
our common stock.
(1) In the preceding table, shares beneficially owned includes all shares
presently owned by the officer, director or 5% stockholder and all shares
underlying warrants that the officer, director or 5% stockholder has a right to
acquire within 60 days of the date of filing of this prospectus.
(2) In February, 2000 we sold 800,000 shares of common stock at a price of $.50
per share and warrants to purchase 2,500,000 additional shares to Rubin
Investment Group ("Rubin"). The warrants consisted of 1,500,000 shares at an
exercise price of $2.00 per share, 1,000,000 of which were to expire in July
2000, and 500,000 of which were to expire in August 2000 and 1,000,000 shares
which were not to expire until February, 2003 (the "Remaining Warrants") in
partial consideration for Rubin's agreement to perform various public relations
and stockholder services, arrange financings and otherwise assist in our sales
and operations. Rubin exercised 265,000 of the warrants which were to expire in
July. As a result of Rubin's failure to perform its obligations, we terminated
the Remaining Warrants. If the Remaining Warrants had not been terminated and
were exercised, the 1,000,000 shares underlying such warrants would represent
8.8% of our issued and outstanding shares of common stock as of January 31, 2000
and such ownership would be required to be disclosed in the above table together
with an additional 141,200 shares then owned by Rubin.
-16-
DESCRIPTION OF SECURITIES
The summary of the terms of our capital stock set forth below does not
purport to be complete. For a detailed, complete description, please see our
Articles of Incorporation and our Bylaws, copies of which were filed with the
SEC as exhibits to our registration statement on Form SB-2 filed on January 11,
2000.
General
Our authorized capital consists of 50,000,000 shares of common stock,
$0.001 par value. As of the date of this prospectus, there are 11,248,620 shares
of common stock issued and outstanding. An additional 506,800 shares of common
stock are subject to issuance upon the exercise of outstanding options and
2,700,000 shares of common stock are subject to issuance upon the exercise of
outstanding warrants.
The transfer agent for the common stock is Interwest Transfer Co.,
Inc., 1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117.
Common Stock
Each share of our common stock has the same relative rights and is
identical in all respects with every other share of common stock.
Voting
The holders of the common stock are entitled to one vote for each share
they hold of record on all matters submitted to a vote of our stockholders.
Preemptive Rights
Holder of our common stock do not have preemptive rights with respect
to the issuance of shares. The common stock is not entitled to cumulative voting
rights with respect to the election of directors.
Dividends
The holders of common stock are entitled to pro rata dividends and
other distributions, if and when declared, by the board of directors out of
assets legally available for the payment of dividends. The payment of dividends,
if any, in the future rests within the discretion of the board of directors.
Liquidation and Redemption
Upon our liquidation, dissolution or winding up, the holder of each
share of common stock is entitled to share equally in the distribution of our
assets after the payment of liabilities. The holders of common stock are not
entitled to the benefit of any sinking fund provision.
The shares of common stock are not subject to any redemption
provisions, nor are they convertible into any other security or property. All
shares of common stock outstanding are fully paid and non-assessable.
-17-
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITY
Florida corporations are authorized to indemnify against liability any
person who is a party to any legal proceeding because such person is a director
or officer of the corporation. The officer or director must act in good faith
and in a manner reasonably believed to be in the best interests of the
corporation and, with respect to any criminal action or proceeding, have no
reasonable cause to believe the conduct was unlawful. Florida law does not allow
indemnification for an act or omission that involves intentional misconduct or a
knowing violation of a law. In the case of an action by or on behalf of a
corporation, indemnification may not be made if the person seeking
indemnification is found liable, unless the court in which such action was
brought determines such person is fairly and reasonably entitled to
indemnification. Indemnification is required if a director or officer has been
successful on the merits.
The indemnification authorized under Florida law is not exclusive and
is in addition to any other rights granted to officers and directors. A
corporation may purchase and maintain insurance or furnish similar protection on
behalf of any officer or director.
Our articles of incorporation provide for the indemnification of
directors and executive officers to the maximum extent permitted by Florida law.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers or controlling persons pursuant to the
foregoing provisions or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
There is no pending litigation or proceeding involving any of our
directors, officers, employees or agents where indemnification would be required
or permitted. We are not aware of any threatened litigation or proceeding that
would result in a claim for such indemnification.
DESCRIPTION OF OUR BUSINESS
History
- -------
We incorporated in Florida in January, 1989 but did not become active
until September, 1998 when Gunther Than joined us as our president and we began
development of our product line. In October 1998, we acquired Real View Systems,
Inc. a company controlled by Gunther Than and his family by which we acquired
compression technology and computer equipment. In February 1999, we acquired
Xyros Systems, Inc. by which we acquired remote monitoring and storage
engineering, a highly qualified employee staff and computer hardware and
software. In May, 1999, we acquired ETMC, a contract manufacturer of electronic
hardware and assemblies with 15 years of manufacturing experience which business
we have continued to date and whose facilities we use to manufacture our
products. In March, 1999, we made our first sales of our security and
surveillance products. The potential market for security and surveillance
products and services throughout the world is huge and has been enhanced by
digital technology.
Overview
- --------
Surveillance devices are common today and are used as a proven method
for protection and risk management. We develop, produce and market digital
security and surveillance systems and products utilizing video based cameras and
microphones. Our security systems, which are marketed under the trade name
SecureView(TM), record video images digitally and permit their viewing remotely
over the customer's existing CCTV systems together with audio output over
ordinary telephone lines. Digital recording connects data to a
-18-
computer readable format rather than on a conventional video tape. We store the
video output on computer hard disks rather than VCR tapes which significantly
improves access to stored data. In addition, our systems are programmable and
are capable of being customized to satisfy each customer's special requirements,
be it coverage which is continuous or when events are detected. Our digital
systems also employ digital video data compression which saves space and time
for transmissions.
In addition to SecureView(TM), our products include the following:
o ViewStorage(TM)which is a competitively priced programmable
VCR replacement device that records video output digitally
for use with existing CCTV systems and which will not
degrade as tapes do;
o PlateView(TM)which is a license plate recognition system
that uses optical character recognition technology to
provide an additional means of identifying individuals in a
surveillance area for commercial or law enforcement use;
o CareView(TM)which is a system for monitoring loved ones such
as children at a day care center or at home with a baby
sitter or adult relatives at a nursing home or hospice; and
o WebView(TM)which is a low-priced retail product that allows
a user to capture and view remotely camera output from a
limited number of cameras via a connection to a server which
in turn is connected to the world-wide web for use by a
customer desiring a low cost way to monitor remote assets
such as a home or boat.
We currently market our products principally to commercial users for
monitoring facilities for the protection of employees, customers and assets
which leads to both the curtailment of crime and loss prevention. We also market
our products to residential users and law enforcement agencies. We currently
distribute and support our products through a network of value-added domestic
and international resellers which we intend to expand.
Industry Background
- -------------------
The increased functionality that digital technology brings to CCTV
systems has made this a dynamic and rapidly growing market. According to a 1999
report by J. P. Freeman & Co., a privately held market research and consulting
services company that focuses on the security and surveillance industries, the
market size for CCTV systems was $1.3 billion for production and services
revenues in 1998, which market was estimated to grow at a rate of 11-13% per
year. The report forecast this double-digit growth in the total market between
now and 2004, with a possibility of further growth acceleration as the
residential and non-security commercial markets expand. According to the J. P.
Freeman report, an estimated $556 million of the total market in 1998 was
derived from services, such as installation and maintenance, which we do not
provide. However, the report predicted that service revenues in this market
would grow at a slower pace than the revenue growth of the product sector
primarily because of the ability to integrate digital systems with other
commercial and residential electronic systems.
Video transmission is just beginning to transform from what was
"closed-circuit" to a mix of methods that will widen into hard-wired, phone
line, TV cable and wireless link systems. It is expected that this will expand
user demand, create new product opportunities and channels of distribution and
expand the way in which other communication services are used.
-19-
Business Strategy
- -----------------
We distribute our SecureView(TM) line of products, with add-on
features, to the market through a network of value-added resellers. We are also
in discussions with security companies and law enforcement agencies with respect
to distribution agreements.
We have ongoing reseller arrangements with small and medium sized
domestic and international resellers. Our reseller agreements grant a
non-exclusive right to sell our products. The reseller purchases from us at a
discount from list price and on other terms and conditions in effect at the time
of order. The agreements are generally for a term of one year and automatically
renew for successive one year terms unless terminated by notice or in the event
of breach.
We intend to market WebView(TM) through different channels. We plan to
offer WebView(TM) for direct retail sale on the world wide web and wholesale
through retail distributors. We do not have any agreements with any distributors
and will not seek any until we complete development of the product. This product
will be priced at a level to be attractive to retail consumers.
In addition to these products, through our acquisition of ETMC, we
acquired an ongoing business operation of providing contract electronic
component assembly and test services. ETMC had been in operation for over 15
years and had an established base of clients. ETMC had done approximately 60% of
its business for the commercial sector and 40% of its business for the
government sector. ETMC's diverse clients have included Hewlett-Packard, Martin
Marietta, Maryland Government Procurement Office, Lockheed Martin, and John
Hopkins's Applied Physics Labs under contract to NASA. We plan to continue
ETMC's business line while converting a portion of its manufacturing capability
to the production of our security and surveillance products.
Our core strategy is to continue to build products and deliver services
that are marketable while at the same time developing new products and
applications to anticipate and meet the expanding needs of our customers. We are
also attempting to create alliances with various specialty markets which require
the use of security systems such as:
o installers of pools in certain states that require that all residential
pools have an alarm system;
o credit card companies that control their own ATM machines which have
surveillance systems; and
o gas stations and car washes which rely heavily on surveillance systems.
We will also continue to offer upgrades and enhancements to existing
customers as a method of retaining customers. Every customer who does not
participate in the upgrade program is targeted by one of our sales persons one
year after the date of original purchase, at which time our warranty expires, to
offer our newest upgrades to existing systems.
-20-
Our Products
We manufacture several of the hardware components in our systems. We
assemble our systems by combining additional commercially available hardware and
software together with our proprietary software. We license software components
that are integrated into our proprietary software and installed in our systems.
We believe that we can continue to obtain components for our systems at
reasonable prices from a variety of sources. Although we have developed certain
proprietary hardware components for use in our products and purchased some
components from single source suppliers, we believe similar components can be
obtained from alternative suppliers without significant delay.
We have software licensing agreements for (i) compression software
components, (ii) for facial recognition to possibly integrate into our
proprietary software, and (iii) license to integrate commercially available
operating systems software into our proprietary software for installation into
and operation of our products.
SecureView(TM)
SecureView(TM) is a line of digital CCTV recording and remote
monitoring systems. Our digital CCTV SecureView(TM) system:
o takes video images captured by cameras;
o digitizes the video;
o stores the video according to times or criteria specified by the
customer;
o retrieves the visual data selectively in a manner that the
customer considers valuable or desirable;
o transmits the video across computer networks or ordinary phone
lines;
o has two way audio ability that can use real-time to communicate
to the location being monitored; and
o triggers programmed responses to events detected in surveillance
area such as break-ins or other unauthorized breaches of the
secured area.
Our system stores video output on computer hard discs, rather than VCR
tapes. Storage on computer hard discs allows selective access to stored data.
With a VCR, a user must search an entire tape to review a critical event, often
fast forwarding and rewinding. With computer hard disc, a user can gain
immediate access to stored data by doing a controlled search for the desired
data. Our systems come standard with up to 28 days storage.
Our systems are programmable -- they can be pre-set to take actions
when events are detected in the surveillance area. For example, they can be
programmed to begin recording when motion is detected in a surveillance area or
to notify the user if the system is not functioning properly. Because of the
programmable recording features, our systems can eliminate the unnecessary
storage of non-critical image and audio data. This capacity allows the user to
utilize the hard disk storage more efficiently.
Our digital systems employ video data compression. This saves space for
storage and time for transmission especially on low bandwidth channels such as
plain telephone wiring.
Our SecureView(TM) line of products include the following features:
o users can remotely monitor multiple locations from a remote PC; o
o connects to existing CCTV systems allowing retrofit enhancements
using our systems;
o uses any and all forms of telecommunications, such as standard
telephone lines;
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o video can be monitored 24 hours a day by a security monitoring
center;
o allows uninterrupted "2-way" audio transmission while switching,
controlling and monitoring up to 16 cameras per unit;
o local and remote recording, storage and playback for up to 28
days, with optional additional storage capability;
o cameras can be concealed in ordinary home devices such as in
smoke detectors;
o monitors itself to insure system functionality with alert
messages in the event of covert or natural interruption;
o modular expansion system configuration allows user to purchase
add on components at a later date; and
allows a user to set the system
o allows a user to set the system to automatically review an area
in desired camera sequence;
ViewStorage(TM)
ViewStorage(TM) is currently in development and is expected to reach
market later in 2001. ViewStorage(TM) is a competitively priced video storage
system that will archive the video from our systems. This storage device records
video output digitally, and can be configured to house almost any amount of
storage of video output from cameras.
Video recording can be programmed for continuous recording, timed Guard
Tour(TM) recording, or event driven recording. Unlike images stored on tape,
images stored on this VCR replacement device do not degrade over time. It also
does not require the on-going and expensive maintenance required by VCR
recording devices.
ViewStorage(TM) is modular in nature and can be expanded to add
additional storage, up to an amount that meets the requirements of each
particular customer. This product has a unique "camera and date/time filtering"
feature which allows the user to immediately locate the video recorded on a
camera at a given time and date.
PlateView(TM)
PlateView(TM) is a license plate recognition system that uses optical
character recognition technology to provide an additional means of identifying
individuals in a surveillance area. The system can be integrated into an access
control mechanism that can open gates or call an attendant to compare an
identification made from other data, such as a driver's license, with the
identification made with the license plate. Law enforcement personnel can use
this system in traffic enforcement. In addition to plate identification,
officers can receive early warnings as to a number of items, including whether
the owner of a car being stopped has outstanding arrest warrants or whether the
license plate matches the vehicle's registration. PlateView(TM) was brought to
market in the first quarter of 2000.
CareView(TM)
Parent's rising concerns about the safety of their children at home
with a baby sitter or nanny or in a day care center - as well as the treatment
of a loved one in a nursing home - have created the need for a way of monitoring
activities in these facilities. We are developing the CareView(TM) system as an
option for the care facility. Users of the CareView(TM) system access the
Internet to scan the day care center's web site and immediately view the video
output produced by cameras installed at the care facility.
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For nursing and hospice care facilities, the CareView(TM) system allows
family and friends to view loved ones when they are not able to be at the care
facility -- just by accessing the facilities' web sites.
The core of CareView(TM) is a proprietary personal computer board or
component that we have designed. CareView(TM) requires our proprietary software
capable for use on the Internet. We have developed a prototype of CareView(TM)
and have successfully tested it at our Columbia, Maryland facility.
WebView(TM)
We are developing WebView(TM), a low-priced retail product that allows
a user to capture camera output from a limited number of cameras and view that
output remotely via a connection to a server connected to the World Wide Web. It
consists of a proprietary personal computer card or component and proprietary
software that is compatible with use on the world wide web. This product is
ideal for the consumer who would like a low cost way to monitor his/her assets
remotely. We have developed a prototype of WebView(TM) and have successfully
beta tested it.
Markets
- -------
Our family of products offers government and law enforcement agencies,
commercial security professionals, private businesses and residential consumers
a dramatically enhanced surveillance capacity. It also offers a more efficient
and economical method to store, search and retrieve historically stored data.
Residential
-----------
The residential home security user will purchase our products from
either commercial companies installing either self-contained or centrally
monitored systems, or directly from retail distribution centers.
Utilizing our technology, individuals can run their own perimeter and
interior surveillance systems from their own home computer. Real time action can
be monitored remotely at homes through a modem and the Internet. There is also
the capability to make real-time monitors wireless. In turn, this reduces the
expense and time of the home installation and makes installation affordable for
a majority of homeowners.
An additional advantage of our technology is that it allows for the
storage of information on the home computer and does not require a VCR.
Commercial
----------
Commercial business users represent the greatest potential users of our
surveillance products. Commercial businesses have already realized the need for
using surveillance devices for protection. Our products provide observation of
facilities for protection of employees, customers, and assets. This can result
in the curtailment of crime and loss prevention by employees and others. The
market for this technology is the same as the current market for analog CCTV
systems, including hospitals, schools, museums, and retail, manufacturing and
warehousing facilities.
Our system reduces the requirements for a guard force. In addition,
lesser number of security personnel are needed to monitor, verify and respond to
tripped alarms.
Our products and technology can be used where there is a temporary
requirement for real-time surveillance in areas where an analog CCTV system is
impractical or impossible. Examples of this are special
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events, concerts, and nventions. Our systems reduce the need for a large guard
force and provide unobtrusive monitoring of these events.
Law Enforcement
---------------
The gathering of video and data images is commonplace in law
enforcement. The data is used to protect both the law enforcement officer and
the suspect. It is also used as a historical record for prosecution and event
verification.
Because our technology can be used for stakeouts and remote monitoring
of areas, we believe there is a market potential with law enforcement agencies.
We have been asked to submit proposals for license plate recognition systems
that help law enforcement identify people entering a surveillance area.
Law enforcement personnel can integrate our products to work with
robotic systems. More than ever, robotic units are used to investigate and
disarm potential explosive devices. These robots are currently limited by a CCTV
system which requires a VCR. Our technology eliminates this problem.
Competition
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The markets for our products are extremely competitive. Competitors
include a broad range of companies that develop and market products for the
identification and video surveillance markets. Competitors in the market for our
identification product, PlateView(TM), include Polaroid Corporation, Loronix
Information Systems, Data Card Corporation, Dactek International, Inc.
Competitors in the video surveillance market include numerous VCR suppliers and
digital recording suppliers including, Loronix Information Systems, Inc.,
Sensormatic Corporation and NICE Systems, Ltd.
We believe the introduction of digital technology to video surveillance
and security systems is our market opportunity. We believe that many of the
established CCTV companies have approached the design of their digital CCTV
products from the standpoint of integrating their digital products to existing
security and surveillance product offerings. These systems are closed, not
easily integratable with other equipment and not capable of upgrades as
technology improves. We have designed our systems so that they are open,
compatible with other digital and analog systems, and easily adaptable to
technological advances that will inevitably occur with digital technology.
Intellectual Property
- ---------------------
Certain features of our products and documentation are proprietary and
we rely on a combination of patent, contract, copyright, trademark and trade
secret laws and other measures to protect our proprietary information. As part
of our confidentiality procedures, we generally enter into confidentiality and
invention assignment agreements with our employees and mutual non-disclosure
agreements with our manufacturing representatives, dealers and systems
integrators. Notwithstanding such actions, a court considering these provisions
may determine not to enforce such provisions or only partially enforce such
provisions. We also limit access to and distribution of our software,
documentation and other proprietary information.
Because the software and firmware (software imbedded in hardware) are
in a state of continuous development, we have not filed applications to register
the copyrights in these items. However, under law, copyright vests upon creation
of our software and firmware, and registration is not a prerequisite for the
acquisition of copyright rights. We take steps to insure that notices are placed
on these items to indicate that they are copyright protected. The copyright
protection for our software extends for the statutory period from
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the date of first "publication" (distribution of copies to the general public)
or from the date of creation, whichever expires first.
We are in the process of applying to the U.S. Patent and Trademark
Office for patent protection of important components of our products. We plan to
prepare and file applications to register the trademarks SecureView(TM),
CareView(TM) and WebView(TM).
We provide software to end-users under non-exclusive "shrink-wrap"
licenses (or automatic license executed once the package is opened) which
generally are nontransferable and have a perpetual term. Although we do not
generally make source code available to end-users, we may, from time to time,
enter into source code escrow agreements with certain customers. We have also
licensed certain software from third parties for incorporation into our
products.
Government Regulation
- ---------------------
We are not subject to Government regulation in the manufacture and sale
of our products, and the components in our products. However, our resellers and
end users will be subject to numerous regulations that stem from proposed
activities in surveillance. Security and surveillance systems, including
cameras, raise privacy issues. Our products involve both video and audio, and
added features for facial identification. The regulations regarding the
recordation and storage of this data are uncertain and evolving. For example,
under the Federal wiretapping statute, the audio portion of our surveillance
systems may not record people's conversations without their consent. Further,
there are state and federal laws associated with recording video in non-public
places. Shipments of our products internationally may be regulated as to certain
countries that raise national security concerns. These laws are evolving.
Employees
- ---------
We employ 23 persons including three persons in part-time positions. We
also employ four independent contractors who devote a majority of their work to
a variety of our projects. Our employees are not presently covered by any
collective bargaining agreement. Our relations with our employees are good, and
we have not experienced any work stoppages.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF PLAN OF OPERATION
The following discussion and analysis should be read in conjunction
with our financial statements and the accompanying notes.
Since start-up of operations in September 1998, we have devoted most of
our resources to the development, sale and marketing of digital video
surveillance and security products. We have generated only limited revenues from
our security products to date, but are rapidly expanding our sales and
distribution network. At the same time we are working on delivering new products
to market and enhancing and upgrading our product line. Until we more fully
develop our product line and our sales and distribution network, we expect our
operating losses to continue. We began providing contract manufacturing services
in May, 1999, when we acquired ETMC. ETMC had provided such services for more
than 15 years and had an established customer base. We have continued the
contract manufacturing business line, while converting ETMC's manufacturing
capacity to production of our products.
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Results Of Operations
- ---------------------
Year Ended December 31, 1999, Compared To Year Ended December 31, 1998
Revenue
We moved from being a development stage company in 1998 whose
activities commenced in September, to earning revenues in 1999 from two sources:
o sales of security systems, including embedded software, and
supplies from maintenance services on the systems; and
o sales of contract electronic component and system assembly and
test services.
In 1999, of our $303,711 in total revenues, we derived $65,954 from
sales of security systems and $237,757 from sales of contract manufacturing and
test services. Seventy nine percent of our total revenue in 1999 was
attributable to our acquisition of ETMC, and ETMC's on-going revenue base. We
plan to bring three products in development, WebView(TM) and CareView(TM), to
market in 2000. In addition, we will be introducing enhancements and upgrades to
our SecureView(TM) product line in 2000. We expect that these new product
offerings will contribute to a growth in revenues in 2000.
Gross Profit And Operating Expenses
Gross profit on sales for the year ended December 31, 1999, was
$45,333. Gross profit margin was 15% in 1999. At these modest sales amounts of
our products, we consider the gross profit margin not to be a good indicator of
future profit margins. Our gross profit margin should stabilize with increased
sales.
Operating expenses for the year ended December 31, 1999, increased to
$3,716,229, compared with $89,824 in 1998. Approximately, $2,147,000 of our
operating expenses in 1999 were attributable to the issuance of shares of our
common stock as compensation and incentive, and as a means to attract and retain
qualified personnel. It does not represent actual cash outlays. Non-cash
expenses consisted of stock based compensation, write-off and amortization of
goodwill and other intangible assets, and totaled $2.6 million, so that actual
cash expenses incurred were approximately $1.1 million.
As a result of the foregoing, net loss was $3,670,896 for the year
ended December 31, 1999, compared to a net loss of $89,824 for the previous
year.
Costs And Expenses
Costs Of Products And Services Sold. The cost of products and services
sold, consisting principally of the costs of labor, hardware components,
supplies and software amortization, was $258,378 in 1999, and represented 85% of
revenue. As product sales account for a larger percentage of overall sales, we
expect that our costs of goods and services sold will decline as a percentage of
total revenue. We anticipate that our profit margins on sales of security
systems will exceed our profit margins on sales of services. We are currently
working on engineering changes in our security products that we expect will
lower component costs for these products.
Salaries And Benefits. We spent $2,045,531 in salaries and benefits in
1999. We organized and staffed up in 1999, converting many independent
contractors to employees. We booked $1,755,000 in expenses associated with
issuing shares of our common stock as a means of attracting, retaining and
providing
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incentive to employees. We believe these expenses were necessary in
the past and will continue to be necessary in the future in order to attract
qualified personnel and conserve cash during the start-up phase.
Selling, Business Development, Travel And Entertainment. Selling,
business development, travel and entertainment expenses increased from $12,191
in 1998, to $269,450 in 1999, and represented 89% of total revenue in 1999. A
significant portion of these expenditures in 1999 related to the payment of
140,000 shares to Bruce Lesniak as a way of attracting and providing incentive
to him in performing the job of Senior Vice President of Corporate Development.
We also spent $105,813 in 1999 in travel and entertainment expenditures, mainly
as a result of sales trips associated with sale efforts for our security
products.
Research And Development Expense. We spent $210,143 in 1999 on research
and development costs. This represented 69% of 1999 revenues. We expect to
continue to fund new product development in 2000 at or above the dollar levels
expended in 1999.
Investor Relations Expenses. Investor relations expenses increased from
$45,415 in 1998 to $212,086 in 1999. Our filing to become a fully reporting
company became effective October 13, 1999. In addition, trading in our stock
increased significantly in 1999. As a result, we undertook more efforts on
investor relations in 1999. Included in this expense category is the issuance of
shares of our common stock to Columbia Financial Group, LLC with a value of
$200,000, in partial payment of their services in providing investor relations
support.
Professional Fees. Professional fees increased from $9,500 in 1998, to
$317,100 in 1999. Of these expenses in 1999, we paid $80,100 in programming fees
to independent contractors and $110,000 to various consultants for a marketing
and promotional campaign associated with bringing our products to market in
1999.
Write-Off Of Goodwill And Other Intangible Assets. We acquired all of
ETMC's outstanding stock through the issuance of 250,000 shares of our common
stock and the assumption of certain liabilities. ETMC's revenues for the fiscal
years ended June 30, 1998, and 1997, were $820,683 and $1,942,563, respectively.
We acquired ETMC in order to provide cash flow during our development
stage with its current manufacturing revenue, provide a captive manufacturing
facility with skilled employees to fill orders of our products, control the
quality of our products, manage our inventory and support our products.
ETMC's acquisition was treated as a purchase business combination. We
valued the total consideration paid for ETMC at $935,684, based on multiplying
250,000 shares by the average trading price of our stock during the 5 days
preceding and following the date of the acquisition, and the amount of
liabilities we assumed. After adjusting ETMC's assets and liabilities to fair
value of $440,340, goodwill in the amount of $495,344 was recorded. Because of
the significant business history of ETMC, we amortized the goodwill on a
straight line basis over a 10 year period.
Following the consummation of the purchase, ETMC experienced a
significant decrease in sales volume. For the seven months following the
purchase (through December 31, 1999) ETMC sales to unrelated entities totaled
$231,970 which, if annualized, amount to approximately $400,000, less than half
of the previous years sales of $820,000. Additionally, ETMC's sales volume for
the first quarter of 2000 was only $92,000, which, on an annual basis
represented a continuing sales volume decrease. In accordance with applicable
accounting requirements, we determined the following changes in circumstances
had occurred which required a review for possible impairment: a significant
change in the manner in which the asset was used; and current period operating
and cash flow losses and a forecast of continuous losses.
-27-
Our impairment review consisted of an analysis of the future sales
prospects of ETMC's manufacturing business and an evaluation of the cash flows
to be realized thereafter. Our review indicated that sales volume would not
increase significantly from the current levels for the foreseeable future. At
these significantly decreased sales levels, cash flows to be realized from this
business line would be negative due to fixed operating expenses exceeding gross
profit on sales. We also considered the fact that ETMC continues to provide an
employee skill set and a captive manufacturing resource that was used in the
original valuation of the combination. As a result of this analysis, we
considered the remaining value of the goodwill to be associated with the captive
manufacturing capabilities and skill set of ETMC. Our initial consideration of
the value of the goodwill indicated that the value of the captive manufacturing
capabilities and skill set to be more than half of the value and our related
write-off of 45% of the goodwill is consistent with that valuation.
Net Operating Loss
We have accumulated approximately $1.5 million of net operating loss
carry-forwards as of December 31, 1999, which may be offset against taxable
income and income taxes in future years. The use of these losses to reduce
income taxes will depend on the generation of sufficient taxable income prior to
the expiration of the net operating loss carry forwards. The carry-forwards
begin to expire in the year 2018. In the event of certain changes in control,
there will be an annual limitation on the amount of net operating loss
carry-forwards which can be used. No tax benefit for these carry-forwards has
been reported in the financial statements for the years ended December 31, 1999,
or 1998.
Nine Months Ended September 30, 2000, Compared With Nine Months Ended September
30, 1999
Revenue
For the nine months ended September 30, 2000, revenues from sales of
our products increased $135,332 or 1162% to $146,979 from $11,647 in the same
period last year, and revenues from sales of our services grew $78,236 or 43% to
$261,080 from $182,844 in the same period last year. We only began receiving
revenues from services after May 25, 1999, when we acquired ETMC, and,
therefore, our service revenue figures for the year ago period ended September
30, 1999, do not include a full nine months of operations. Of the $408,059 in
total revenue during the nine month period ended September 30, 2000, $146,979 or
36% was derived from sales of systems and $261,080 or 64% from sales of contract
manufacturing services. The ratio of security systems sales to contract
manufacturing is increasing.
Gross Profit
Net sales for the nine months ended September 30, 2000, increased
$156,468 or 387% to $196,891 compared with $40,423 in same period last year.
Gross profit margin for the nine months ended September 30, 2000, was 48%
compared with 21% in the same period last year. Because of low net sales we
achieved in the period last year ended September 30, 1999, we do not believe
growth profit margin comparisons are meaningful at this stage of our operations.
Operating Expenses
Operating expenses for the nine months ended September 30, 2000,
decreased to $1,376,264, compared with $2,034,003 for the comparable period in
1999. The decrease is principally due to decreased expenditures in the areas of
salaries and professional fees.
As a result of the foregoing, net loss was $(1,179,373) for the nine
months ended September 30, 2000, compared to a net loss of $(1,993,580) for the
nine months ended September 30, 1999.
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Costs and Expenses
Costs of Products Sold. The cost of products and services sold was
$211,168 for the nine months ended September 30, 2000, and represented 52% of
revenue for the period, compared with $154,068 for the nine months ended
September 30, 1999 which represents 79% of revenues for that period. Because of
our low sales volume in the same period last year, we do not consider the costs
of goods sold in the same period last year to be a good measure of our true
costs of goods sold. As our product sales increase and account for a larger
percentage of our overall sales, we expect that our costs of goods and services
sold will decline and stabilize as a percentage of total revenue. We anticipate
that our profit margins on sales of security systems will exceed our profit
margins on sales of services. We are continually working on engineering changes
in our security products that we expect will lower component costs for these
products. We do not determine our inventory on a quarterly basis, instead we do
it on an annual basis. Therefore, our cost of goods sold calculations are based
on estimates of inventory used in products sold.
Write-Off of Goodwill and Other Intangible Assets. We acquired Xyros
Systems, Inc. on February 25, 1999, and ETMC on May 25, 1999, and accounted for
both acquisitions under the purchase method of accounting. We recorded goodwill
for the Xyros combination of $802,069 and $495,344 for the ETMC combination, all
of which was determined based on the difference between the fair market value of
what we paid for Xyros and ETMC and the fair value of their net assets. During
the fourth quarter of 1999, we conducted a thorough review of the acquired
companies operations, including their current customer base, current production
capacity, and job order backlog, in accordance with SFAS #121. Based on this
review, we recognized an impairment loss of $199,009 for Xyros, and $222,904 for
ETMC at year end 1999, and elected to amortize the remaining goodwill balance
over a 10 year period. For the nine months ended September 30, 2000, we recorded
amortization expense for this goodwill of $81,843 based on this schedule.
Research and Development Expense. We spent $143,840 on research and
development for the nine months ended September 30, 2000, as compared with
$2,698 in the same period last year. Our R&D expenditures in the nine months
ended September 30, 2000, represented 73% of gross profit margin for this
period. We continue work on enhancements and upgrades to our existing products
and introduced a redesigned base model SecureView-4 product to the market in
April, 2000. We are working on introducing additional products to the market in
2000. We expect continued heavy expenditures in this area, evidencing our
commitment to develop industry leading video management and identification
products.
Salaries and Benefits. We spent $420,032 on salaries and benefits for
the nine months ended September 30, 2000, as compared with $1,155,541 in the
same period last year. In the same period last year, we recognized $893,520 in
expense associated with the issuance of stock as compensation and we have
recognized no comparable expense due to the issuance of stock as compensation in
the nine month period ended September 30, 2000. We have increased expenditure on
salaries and fees for sales and marketing personnel, including consultants, and
we incurred $74,050 on sales and promotional expenses for the nine month period
ended September 30, 2000, with no comparable expense in the year ago period.
Net Operating Loss We incurred approximately $1,179,373 of net
operating loss carry forwards for the nine-month period ended September 30,
2000, which may be used to offset taxable income and income taxes in future
years.
LIQUIDITY AND CAPITAL RESOURCES
Since start-up of operations in 1999, we have funded our cash
requirements primarily through equity transactions. We received $866,354 from
the sale of stock during the nine month period ended September 30, 2000, and
$3,040,675 since inception, excluding $244,000 in loan payables that were
satisfied through the issuance of stock. We are not currently generating cash
from our operations in sufficient amounts to finance our business and will
continue to need to raise capital from other sources. We used the proceeds from
these transactions to fund investments in, and acquisition of, technology,
assets and companies, to provide working capital and for general corporate
purposes, including paying expenses incurred in connection with the development
of the SecureView(TM) line of products. As of September 30, 2000, we had total
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assets of $1,685,512, and total liabilities of $550,670, resulting in
stockholders' equity of $1,134,842. Our principal uses of cash during the nine
months ended September 30, 2000, were to:
o fund operating activities, including increased sales and marketing
activities, and
o invest in the development of products.
During the nine months ended September 30, 2000, our cash decreased
from $89,150 at December 31, 1999, to $44,043 at September 30, 2000. Net cash
used in operating activities was $900,918 for the nine months ended September
30, 2000, including decreases in accounts receivable of $51,051, increases in
inventory of $76,839, increases in accounts payable of $162,489 and increases in
accrued interest of $8,250. Net cash used in investing activities of $47,415
consisted of $34,972 used for the purchase of capital equipment and $12,443
advanced to View Technologies, Inc., a company controlled by President and Chief
Executive Officer, Gunther Than, to provide it with capital needed to finish
development of products which we would manufacture pursuant to a cross licensing
agreement. Net cash generated from financing activities during the nine months
ended September 30, 2000, was $903,226, consisting of proceeds received from the
sale of stock, plus $60,038 advanced from stockholders, less payments made on a
promissory note with an outstanding principal balance of $35,000, plus accrued
and unpaid interest, which the note accrues at a rate of 2% plus prime, to
Columbia Bank. The loan from Columbia Bank was due June, 1999. We pay $5000 per
month to Columbia Bank.
We consented to entry of judgment to pay Hal Peterson, a former officer
of Xyros, approximately $88,000. This agreement arose out of our settlement of a
suit brought by Hal Peterson for repayment of monies he advanced to Xyros prior
to our acquisition of Xyros. We also have a purported promissory note due Ken
Weiss, the former President of Xyros, for monies he advanced to Xyros prior to
our acquisition of Xyros, in the stated outstanding amount of $40,000, plus
accrued and unpaid interest. Ken Weiss has made demand for repayment of monies
and the monies are immediately due according to the stated terms of the note.
As a result of the foregoing, as of September 30, 2000, we had negative
net working capital of $246,330, including $42,227 of trade accounts receivable
and $218,070 in inventory. We have provided and may continue to provide payment
term extensions to certain of our customers from time to time. As of September
30, 2000, we have not granted material payment term extensions.
Our inventory balance at September 30, 2000, was estimated to be
$218,070. We do not take inventory on a quarterly basis, and we made inventory
estimates based on annual inventory determinations. With expected increased
product sales, we will need to make increased inventory expenditures. However,
the terms of our product sales requires a twenty five percent (25%) deposit on
order. In addition, we endeavor to keep inventory levels low. Therefore, we do
not believe that increased product sales, associated materials purchases and
inventory increases, will adversely affect liquidity.
We anticipate further expenditures for fiscal year 2000 of
approximately $500,000 for production and test equipment. We are also exploring
the purchase of the commercial space we are 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.
Under our outstanding employment and consulting agreements, we are
obligated to pay Mr. Than $96,000 per year and Mr. Lesniak $30,000 per year in
salary and fees during calendar year 2000. If we terminate the employment or
engagement of Mr. Than without cause (including because of merger, acquisition
or change in control), we will be obligated to pay approximately $350,000 in
severance payments over a three year period.
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We report each issuance of stock for less than fair market value as a
charge against earnings to the extent of fair market value. The obligation to
issue stock is a substantial capital commitment in year 2000 and subsequent
years.
We believe that cash from operations and funds available will not be
sufficient to meet anticipated operating capital expenditure and debt service
requirements for the next twelve months and that we will be dependent on raising
additional capital through equity sales or debt financing. In this offering we
are registering 600,000 shares of common stock for resale that can be obtained
from exercising warrants held by Columbia Financial Group, LLC and Magnum
Financial Group, LLC. If Columbia Financial Group, LLC and Magnum Financial
Group, LLC exercise all of their warrants, we will receive $625,000 which we
will use for working capital and to expand operations to execute our business
plan.
We also have outstanding warrants with various investors with an
exercise price of $2.00 per share. These warrants are out-of-the-money, as the
trading price as of the date of this report is less that $1.00 per share. If the
Selling Stockholders exercise all of their warrants, at the exercise price of
$2.00 per share, we will receive $4,200,000, which we will use for working
capital and to expand operations to execute our business plan.
However, unless the range of trading prices of our common stock
increases to over $2.00 per share or we agree to lower the exercise price of the
warrants, it is unlikely that the warrants will be exercised. In May, 2000, we
lowered the exercise price of warrants for 200,000 shares held by a selling
stockholder from $2.00 to $.50 per share and the warrants were immediately
exercised, resulting in net proceeds to us of $100,000. It is likely that we
will agree to lower the exercise price of the warrants in the future if our
stock continues to be traded below $2.00 per share.
Plan Of Operation
We have devoted most of our resources since inception of operations to:
o the research and development of the SecureView(TM)line of
products;
o the development of marketing and sales intrastructure; and
o the development of production capability and brand awareness of
SecureView .
We have been selling products since March 1999, and we are still
developing these products and have generated limited revenues from these
products to date. In the quarter ended September 30, 1999, we began earning
substantial revenues. As of September 30, 2000, we had an accumulated deficit of
approximately $5,013,000. A large part of our earnings deficit is due to the
issuance of equity to attract, retain and provide incentive to key personnel.
This was done to preserve cash resources. Thus, much of our earnings deficit is
not attributable to actual cash outlays.
If the Selling Stockholders exercise warrants, we intend to use the
cash raised from the exercise of warrants held by the Selling Stockholders to:
o bring our WebView(TM), ViewStorage(TM)and CareView(TM)products to
market;
o continue our product development efforts;
o expand our sales, marketing and promotional activities for the
SecureView(TM) line of products; and
o increase 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.
-31-
The amount of capital that we need to raise will depend upon many
factors primarily including:
o the rate of sales growth and market acceptance of our product
lines;
o the amount and timing of necessary research and development
expenditures;
o the amount and timing of expenditures to sufficiently market and
promote our products ; and
o the amount and timing of any accessory product introductions.
In addition to accessing the public and private equity markets, we will
pursue bank credit lines and equipment lease lines for certain capital
expenditures. We currently estimate we will need between $2 million and $3
million to fully develop all of our products and launch our expanded business
operations in accordance with our current business plan.
Acquisition Treatment
In October 1998, we acquired RealView Systems. We accounted for this
acquisition under the pooling of interests accounting method. In February 1999,
we acquired Xyros Systems and in May 1999, we acquired ETMC. We accounted for
these later two acquisitions under the purchase accounting method.
DESCRIPTION OF PROPERTY
We lease executive office space in Englewood, Colorado of approximately
2,000 square feet, including common areas, from a non-affiliate, pursuant to a
month to month lease for $250 per month. In addition, we lease 8,000 square feet
of space used for engineering design and manufacturing in Columbia, Maryland
from Lawrence Seiler, a stockholder and former sole stockholder of ETMC. The
lease term commenced on June 1, 1999 and ends on April 30, 2001. During the term
of the lease, the rent is $8,000 per month and we are also responsible for half
of the property taxes.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following information summarizes certain transactions we engaged in
during the past two years, or we propose to engage in, involving our executive
officers, directors, 5% stockholders or immediate family members of those
persons:
View Technologies, Inc. is a privately held Colorado corporation
founded in 1994 by Gunther Than, our President and CEO. Mr. Than is also
President and CEO of View Technologies. We advance monies from time to time to
View Technologies to provide it with working capital in order to complete
development of certain products which we manufacture and market. As of this
date, View Technology is indebted to us in the amount of $90,990. We also had a
license agreemetn with View TEchnology for use of compression software. We no
longer use View Technology to assist us in the development of our products or
its compression software. It is not liley that we will collect in teh future any
of View Technology's indebtedness to us.
We also have a ten year license agreement with View Technology
commencing in October 1998 under the terms of which we agreed to pay a source
code license fee for use of compression software in an amount equal to 5% of
gross sales derived from the use of the software up to a maximum license fee of
$50,000.
From time to time during 1999, we advanced non-interest bearing loans
to Gunther Than and his wife, who was our employee. All of such loans have been
repaid. In addition during 1999, we also redeemed 59,860 shares of our comon
stock owned by Mr. Than at a price of $2.00 per share or $119,720 in the
aggregate, consisting of $52,000 cash and teh cancellation of $67,719 of his
indebtedness due to us. Mr. Than was granted the option for a period of two
years after the redemption to repurchase the shares at a price per share of
$2.00 plus interest on the cancelled debt at the rate of 10% per year.
-32-
MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
See "Executive Compensation" for a description of options and warrants
issued to our directors and officers.
Our shares are traded on the Over-The-Counter Bulletin Board under the
symbol "VYST." The high and low bids for the periods indicated, according to
information from the National Quotation Bureau, were:
2000 High Low
---- ---
Quarter ended March 31, 2000 4.19 2.06
Quarter ended June 30, 2000 3.19 1.13
Quarter ended September 30, 2000 1.63 .44
Quarter ended December 31, 2000 .87 .37
1999 High Low
---- ---
Quarter ended March 31, 1999 3.65 1.75
Quarter ended June 30, 1999 3.15 1.75
Quarter ended September 30, 1999 5.00 2.25
Quarter ended December 31, 1999 6.35 2.00
As of January 29, 2001, we had 221 stockholders of record.
These quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
Dividend Policy
We have not declared or paid cash dividends or made distributions in
the past, and we do not anticipate tha twe will pay cahs dividends or make
distributons in the foreseeable future. We intend to retain and invest future
earnings to finance our operations.
EXECUTIVE COMPENSATION
No compensation was payble to any executive officer for any fiscal year
until the fiscal year ending December 31, 1999. No officer or director received
compensation in any fiscal year in excess of $100,000 with the exception of
Gunther Than, currently our conly executive officer. The following table sets
forth certain information concerning compensation for the years ending December
31, 1999 and December 31, 2000.
-33-
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
Securities
Under-
Other Restricted lying LTIP All Other
Name and Annual Stock Options/ Payout Compensation
Principal Position Year Salary Bonus Compensation Award(s) SARs ($) ($)
($) ($) ($) ($) (#)
- ------------------ ---- ------ ----- ------------ ------- ------- ------ -----------
Gunther Than, 1999 $72,000 $337,500(1) -- 60,000(2) -- 0
President and CEO 2000 $96,000 $110,400(3) -- 0
<FN>
(1) The bonus amount represents 300,000 shares awarded to Gunther Than in 1999
for bringing about the acquisition of ETMC, 150,000 of which vested in 1999 and
150,000 of which vested in 2000. The 300,000 shares were valued at a price of
$1.35 per share which was market value less a discount based on the trading
restrictions on the shares.
(2) These options were granted to Mr. Than as non-qualified option under our
stock options plan to acquire 60,000 shares at an option price of $.01 per share
which vest at the rate of 5,000 shares per month commencing July 1999.
(3) This amount represents 480,000 shares of our common stock valued at $.23 per
share which was market value less a discount based on the trading restrictions
on the date of issuance. The shares were granted to Mr. Than pursuant to his
employment agreement.
</FN>
Employment Agreements
Mr. Than has an Executive Employment Agreement with us to serve as our
President and Chief Executive Officer, effective June 1, 1999, without a term
but terminable by either party on 60 days written notice. He is entitled to
compensation in the amount of $10,000 per month and an accrual payment of
480,000 shares of our common stock in exchange for his covenants not to compete
with us for a period of one year after any termination of the Agreement.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Prior to becoming a reporting company under the Exchange Act on October
6, 1998, we acquired RealView Systems, Inc. ("Real View"). RealView was acquired
by View Systems through a share exchange, as a result of which, RealView became
our wholly owned subsidiary. Due to the immateriality of this transaction, we
accounted for it as a pooling of interest. As a result, all of our financial
statements and financial information were restated to include the amounts and
results of operations of RealView.
Following the acquisition, we decided to become a fully reporting
company under the Exchange Act. To become a reporting company, we filed a
registration statement on Form 10SB to register our common stock under Section
12(g) of the Exchange Act on August 13, 1999. We were required to include in
this registration statement 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 for 1997 and 1998.
RealView 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 as of December 31, 1997, and the related statements of
-35-
operations, stockholders' equity and cash flows for the year then ended and for
the period from September 15, 1993 (inception) to December 31, 1997.
We requested and received Katz, Abosch's authorization to include the
results of their audit in 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 us and we engaged another company, Stegman
& Company to provide such services.
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 stockholders. 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.
AVAILABLE INFORMATION
We are subject to the information reporting requirements of the
Securities Exchange Act and, accordingly, file reports and other information
with the Commission. Such reports and other information are available for
inspection and copying at the public reference facilities maintained by the
Commission at Room 1026, 450 Fifth Street N.W., Washington, D.C. 20549, and the
public may obtain information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. The information is also available at the
Commission's regional offices located at 7 World Trade Center in New York, NY
10007, at the Klucynski Building, 230 Fourth Dearborn Street, in Chicago, IL
60604 and at 5757 Wilshire Boulevard, Los Angeles, CA 90024. Copies of such
material also may be obtained from the Public Reference Section of the
Commission, 450 Fifth Street N.W., Judiciary Plaza, Washington, D.C. 20549 at
prescribed rates and are also available on the Commission's web site at
www.sec.gov
ADDITIONAL INFORMATION
We filed a registration statement with the Commission under the
Securities Act with regard to the securities offered hereby. This prospectus
does not contain all of the information set forth in the registration statement
and in the exhibits and schedules thereto, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information reference is made to such registration statement and the exhibits
and schedules thereto. The registration statement and any amendments, including
exhibits are available for inspection and copying as set forth above. We intend
to distribute annual reports containing audited financial statements to our
stockholders.
-36-
Index To Financial Statements
View Systems, Inc
Page No.
--------
Summary Pro Forma Consolidated Financial
Information E-1
Consolidated Pro Forma Statement of Operation E-2
Data for the years ended December 31, 1999 and 1998
Independent Auditors' Report F-1
Consolidated Balance Sheet at December 31, 1999 F-2
Consolidated Statements of Operations for the F-3
years ended December 31, 1999 and 1998
Consolidated Statements of stockholders' Equity
for the years ended December 31, 1999 and 1998 F-4
Consolidated Statements of Cash Flows for the
years ended December 31, 1999 and 1998 F-5
Notes to Consolidated Financial Statements F-7
Consolidated Balance Sheet at June 30, 2000 at
June 30, 2000 (unaudited) F-14
Consolidated Statements of Operations for the
Six Months ended June 30, 2000 and 1999
(unaudited) F-15
Consolidated Statements of stockholders'
Equity for the Six Months Ended June 30, 2000
and 1999 (unaudited) F-16
Consolidated Statements of Cash Flow for
the Six Months Ended June 30, 2000 and
1999 (unaudited) F-17
Notes to Consolidated Financial Statements F-18
-37-
Index To Financial Statements
Eastern Tech Manufacturing Corp.
--------------------------------
Page No.
--------
Independent Auditors' Report G-1
Balance Sheet at June 30, 1998 G-2
Statements of Operations and
Retained Earnings for the years ended
June 30, 1998 and 1997 G-3
Statements of Cash Flows for the
years ended June 30, 1998 and 1997 G-4
Notes to Financial Statements G-5
Balance Sheet at March 31, 1999
(unaudited) G-6
Statements of Operations for the
Nine Months Ended March 31, 1999 and 1998
(unaudited) G-7
Statements of Cash Flow for
the Nine Months Ended March 31, 1999 and
1998 (unaudited) G-8
Index To Financial Statements
Xyros Systems, Inc
------------------
Page No.
--------
Independent Auditors' Report H-1
Balance Sheet at December 31, 1998 H-2
Statements of Operations and
Accumulated Deficit for the years ended
December 31, 1998 and 1997 H-3
Statements of Cash Flows for the
-38-
years ended December 31, 1999 and 1998 H-4
Notes to Financial Statements H-5
-39-
SUMMARY PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following table provides summary pro forma consolidated financial
information for View Systems, Inc., EasternTech Manufacturing Corporation and
Xyros Systems, Inc. based on historical data for the years ended December
31,1999 and 1998 which assumes that the acquisition of these companies was
consummated on January 1, 1998. The summary proforma financial data do not
necessarily indicate the operating results which would have resulted from the
operation of View Systems, Inc. on a consolidated basis during the period
presented, nor does this pro forma data necessarily represent any future
operating results. In addition to this summary financial data, you should also
refer to the more complete financial information included elsewhere in this
prospectus, including more complete historical results for our acquired
businesses.
E-1
CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
DATA FOR THE YEARS
ENDED DECEMBER 31, 1999 AND 1998: (1)
1999 1998
---- -----
REVENUE:
Sales and other income $704,322 $919,280
Cost of goods sold 588,163 764,888
-------- --------
GROSS PROFIT ON SALES 116,159 154,392
OPERATING EXPENSES ( 2 )( 3 )( 4 ) 4,144,780 570,033
--------- --------
NET LOSS $(4,028,621) $(415,641)
============ ==========
BASIC AND DILUTED LOSS PER SHARE $ (0.68) $(0.09)
======== =======
(1) The proforma combined statement of operations data assume that the mergers
were consummated on January 1, 1998. The operating results of ETMC have been
converted from a June 30 year end to a December 31 year end for comparability.
(2) Includes the effect of goodwill amortization related to the Xyros
acquisition prior to the consummation of the merger of $13,368 in 1999 and
$80,208 in 1998
(3) Includes the effect of goodwill amortization related to the ETMC acquisition
prior to the consummation of the merger of $20,640 in 1999 and $49,500 in 1998
(4) Includes additional depreciation expense related to ETMC's equipment
purchase adjustment of $16,665 in 1999 and $39,996 in 1998
E-2
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
View Systems, Inc.
Columbia, Maryland
We have audited the accompanying consolidated balance sheet of View
Systems, Inc. and subsidiaries as of December 31, 1999, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the years ended December 31, 1999 and 1998. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of View
Systems, Inc. and subsidiaries as of December 31, 1999, and the results of their
operations and their cash flows for the years ended December 31, 1999 and 1998
in conformity with generally accepted accounting principles.
As discussed in Note 14 to the accompanying consolidated financial
statements, the Company has restated its financial statements for the years
ended December 31, 1999 and 1998.
Stegman & Company
Baltimore, Maryland
July 20, 2001
F-1
VIEW SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999
ASSETS
CURRENT ASSETS:
Cash $89,150
Accounts receivable 93,278
Inventory 141,213
-------
Total current assets 323,641
-------
PROPERTY AND EQUIPMENT:
Equipment 234,699
Furniture and fixtures 28,595
Leasehold improvements 4,000
Software tools 12,664
Vehicles 68,680
------
348,638
Less accumulated depreciation 48,296
-------
Net value of property and equipment 300,342
-------
OTHER ASSETS:
Goodwill 1,007,518
Investments 28,000
Due from affiliated entity 90,990
Due from stockholders 74,362
Deposits 7,007
---------
Total other assets 1,207,877
---------
TOTAL ASSETS $1,831,860
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $174,106
Note payable - bank 69,730
Notes payable - stockholders 110,000
Accrued interest payable 11,000
Other accrued liabilities 19,163
------
Total current liabilities 383,999
-------
STOCKHOLDERS' EQUITY:
Common stock - par value $.01, 50,000,000 shares authorized,
issued and outstanding - 7,167,203 7,167
Additional paid-in capital 5,334,342
Accumulated deficit (3,893,648)
----------
Total stockholders' equity 1,447,861
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,831,860
==========
See accompanying notes.
F-2
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
---- -----
REVENUE:
Sales and other income $303,711 $ -
Cost of goods sold 258,378 -
------- -
GROSS PROFIT ON SALES 45,333 -
------ -
OPERATING EXPENSES:
Advertising and promotion 23,256 1,151
Amortization of goodwill - Xyros 95,375 -
Business development expense 140,000 -
Contributions 2,500 -
Depreciation 29,856 3,885
Dues and subscriptions 3,379 250
Employee compensation and benefits 2,045,531 -
Insurance 17,038 442
Interest 51,262 217
Investor relations 212,086 45,415
Miscellaneous expense 19,009 282
Office expenses 69,989 992
Professional fees 317,100 9,500
Rent 74,228 16,325
Repairs and maintenance 10,167 -
Research and development 210,143 -
Taxes - other 3,201 -
Telephone 28,398 -
Travel and entertainment 105,813 11,040
Utilities 13,383 325
Write-off of goodwill and other intangible assets 244,155 -
------- --
Total operating expenses 3,716,229 89,824
--------- ------
NET LOSS (3,670,896) $(89,824)
========= ========
LOSS PER SHARE:
Basic $(0.63) (.02)
====== ====
Diluted $(0.63) (.02)
====== ====
See accompanying notes
F-3
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
Additional Total
Common Paid-in Accumulated Stockholders'
Stock Capital Deficit Equity
------ -------- ------- -------
Balances at January 1, 1998 $4,000 $156,420 $(132,928) $27,492
Sale of common stock 167 249,833 - 250,000
Net loss - - (89,824) (89,824)
- - ------- -------
Balances at December 31, 1998 4,167 406,253 (222,752) 187,668
Sale of common stock 952 1,425,377 - 1,426,329
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 (Xyros acquisition) 150 562,350 - 562,500
Issuance of common stock (ETMC acquisition) 250 787,250 - 787,500
Issuance of common stock (debt conversion) 370 403,838 - 404,208
Net loss - - (3,670,896) (3,670,896)
------ ---------- ---------- ----------
Balances at December 31, 1999 $7,167 $5,334,342 $(3,893,648) $1,447,861
====== ========== =========== ==========
See accompanying notes
F-4
VIEW SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,670,896) $(89,824)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 125,591 3,885
Write-off of goodwill and other intangible assets 244,155 -
Employee and other compensation paid through
the issuance of common stock 2,147,333 -
Employee compensation related to stock
options granted 87,420 -
Interest paid through issuance of common stock 33,000 -
Changes in operating assets and liabilities:
Accounts receivable (93,278) -
Inventory (141,213) -
Other assets (7,007) -
Accounts payable 150,333 17,088
Accrued interest 11,000 -
Other accrued liabilities 19,163 -
------ -
Net cash used in operating activities (1,094,399) (68,851)
---------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (50,354) (6,604)
Funds advanced to affiliated entities (459,180) -
Investment in MediaComm Broadcasting Systems, Inc. (28,000) -
------- -
Net cash used in investing activities (537,534) (6,604)
-------- ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds/repayment of loans provided by stockholders 132,071 (6,599)
Repayment of note payable - bank (5,270) -
Proceeds from sales of stock 1,426,329 250,000
--------- -------
Net cash provided by financing activities 1,553,130 243,401
--------- -------
NET (DECREASE) INCREASE IN CASH (78,803) 167,946
CASH AT BEGINNING OF YEAR 167,953 7
------- -------
CASH AT END OF YEAR $89,150 $167,953
======= ========
F-5
VIEW SYSTEMS, INC.
STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
---- -----
Schedule of non-cash investing and financing transactions:
Common stock issued to effect purchase of
Eastern Tech Manufacturing, Inc. $787,500 $-
======== ==
Common stock issued to effect purchase of
Xyros Systems, Inc. $562,500 $-
======== ==
Debt issued to effect purchase of
Eastern Tech Manufacturing, Inc. $148,184 $-
======== ==
Common stock issued for conversion of debt $404,208 $-
======== ==
Common stock redeemed in exchange for receivable $396,781 $-
======== ==
Cash paid during the period for:
Interest $45,379 $-
======= ==
Taxes $ - $-
======= ==
See accompanying notes
F-6
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
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
first-in-first-out method (FIFO).
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 of computing depreciation are as follows:
Equipment 5 - 7 years
Software tools 3 years
Repairs and maintenance charges which do not increase the useful lives
of assets are charged to operations as incurred. Depreciation expense for the
years ended December 31, 1999 and 1998 amounted to $29,856 and $4,706,
respectively.
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.
F-7
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 carry-forwards. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period the rate change becomes effective. Valuation allowances are
recorded for deferred tax assets when it is more likely than not that such
deferred tax assets will not be realized.
Research and Development
------------------------
Research and development costs are expensed as incurred. 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. Advertising
costs for the years ended December 31, 1999 and 1998 were $23,256 and $3,959,
respectively.
Nonmonetary Transactions
------------------------
Nonmonetary transactions are accounted for in accordance with
Accounting Principles Board Opinion No. 29 Accounting for Nonmonetary
Transactions which requires the transfer or distribution of a nonmonetary asset
or liability to be based, generally, on the fair value of the asset or liability
that is received or surrendered, whichever is more clearly evident.
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 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 years ended December 31, 1999 and
1998 does not include potential shares of common stock equivalents, as their
impact would be antidilutive.
Segment Reporting
-----------------
The Company has determined that it does not have any separately
reportable operating segments as of December 31, 1999 and 1998.
2. FINANCIAL CONDITION
Since its inception, the Company has incurred significant losses and as
of December 31, 1999 had an accumulated deficit of $3.9 million. For the year
ended December 31, 1999 the Company's net loss, consisting primarily of non-cash
stock based compensation, was $3.7 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 December 31,
2001.
F-8
3. BUSINESS COMBINATIONS
On October 6, 1998, the Company completed its acquisition of Real View
located in Columbia, Maryland. As provided under the terms of the merger
agreement, Real View became a wholly owned subsidiary of the Company and each of
the outstanding shares of the common stock of Real View was converted into 1.33
shares of the Company's common stock. The Company issued 2,000,000 shares of its
common stock in connection with the merger. This acquisition was accounted for
as a pooling of interests and all financial statements and financial information
contained herein have been restated to include the accounts and results of
operations of Real View for all periods presented.
On February 25, 1999, the Company acquired Xyros of Columbia, Maryland,
a developer of a computer based system that captures video and audio data
surveillance equipment, transmits and stores it within standard personal
computer systems. Under the terms of the merger agreement, each of the 100
shares of Xyros's common stock will be exchanged for 1,500 shares of the
Company's common stock. This acquisition is accounted for as a purchase.
Condensed financial information for Xyros for the two months ended
February 28, 1999 and the year ended December 31, 1998 is as follows:
Two Months
Ended Year Ended
February 28, 1999 December 31, 1998
----------------- -----------------
(Unaudited)
Sales and other income $6,346 $31,438
Cost of goods sold 100 20,891
--- ------
Gross profit on sales 6,246 10,547
Operating expenses 62,081 186,567
------ -------
Net loss $(55,835) $(176,020)
======== =========
In May of 1999, the Company completed its acquisition of ETMC, a
computer parts and accessories manufacturer. The business combination was
accounted for as a purchase in which each outstanding share of ETMC common stock
was converted into the right to receive a number of shares of the Company's
common stock. At closing, the purchase price (as defined in the agreement and
plan of merger) of $935,684 was paid by the issuance of 250,000 shares of common
stock and the assumption of liabilities for both legal fees and a non-compete
clause. The excess cost over net liabilities acquired of $495,344 was recorded
as goodwill.
Condensed financial information for ETMC for the nine months ended
March 31, 1999 and the year ended June 30, 1998, ETMC's fiscal year, is as
follows:
Nine Months
Ended Year Ended
March 31, 1999 June 30, 1998
--------------- -------------
(Unaudited)
Sales and other income $716,250 $820,683
Cost of goods sold 620,740 660,340
------- -------
Gross profit on sales 95,510 160,343
Operating expenses 95,756 164,085
------ -------
Net loss $246 $ (3,742)
==== =======
The following unaudited condensed pro forma summary presents the
consolidated results of operations for the years ended December 31, 1999 and
1998 of the Company as if the purchase business combinations had occurred
January 1, 1998:
F-9
1999 1998
---- ----
(unaudited) (unaudited)
Sales and other income $704,322 $ 919,280
Cost of goods sold 588,163 764,888
------- -------
Gross profit on sales 116,159 154,392
Operating expenses 4,144,780 570,033
--------- -------
Net loss $ (4,028,621) $(415,641)
=========== =========
The above amounts are based upon certain assumptions and estimates
which the Company believes are reasonable. The pro forma results do not
necessarily represent results which would have occurred if the business
combination had taken place at the date and on the basis assumed above.
4. INVENTORY
Inventories at December 31, 1999 consisted of the following:
Finished goods $ 42,000
Work in process 32,563
Raw materials 66,650
------
$ 141,213
=========
The Company did not have any inventory as of December 31, 1998.
5. DUE FROM AFFILIATED ENTITIES
The Company has advanced non-interest funds to its Chief Executive
Officer, a member of his family and a related corporation controlled by the
Chief Executive Officer. There were no formal repayment terms associated with
these advances. The amount outstanding at December 31, 1999 was $165,352.
Of the $165,352 due from affiliates, $90,990 is due from a related
corporation - View Technologies, Inc. The two companies enter into various
transactions throughout the year to provide working capital to one another when
necessary.
Additionally, the Company has entered into a licensing agreement with
View Technologies, Inc. Under the terms of this agreement, the Company will pay
a source code license fee for use of compression software in an amount equal to
5% of gross sales derived from use of the software. Payment of this fee will
cease when total fees of $50,000 have been paid. In addition, upon delivery of a
copy of the software to a customer, the Company will remit a sublicense fee
equal to 5% of gross sales to View Technologies, Inc. This software license
agreement commenced in October 1998 and has a ten year term. At December 31,
1999, the Company has yet to generate any sales with respect to this agreement.
6. INVESTMENTS
The Company owns approximately 14% of the common stock of a privately
held entity known as MediaComm Broadcasting Systems, Inc.("MediaComm"). There is
no market for the entity's common shares, and it was impracticable to estimate
fair value of the Company's investment. The investment is carried on the balance
sheet at original cost of $28,000 or $. 03 a share. Following is a summary of
pertinent information about the entity at and for the year ended June 30, 1999:
Total assets $28,129
-------
Total equity $26,630
-------
Net loss $82,780)
-------
F-10
7. INTANGIBLE ASSETS
In relation to the business combination with ETMC accounted for under
the purchase method of accounting, the Company recorded goodwill in the amount
of $495,344. This amount was based on the difference between the fair market
value of the Company's stock at the acquisition date and the fair value of
ETMC's net assets. During the fourth quarter of 1999, management conducted a
thorough review of ETMC's operations, including customer base, current
production capacity, and job order backlog. Based on this review, the Company
recognized an impairment loss in the amount of $199,009. The remaining goodwill
is being amortized over a 10 year period.
In relation to the business combination with Xyros accounted for under
the purchase method of accounting, the Company recorded goodwill in the amount
of $802,069. This amount was based on the difference between the fair market
value of the Company's stock at the acquisition date and the fair market value
of Xyros's net assets and is being amortized on a straight-line basis over a ten
year period. Amortization expense from the purchase date of February 25, 1999
through December 31, 1999 was $66,839.
Software development costs of $72,223 relating to internal costs
associated with a software product that the Company will not market were also
written-off to expense during 1999.
8. NOTE PAYABLE - BANK
One of the Company's subsidiaries has a demand note payable with a bank
having an outstanding balance of $69,730 as of December 31, 1999. The note bears
interest equivalent to the prime rate plus 2% per annum payable monthly and is
personally guaranteed by three stockholders and former officers of the Company.
9. NOTE PAYABLE - STOCKHOLDERS
In connection with the acquisition of Xyros, the Company assumed
liabilities evidenced by notes payable to the stockholders of Xyros. The notes
carry an annual interest rate of 10% with interest paid monthly. The notes were
due December 31, 1999. The Company has not fulfilled its obligation to repay the
notes because of a dispute with the former Xyros stockholders. The matter is
currently in litigation.
10. INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to difference between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
The components of the net deferred tax asset and liability as of
December 31, 1999 are as follows:
Effect of net operating loss carry-forward $563,000
Less valuation allowance (563,000)
--------
Net deferred tax asset (liability) $ -
=========
The Company has recorded a valuation allowance in an amount equal to
the deferred tax asset resulting from its net operating loss carry-forward. The
Company has net operating loss carry-forwards of approximately $1,500,000 at
December 31, 1999.
11. STOCK-BASED COMPENSATION
During the year ended December 31, 1999 the Company granted restricted
stock, incentive stock options, non-qualified stock options, and warrants to
employees, officers, and independent contractors and consultants.
F-11
Restricted Stock Grants
The Company's Board of Directors and stockholders have approved a
restricted share plan under which shares of the Company's common stock will be
granted to employees, officers, and directors at the discretion of the Board of
Directors. During 1999 the Company issued the following shares under this plan
and additional shares at the direction of the Board of Directors:
Number Expense
of Shares Recognized
Officers and employees 1,100,000 $1,755,000
Independent contractors and consultants 369,000 392,333
--------- ----------
1,469,000 $2,147,333
========= ==========
Officers' and employees' compensation in the amount of $1,755,000 was
based on the fair market value of the common stock issued on the date of the
grant less a discount of 10% due to the restricted nature of the grant.
Independent contractors and consultants expense of $392,333 was based on the
estimated value of services rendered.
Stock Options and Warrants
The Company adopted the 1999 Stock Option Plan during the year. The
Plan reserves 4,500,000 shares of the Company's unissued common stock for
options. Options, which may be tax qualified and non-qualified, are exercisable
for a period of up to ten years at prices at or above market price as
established on the date of grant.
A summary of the Company's stock option activity and related
information for the year ended December 31, 1999 is as follows:
Common Weighted
Stock Average Range of
Options Exercise Price Exercise Prices
------- -------------- ---------------
Outstanding at beginning of year $- $-
Granted 504,860 1.56 $0.01 - $2.07
Exercised - -
Expired/cancelled - -
- -
Outstanding at end of year 504,860 $1.56 $0.01 - $2.07
======== ===== =============
Additionally, the Company has issued warrants to purchase the Company's
stock as follows:
Common Weighted
Stock Average Range of
Warrants Exercise Price Exercise Prices
-------- -------------- ---------------
Outstanding at beginning of year - $- $-
Granted 454,000 2.00 2.00
Exercised - -
Expired/cancelled - - -
- - -
Outstanding at end of year 454,000 $2.00 $2.00
======= ===== ====
F-12
The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No.123, Accounting for Stock-Based Compensation
(SFAS No.123), but applies Accounting Principle Board Opinion No.25 and related
interpretations. Compensation expense relating to the granting of stock options
at grant prices below the fair value at the date of grant was $87,420 for the
year ended December 31, 1999. The fair value of these equity awards was
estimated at the date of grant using a Black-Schools option pricing model with
the following weighted average assumptions for 1999: risk-free interest rate of
5.97% - 6.09%; expected volatility of 70.0%; expected option life of 2 years
from vesting and an unexpected dividend yield of 0. 0%. If the Company had
elected to recognize cost based on the fair value at the grant dates consistent
with the method prescribed by SFAS No.123, net loss and loss per share would
have been changed to the pro forma amounts for the year ended December 31, 1999
as follows:
As Reported Pro Forma
Year Net Per Net Per
Ended Loss Share Loss Share
----- ---- ----- ----- -----
1999 $(3,670,896) $(0.63) $(3,937,409) $(0.68)
=========== ====== =========== ======
12. RELATED PARTY TRANSACTIONS
During the year ended December 31, 1999 the Company redeemed 59,860
shares owned by the Chief Executive Officer for $50,000 in cash and the
elimination of $67,719 due to the Chief Executive Officer for a total
consideration of $117,719.
13. SUBSEQUENT EVENT
On February 18, 2000 the Company sold to an accredited institutional
investment entity 800,000 shares of the Company's common stock, a warrant to
purchase (i) 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, and (ii)
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 another 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, the
Company received $400,000. The shares were issued pursuant to Regulation D
promulgated by the Securities and Exchange Commission under the Securities Act
of 1933, as amended. The securities purchased pursuant to the investment carry
demand and piggyback registration rights.
14. RESTATEMENT OF FINANCIAL STATEMENTS
The Company has restated its financial statements for the years ended
December 31, 1999 and 1998 to account for the acquisition of Xyros as a purchase
and to adjust the impairment loss recognized on the goodwill associated with the
ETMC acquisition. Accordingly such statements have been restated as follows:
F-13
1999 1998
---- ----
As As
Reported Restated Reported Restated
Sales and other income $310,057 $303,711 $31,438 $-
Cost of goods sold 258,478 258,378 20,891 -
Gross profit 51,579 45,333 10,547 -
Total operating expenses 3,983,910 3,716,229 254,104 89,824
Net loss 3,932,331 (3,670,896) (243,557) (89,824)
Net loss per share (basic and diluted) 0.68 0.63 0.06 0.02
Goodwill - 1,007,518
Total assets 824,342 1,831,860
Additional paid-in capital 4,771,992 5,334,342
Accumulated deficit (4,330,816) (3,893,648)
Total stockholders' equity 448,343 1,447,861
F-14
VIEW SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
September 30, December 31,
2000 1999 (Unaudited)
------------- ----------------
CURRENT ASSETS:
Cash $ 44,043 $ 89,150
Accounts receivable 42,227 93,278
Inventory 218,070 141,213
------------ ------------
Total current assets 304,340 323,641
------------ ------------
PROPERTY AND EQUIPMENT:
Equipment 364,641 344,638
Leasehold improvements 20,261 4,000
------------- ------------
384,902 348,638
Less accumulated depreciation (83,822) (48,296)
------------ ------------
Net value of property and equipment 301,080 300,342
------------ ------------
OTHER ASSETS:
Goodwill 925,675 1,007,518
Investments 28,000 28,000
Due from affiliated entity 103,433 90,990
Due from stockholders 14,324 74,362
Deposits 8,660 7,007
------------ -------------
Total other assets 1,080,092 1,207,877
------------ -------------
TOTAL ASSETS $ 1,685,512 $ 1,831,860
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 335,783 $ 174,106
Note payable - bank 46,564 69,730
Notes payable - stockholders 110,000 110,000
Accrued interest payable 19,250 11,000
Other accrued liabilities 39,073 19,163
------------ -------------
Total current liabilities 550,670 383,999
------------ -------------
STOCKHOLDERS' EQUITY:
Common stock - par value $0.001
50,000,000 shares authorized,
8,552,259 shares issued and outstanding 8,552 -
7,167,203 shares issued and outstanding - 7,167
Additional paid-in capital 6,199,311 5,334,342
Accumulated deficit (5,073,021) (3,893,648)
------------ -------------
Total stockholders' equity 1,134,842 1,447,861
------------ -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 1,685,512 $ 1,831,860
============ =============
See accompanying Notes
F-15
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
Three Months Ended Nine Months Ended
------------------ -----------------
September 30, September 30 September 30, September 30
2000 1999 2000 1999
------------- ------------- ------------ ------------
REVENUE:
Sales of security systems $ 31,719 $ 11,647 $ 146,979 $ 11,647
Sales of assembled electronic components 34,848 141,583 261,080 182,844
------------- ------------- ------------ -----------
Total sales 66,567 153,230 408,059 194,491
Cost of goods sold 20,412 141,199 211,168 154,068
------------- ------------- ------------ -----------
GROSS PROFIT ON SALES 46,155 12,031 196,891 40,423
------------- ------------- ------------ -----------
OPERATING EXPENSES:
Advertising and promotion 1,283 - 12,663 -
Amortization 27,281 12,384 81,843 16,512
Depreciation 11,293 15,415 33,404 22,039
Dues and subscriptions 495 1,175 2,741 1,494
Insurance 5,694 4,961 13,174 11,156
Interest 4,022 5,595 15,570 17,585
Investor relations 15,488 155,141 49,353 166,392
Miscellaneous expense 11,338 4,533 13,777 8,417
Office expenses 26,102 25,687 92,311 79,292
Professional fees 110,757 291,637 282,013 427,797
Rent 26,746 7,495 81,590 30,395
Repairs and maintenance 1,158 10,754 8,165 14,277
Research and development 34,538 - 143,840 2,698
Salaries and benefits 137,103 724,087 420,032 1,155,541
Sales promotions 25,796 - 74,050 -
Taxes - other 362 2,393 4,667 3,201
Travel 4,882 28,884 34,412 66,847
Utilities 4,875 3,363 12,659 10,360
------------- ------------- ----------- ------------
Total operating expenses 449,213 1,293,504 1,376,264 2,034,003
------------- ------------- ----------- ------------
NET LOSS FOR THE THREE MONTHS $ (403,058) $(1,281,473) $(1,179,373) $ (1,993,580)
============= ============= =========== ============
LOSS PER SHARE:
Basic $ (0.05) $ (0.19) $ (0.15) $ (0.39)
============= ============ =========== ============
Diluted $ (0.05) $ (0.19) $ (0.15) $ (0.39)
============= ============ =========== ============
See Accompanying Notes
F-16
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
Additional Total
Common Paid-In Accumulated Stockholders'
Stock Capital Deficit Equity
------- ----------- --------------- -------------
Balances at January 1, 1999 $ 4,167 $ 406,253 $ (222,752) $ 187,668
Sale of common stock 814 1,049,535 - 1,050,349
Issuance of common stock
(Xyros acquisition) 150 562,350 - 562,500
Redemption of common stock (191) (396,590) - (396,781)
Issuance of common stock
(employee and other compensation) 1,469 1,240,864 - 1,242,333
Issuance of common stock
(ETMC acquisition) 250 787,250 - 787,500
Issuance of common stock
(debt conversion) 170 194,038 - 194,208
Net loss for the nine months
ended September 30, 1999 - - (1,993,580) (1,993,580)
------- ------------- ------------- -------------
Balances at September 30, 1999 (unaudited) 6,829 3,843,700 (2,216,332) 1,634,197
Sale of common stock 138 1,280,842 - 1,280,980
Issuance of common stock
(debt conversion) 200 209,800 - 210,000
Net loss for the period of October 1, 1999
to December 31, 1999 - - (1,677,316) (1,677,316)
-------- ------------ ------------- -------------
Balances at December 31, 1999 7,167 5,334,342 (3,893,648) 1,447,861
Sale of common stock 1,285 863,991 - 865,276
Stock options exercised 100 978 - 1,078
Net loss for the nine months
ended September 30, 2000 - - (1,179,373) (1,179,373)
-------- ------------ ------------- -------------
Balances at September 30, 2000(Unaudited) $ 8,552 $ 6,199,311 $ 5,073,021 $ 1,134.842
======== ============ ============= =============
See Accompanying Notes
F-17
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
September 30, September 30,
2000 1999
-------------- ---------------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,179,373) $(1,993,581)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 115,247 38,552
Employee and other compensation
paid with stock - 1,242,333
Changes in operating assets and liabilities:
Accounts receivable 51,051 56,819
Inventory (76,839) (63,996)
Deposits and other assets (1,653) -
Accounts payable 162,489 (1,455)
Accrued interest 8,250 8,250
Other accrued liabilities 19,910 20,202
Software development cost - 20,490
---------- ----------
Net cash used in operating activities (900,918) (672,387)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (34,972) (26,958)
Funds advanced to affiliated entities (12,443) (447,792)
Investment in MediaComm Broadcasting, Inc. - (28,000)
---------- ----------
Net cash used in investing activities (47,415) (502,750)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Funds advanced (to) from shareholders 60,038 431,315
Repayment of note payable - bank (23,166) (4,291)
Proceeds from sales of stock 866,354 1,050,192
Redemption of stock - (396,781)
---------- ----------
Net cash provided by financing activities 903,226 1,080,435
---------- ----------
NET INCREASE (DECREASE) IN CASH (45,107) (94,702)
CASH AT BEGINNING OF PERIOD 89,150 169,899
---------- ----------
CASH AT END OF PERIOD $ 44,043 $ 75,197
========== ==========
See Accompanying Notes
F-18
VIEW SYSTEMS, INC
NOTES TO CONSOLIDATED 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:
Equipment 5-7 years
Software tools 3 years
Repairs and maintenance charges which do not increase the
useful lives of assets are charged to operations as incurred. Depreciation
expense for the years ended September 30, 2000 amounted to $33,404 and $15,415
respectively.
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.
F-19
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.
Advertising costs for the years ended September 30, 2000 were $12,663.
Monetary Transactions
---------------------
Nonmonetary transactions are accounted for in accordance with
Accounting Principles Board Opinion No. 29 Accounting for Nonmonetary
Transactions which requires the transfer or distribution of a nonmonetary asset
or liability to be based, generally, on the fair value of the asset or liability
that is received or surrendered, whichever is more clearly evident.
F-20
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
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 years ended September 30,
2000 does not include potential shares of common stock equivalents, as their
impact would be antidilutive.
Segment Reporting
-----------------
The company has determined that it does not have any
separately reportable operating segments as of September 30, 2000.
2. FINANCIAL CONDITION
Since its inception, the Company has incurred significant losses
and as of September 30, 2000 had an accumulated deficit of $5 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 September 30, 2001.
F-21
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Eastern Tech Manufacturing Corporation
We have audited the accompanying balance sheets of Eastern Tech
Manufacturing Corporation as of June 30, 1998 and 1997 and the related
statements of operations and retained earnings, and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Eastern Tech
Manufacturing Corporation as of June 30, 1998 and 1997, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
Davis, Sita & Company
February 8, 2001
G-1
EASTERN TECH MANUFACTURING CORPORATION
BALANCE SHEET
JUNE 30, 1998 AND 1997
ASSETS
1998 1997
---- ----
CURRENT ASSETS:
--------------
Cash $8,970 $6,538
Accounts receivable 33,138 71,590
Prepaid expenses 1,669 -
----- -
Total current assets 43,777 78,128
------ ------
PROPERTY AND EQUIPMENT:
----------------------
Equipment, at cost 154,935 141,571
Less accumulated depreciation 83,879 81,970
------ ------
Cost less accumulated depreciation 71,056 59,601
------ ------
TOTAL ASSETS $114,833 $137,729
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
-------------------
Accounts payable $48,807 $67,961
Loans from stockholder 42,953 42,953
------ ------
Total current liabilities 91,760 110,914
------ -------
STOCKHOLDER'S EQUITY:
--------------------
Common stock - par value $1. 00
500 shares authorized, issued and outstanding 500 500
Retained earnings 22,573 26,315
------ ------
Total stockholder's equity 23,073 26,815
------ ------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $114,833 $137,729
======== ========
See Notes To Financial Statements
G-2
EASTERN TECH MANUFACTURING CORPORATION
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
1998 1997
---- ----
REVENUE:
Sales of assembled electronic components $820,683 $1,942,563
-------- ----------
COST OF SALES:
-------------
Material 484,961 1,307,755
Labor 175,379 310,205
------- -------
Cost of sales 660,340 1,617,960
------- ---------
Gross profit 160,343 324,603
------- -------
OPERATING EXPENSES:
------------------
Salaries and benefits 43,844 61,480
Rent 43,029 101,015
Taxes (principally payroll) 26,981 42,144
Other operating expenses 25,683 88,895
Insurance 22,639 23,507
Depreciation 1,909 5,758
----- -----
Total operating expenses 164,085 322,799
------- -------
NET INCOME (LOSS) FOR THE YEAR (3,742) 1,804
RETAINED EARNINGS, BEGINNING OF YEAR 26,315 24,511
------ ------
RETAINED EARNINGS, END OF YEAR $22,573 $ 26,315
======= ========
See Notes To Financial Statements
G-3
EASTERN TECH MANUFACTURING CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
1998 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
------------------------------------
Net income (loss) $(3,742) $1,804
Adjustments to reconcile net income to net cast
provided by operating activities:
Depreciation 1,909 5,758
Changes in operating assets and liabilities:
Accounts receivable 38,452 -
Prepaid expenses (1,669) -
Accounts payable (19,154) (44,762)
-------- -------
Net cash provided by (used in) operating activities 15,796 (37,200)
------ -------
CASH FLOWS FROM INVESTING ACTIVITIES:
------------------------------------
Purchase of property and equipment (13,364) (31,883)
CASH FLOWS FROM FINANCING ACTIVITIES:
------------------------------------
Funds advanced (to) from stockholders - 40,725
- ------
NET INCREASE (DECREASE) IN CASH 2,432 (28,358)
CASH AT BEGINNING OF PERIOD 6,538 34,896
----- ------
CASH AT END OF PERIOD $8,970 $6,538
====== ======
G-4
EASTERN TECH MANUFACTURING CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Organization
- ------------
Eastern Tech Manufacturing Corporation (The "Company") is a Maryland corporation
organized in May 1985. The Company is engaged in the business of assembling
electronic components under various short-term, task oriented contracts and
purchase orders.
Method of Accounting
- --------------------
The financial statements of the Company have been prepared on the accrual basis
of accounting. Under this method, certain revenues are recognized when earned,
and certain expense and purchases of assets are recognized when the obligations
if incurred.
Management's Estimates
- ----------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition
- -------------------
The Company recognizes revenue and the related cost of goods sold upon shipment
of the product.
Accounts Receivable
- -------------------
Management reflects as accounts receivable only those accounts which it
considers to be collectable. Uncollectable accounts are written off when
collection is in doubt.
Property and Equipment
- ----------------------
Property and equipment are stated at cost. Depreciation is computed under
accelerated methods with useful lives ranging from 5 to 7 years. Expenditures
for major renewals and betterments which extend the useful lives of property and
equipment are capitalized. Expenditures for maintenance and repairs are charged
to expense as incurred.
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.
Income Taxes
- ------------
The Company is subject to Federal and state corporate income taxes on its net
taxable income. As of June 30, 1998 the Company owed no Federal or state income
taxes.
NOTE 2 - LOANS FROM STOCKHOLDER
- -------------------------------
At June 30, 1998 and 1997, the Company had borrowed $42,953 from its principal
stockholder. The loans are unsecured and payable on demand. There is no
provision for interest.
NOTE 3 - RELATED PARTY TRANSACTIONS
- -----------------------------------
The Company leased its office and manufacturing facility from its principal
stockholder under a month-to-month arrangement. Rent paid to the stockholder
amounted to $43,029 for the year ended June 30, 1998 and $101,015 for the year
ended June 30, 1997.
G-5
NOTE 4 - SUBSEQUENT EVENT
- -------------------------
During May 1999 all of the Company's outstanding common stock was purchased by
View Systems, Inc. for $935,684. The purchase price was paid for with 250,000
shares of View's common stock. The transaction also included the assumption of
various liabilities and legal fees by View as well as a non-compete clause.
G-6
EASTERN TECH MANUFACTURING CORPORATION
BALANCE SHEET
MARCH 31, 1999
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash $9,537
Accounts receivable 35,261
Inventory 30,210
------
Total current assets 75,008
------
PROPERTY AND EQUIPMENT:
Equipment, at cost 154,935
Less accumulated depreciation 86,874
------
Net value of equipment 68,061
------
TOTAL ASSETS $143,069
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $15,076
Loans from stockholder 101,816
Other accrued liabilities 3,350
-----
Total current liabilities 120,242
-------
STOCKHOLDER'S EQUITY
Common Stock - par value $1. 00, 1000 shares authorized,
100 shares issued and outstanding 500
Retained earnings 22,327
------
Total stockholder's equity 22,827
------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $143,069
========
G-7
EASTERN TECH MANUFACTURING CORPORATION
STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
1999 1998
---- ----
(unaudited) (unaudited)
REVENUE:
Sales of assembled electronic components $716,250 $615,512
-------- --------
COST OF SALES:
Material 423,089 363,721
Labor 197,651 131,534
------- -------
Cost of sales 620,740 495,255
------- -------
Gross profit 95,510 120,257
------ -------
OPERATING EXPENSES:
Salaries and benefits 20,977 35,250
Rent 28,000 30,576
Payroll and other taxes 20,236 22,420
Other operating expenses 26,543 34,298
------ ------
Total operating expenses 95,756 122,544
------ -------
NET LOSS (246) (2,287)
RETAINED EARNINGS AT BEGINNING OF PERIOD 22,573 26,315
------ ------
RETAINED EARNINGS AT END OF PERIOD $22,327 $24,028
======= =======
G-8
EASTERN TECH MANUFACTURING CORPORATION
STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
1999 1998
---- ----
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (246) $ (2,287)
Adjustments to reconcile net (loss) income to net cash
Provided by operating activities:
Depreciation 2,995 1,432
Changes in operating assets and liabilities:
Accounts receivable (2,123) 27,067
Inventory (30,210) -
Prepaid expenses 1,669 -
Accounts payable (33,731) (14,365)
Other accrued liabilities 3,350 -
----- -
(58,296) 11,847
-------- ------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment - 10,023
- ------
CASH FLOWS FROM FINANCING ACTIVITIES
Funds advanced (to) from stockholder 58,863 -
------ -
NET INCREASE (DECREASE) IN CASH 567 1,824
CASH AT BEGINNING OF PERIOD 8,970 6,538
----- -----
CASH AT END OF PERIOD $9,537 $8,362
G-9
To the Board of Directors and stockholders Xyros Systems, Inc.
Columbia, Maryland
We have audited the accompanying balance sheet of Xyros Systems, Inc. as
December 31, 1998 and the related statements of operations and accumulated
deficit and cash flows for the years ended December 31, 1998 and 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Xyros Systems, Inc. as December
31, 1998, and the results of its operations and cash flows for the years ended
December 31, 1998 and 1997 in conformity with generally accepted accounting
principles.
Stegman & Company
Baltimore, Maryland
February 8, 2001
H-1
XYROS SYSTEMS, INC.
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
CURRENT ASSETS:
Cash $1,946
Accounts receivable 13,599
Inventory 4,574
-----
Total current assets 20,119
------
PROPERTY AND EQUIPMENT:
Computer hardware 1,666
Software 2,438
-----
4,104
Less accumulated depreciation (821)
-----
Net value of property and equipment 3,283
-----
TOTAL ASSETS $23,402
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable 6,298
Note payable - bank 65,000
Notes payable - stockholders 155,000
Other accrued liabilities 2,915
-----
Total current liabilities 229,213
-------
STOCKHOLDERS' EQUITY
Common Stock - par value $1.00, 1000 shares authorized,
100 shares issued and outstanding 100
Accumulated deficit (205,911)
--------
Total stockholders' equity (205,811)
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $23,402
=======
See accompanying notes
H-2
XYROS SYSTEMS, INC.
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
1998 1997
---- ----
REVENUE:
Sales and other income $31,438 $-
Cost of goods sold 20,891 --
------ ----
GROSS PROFIT ON SALES 10,547 --
------ ----
OPERATING EXPENSES:
Advertising and promotion 2,819 -
Depreciation 821 -
Employee compensation and benefits 90,008 -
Insurance 826 -
Interest 9,837 -
Office expenses 16,426 2,147
Professional fees 1,529 9,717
Rent 35,879 -
Research and development expenses 22,077 16,387
Utilities 3,921 -
Travel 2,424 1,640
Total operating expenses 186,567 29,891
------- --------
NET LOSS (176,020) (29,891)
======== ========
ACCUMULATED DEFICIT AT BEGINNING OF YEAR (29,891) -
ACCUMULATED DEFICIT AT END OF YEAR $(205,911) $(29,891)
======== ========
BASIC NET LOSS PER SHARE $(1,760.20) $(298.91)
========= ========
See accompanying notes
H-3
XYROS SYSTEMS, INC.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
DECEMBER 31, 1998 AND 1997
1998 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (176,020) $(29,891)
Adjustments to reconcile net loss to net cash used by
operating activities - Depreciation 821 -
Changes in operating assets and liabilities:
Accounts receivable (13,599) -
Inventory (4,574) -
Accounts payable 6,289 -
Other accrued liabilities 3,024 -
----- -
Net cash used by operating activities (184,059) (29,891)
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (4,104) -
------- -
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank note payable 65,000 -
Proceeds from stockholder notes payable 125,000 30,000
------- ------
Net cash provided by financing activities 190,000 30,000
------- ------
NET DECREASE IN CASH 1,837 109
CASH AT BEGINNING OF YEAR 109 -
--- -
CASH AT END OF YEAR $1,946 $109
======= =====
See accompanying notes.
H-4
XYROS SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Xyros Systems, Inc. (the "Company") was incorporated in the State of Maryland on
July 27, 1997. The Company designs and develops products which permit remote
monitoring and storage of video.
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 recognizes revenue and the related cost of goods sold upon shipment
of the product.
Inventories
Inventories consist of parts and other materials and are stated at the lower of
cost or market. Cost is determined by the first-in first-out method.
Property and Equipment
Property and equipment is recorded at cost and depreciated over their useful
lives, using the straight- line method. Upon sale or retirement, the cost and
related accumulated depreciation are eliminated from the respective accounts,
and the resulting gain or loss is included in the results of operations. The
useful lives of property and equipment for purposes of computing depreciation is
5 years.
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 carry-forwards. Valuation
allowances are recorded for deferred tax assets when it is more likely than not
that such deferred tax assets will not be realized.
H-5
2 NOTE PAYABLE - BANK
The Company has a demand note payable with a commercial bank having an
outstanding balance of $65,000 at December 31, 1998. The note bears interest
equivalent to the prime rate plus 2% per annum payable monthly and is personally
guaranteed by the Company's stockholders.
3 NOTES PAYABLE - STOCKHOLDERS
The Company has notes payable with its stockholders in the aggregate amount of
$155,000 as of December 31, 1998. The notes carry an annual interest rate of 10%
with interest payable monthly and are due December 31, 1999.
4 INCOME TAXES
The components of the deferred income taxes as of December 31, 1998 consist of
the following:
Effect of net operating loss carry-forward $70,010
Less valuation allowance (70,010)
Net deferred tax asset (liability) $ --
The Company has recorded a valuation allowance in an amount equal to the
deferred tax asset resulting from its net operating loss carry-forward.
H-6
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24 Indemnification of Directors and Officers.
The Florida Business Combinations Act (FBCA) authorizes Florida
corporations to indemnify any person who was or is a party to any proceeding
(other than an action by, or in the right of, the corporation) by reason of the
fact that he or she is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation or other entity,
against liability incurred in connection with such proceeding, including any
appeal thereof, if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Florida law does not provide for indemnification for (i) an act or
omission that involves intentional misconduct or a knowing violation of a law,
or (ii) payment of improper distributions. In the case of an action by or on
behalf of a corporation, indemnification may not be made if the person seeking
indemnification is adjudged liable, unless the court in which such action was
brought determines such person is fairly and reasonably entitled to
indemnification. The indemnification provisions of the FBCA require
indemnification if a director or officer has been successful on the merits or
otherwise in defense of any action, suit or proceeding to which he or she was a
party by reason of the fact that he or she is or was a director or officer of
the corporation. The indemnification authorized under Florida law is not
exclusive and is in addition to any other rights granted to officers and
directors under the articles of incorporation or bylaws of the corporation or
any agreement between officers and directors and the corporation.
A corporation may purchase and maintain insurance or furnish similar
protection on behalf of any officer or director against any liability asserted
against the director or officer and incurred by the director or officer in such
capacity, or arising out of the status, as an officer or director, whether or
not the corporation would have the power to indemnify him or her against such
liability under the FBCA.
Our Articles of Incorporation provide for the indemnification of
directors and executive officers to the maximum extent permitted by Florida law.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers or persons controlling us pursuant to
the foregoing provisions, the registrant has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
There is no pending litigation or proceeding involving any of our
directors, officers, employees or agents where indemnification would be required
or permitted. We are not aware of any threatened litigation or proceeding that
would result in a claim for such indemnification.
Item 25. Other Expenses of Issuance and Distribution.
The following table sets forth the various estimated expenses to be
incurred by us in connection with the registration of the securities being
registered hereby, all of which will be borne by us except any underwriting
discounts and commissions and expenses incurred by the selling stockholder for
brokerage,
II-1
accounting or tax services or any other expenses incurred by the selling
stockholder in disposing of the shares (other than the reasonable fees and
expenses of the selling stockholder's counsel).
SEC Registration Fee $ 487.16
Accounting fees and expenses $ 750.00
Legal fees and expenses $20,000.00
Printing fees $ 0.00
Transfer agent fees $ 0.00
Miscellaneous $ 0.00
----------
TOTAL $21,237.16
Item 26. Recent Sales of Unregistered Securities
1998
- ----
(1) On September 30, 1998, we forward split its common stock 2-to-1, thereby
increasing the outstanding common stock from 1,000,000 shares to 2,000,000
shares. On September 30, 1998, we entered into a plan of merger to acquire
RealView Systems, a Colorado corporation owned by Gunther Than, our President
and CEO, by issuing 2,000,000 shares to the stockholders of RealView Systems. On
October 28, 1998, we acquired by merger all of the stock of RealView Systems in
exchange for their shares of RealView Systems common stock. The shares were
issued under Section 4(2) of the Securities Act and Rule 506. The purchasers
were accredited investors and all the other conditions of Rule 506 were
satisfied.
(2) On November 16, 1998, we commenced an offering of common stock at a price of
$1.50 per share under Rule 504 of Regulation D promulgated under the Securities
Act of 1933. Investors in this offering were provided with a private placement
memorandum and each investor executed a subscription agreement, representing,
among other things, that the shares were being acquired for investment for their
own accounts, and not with a view toward distribution or resale. The offering
was made to accredited investors, within the meaning of Rule 501 of Regulation
D, with the exception of one non-accredited investor, Marilyn King, a Florida
resident who had a preexisting business relationship with us and by reason of
her business and financial experience, understood the risks of her investment.
The offering was open from November 16, 1998, to February 8, 1999.
In total, we offered and sold 666,667 shares as part of this offering,
for a total consideration of $1,000,000. Three of the investors in this
offering, Martin Maassen, Michael Bagnoli and David Barbara, subsequently became
part of our board of directors.
1999
- ----
(1) On February 25, 1999, we acquired all of the issued and outstanding shares
of Xyros Systems, Inc., a Maryland corporation, through a share exchange whereby
we issued 150,000 of our non-registered, restricted stock to the former
stockholders of Xyros in exchange for all of their shares. The former
stockholders of Xyros were all Maryland residents.
The shares were sold only to accredited investors or sophisticated
investors and the other conditions of Rule 506 were satisfied. The shares were
exempt from registration pursuant to Rule 506 and Section 4(2) of the Securities
Act of 1933. Subsequent to the acquisition, we employed Vincent DeCampo, Thomas
G. Weiss and David C. Bruggeman.
II-2
(2) On April 7, 1999, our Board of Directors adopted the View Systems, Inc. 1999
Restricted Share Plan, which Plan, and the agreements under the Plan, were
subsequently ratified at a special meeting of stockholders held on August 27,
1999. The Plan provides for the issuance of incentive and compensation shares of
common stock to our key employees. From April 7, 1999, to July 20, 1999, we
issued 706,000 shares under the plan. In addition to being non-registered,
restricted shares pursuant to Rule 144 of the Securities Act of 1933, the shares
issued under the plan also contained contractual restrictions, which provided
that the shares vested over time according to a schedule set forth in the
agreement entered into pursuant to the plan. As of October 1, 1999, 526,000
shares had fully vested under the plan and were freely transferable, to the
extent transferable under the Securities laws.
These shares were issued under Rule 701 promulgated under the
Securities Act of 1933. The shares were issued as compensation and were valued
at $.50 per share on our financial statements. Gunther Than and Andrew Jiranek
were the only executive officers receiving shares under the plan.
(3) On May 25, 1999, we acquired all of the stock of ETMC in exchange for the
issuance of 250,000 shares of restricted common stock to Lawrence Seiler and
cash payments to Lawrence Seiler and/or guaranties of cash payments for the
benefit of Larry Seiler. On July 29, 1999, we issued 170,000 shares of
restricted common stock in exchange for the cancellation of indebtedness it owed
to or for the benefit of Lawrence Seiler. In connection with this issuance, we
agreed to register at its expense 100,000 of these shares. Each share issued on
July 29, 1999, canceled $2.00 worth of indebtedness. These shares were exempt
from registration under Rule 506. Lawrence Seiler is a Maryland resident and a
Sales Manager of ETMC. Mr. Seiler is an accredited investor and all the other
conditions of Rule 506 were satisfied.
(4) On June 17, 1999, in connection with a consulting engagement agreement, we
granted to Columbia Financial Group, LLC 200,000 shares of our common stock and
five year warrants to purchase a total of 400,000 shares of our common stock at
$2.00 per share. The shares of common stock that can be obtained upon exercise
of the warrants carry registration rights. Columbia Financial Group, LLC,
provides investment relations services, including direct investor relations and
broker-dealer relations services, public relations services, publishing
services, advertising services and fulfillment services. Its securities were
exempt from registration under Section 4(2) of the Securities Act of 1933 and
Rule 506. The purchaser is an accredited investor and all the other conditions
of Rule 506 were satisfied.
(5) On July 2, 1999, we issued 250,000 shares of restricted common stock and
options to purchase 250,000 shares at an exercise price of $2.00 per share to
Gunther Than, President, CEO and a Director in connection with the acquisition
of ETMC. Mr. Than acquired this stock pursuant to Section 4(2) of the Securities
Act of 1933 and Rule 506. The purchaser is an accredited investor and all the
other conditions of Rule 506 were satisfied.
(6) On July 2, 1999, we issued 13,333 shares to Leokadia Than because she
exchanged a RealView Systems stock certificate in the amount of 10,000 shares
that she had obtained from Keith Bosworth, a former stockholder of RealView
Systems. We had agreed to exchange 1.33 of its shares of common stock in
exchange for every share of stock of RealView Systems. Ms. Than acquired this
stock pursuant to Rule 506 promulgated under the Securities Act of 1933. The
purchaser is an accredited investor and all the other conditions of Rule 506
were satisfied.
(7) On July 19, 1999, we issued 300,000 shares of common stock to Gunther Than
as consideration under an executive employment agreement he entered into with
us, in which he agreed to a restrictive, non-compete, non-solicit covenant
running to our benefit. These shares of restrictive common stock were issued
under Section 4(2) of the Securities Act of 1933 and Rule 506. These shares were
issued as compensation and were valued at $.50 per share.
II-3
(8) On August 2, 1999, we commenced an offering under Rule 506 of Regulation D
promulgated under the Securities Act of 1933. Investors in this offering were
provided with a private placement memorandum and each investor executed a
subscription agreement, representing, among other things, that the shares were
being acquired as an investment for their own accounts, and not with an eye
toward distribution or resale. The offering was made to Accredited Investors,
within the meaning of Rule 501 of Regulation D. From August 2, 1999, to August
18, 1999, when we closed the offering.
(9) On October 29, 1999, we issued 100,000 shares to two accredited Maryland
resident investors who are working for Columbia Financial Group, LLC, our
investment relations firm. These investors, Jim Price and Tim Rieu, purchased
50,000 shares each for $1.00 per share and executed subscription agreements. As
condition of their subscription for shares, we agreed to register their shares
in our next registered offering under the Securities Act of 1933. These
securities were issued under Section 4(2) of the Securities Act of 1933 and Rule
506. The purchaser is an accredited investor and all the other conditions of
Rule 506 were satisfied.
(10) Also, on October 29, 1999, we agreed to issue 200,000 shares to Leokadia
Than in exchange for satisfaction of loan indebtedness of $210,000 ($177,000 in
principal loans, plus $33,000 in accrued interest). As part of Leokadia Than's
subscription agreement, we agreed to register 50,000 shares in our next
registered offering under the Securities Act of 1933. These securities were
issued under Section 4(2) of the Securities Act of 1933 and Rule 506. The
purchaser is an accredited investor and all the other conditions of Rule 506
were satisfied.
(11) On November 11, 1999, we commenced an offering of securities under Rule 506
of Regulation D of the Securities Act of 1933. Each investor was given a private
placement memorandum prior to acceptance of any subscription in the offering and
each executed a subscription agreement, representing, among other things, that
the shares are being acquired for investment purposes only. We sold 285,727
shares at a price of $1.75 per share, for total sales proceeds of $500,026 to
us. As a condition of investment in this offering, we agreed to register the
shares purchased by investors in our next registered offering under the
Securities Act of 1933. We believed that each investor was capable of evaluating
the merits and risks of investment immediately prior to making such sale. All of
the other conditions of Rule 506 were met. We closed this offering on January 8,
2000.
(12) On December 9, 1999, in connection with 2 consulting agreements, we granted
5 year warrants to purchase shares of our common stock at $2.00 per share. The
warrants were granted to Tom Cloutier, a California resident (44,000 shares),
and Guy Parr, a Maryland resident (10,000 shares) and carried registration
rights. The shares were issued under Section 4(2) of the Securities Act of 1933
and Rule 506. Tom Clothier is a sophisticated investor who has been working
substantially for us since November, 1998, and Guy Parr is an accredited
investor.
2000
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(1) On February 18, 2000, we sold to Rubin Investment Group, an accredited
investor a total of 800,000 shares and warrants to acquire an aggregate of up to
2,500,000 shares, of which 1,500,000 expire on the later of August 31, 2000 or
the 30th day following the effective date of a registration statement covering
the sale of the underlying shares and 1,000,000 expire in three years from the
date of the purchase. We agreed to register the shares and the shares received
upon warrant exercises. Rubin Investment Group purchased its shares in an
offering conducted under Section 4(2) and Rule 506 of the Securities Act of
1933. During April and May, 2000, Rubin Investment Group partially exercised the
warrants to the extent of providing us with cash and property with a value of
$230,000 and receiving
II-4
265,000 shares of our common stock. We modified these agreements of May 22,
2000, to permit Rubin Investment Group to acquire 200,000 shares for $100,000.
(2) In July, 2000, we entered into a consulting agreement with Magnum Financial
Group, LLC, an accredited investor, in which we agreed to pay $5,000.00 per
month for six months, 25,000 shares of common stock and five year warrants
exercisable immediately to purchase 200,000 shares at exercise prices of $1.25
for 100,000 shares, $1.75 for 50,000 shares and $2.25 for 50,000 shares in
exchange for investor and public relations services. We also agreed to register
for resale at our expense the shares of common stock underlying the warrants.
These securities were exempt from registration under Section 4(2)and Rule 506
under Regulation D of the Securities Act.
(3) In September, 2000, we entered into a consulting agreement with Columbia
Financial Group, LLC, an accredited investor, pursuant to which we agreed to
issue three year warrants to purchase 500,000 shares at an exercise price of
$1.00 per share in exchange for investor and public relation services. The
warrants were exempt from registration under Section 4(2) and Rule 506 under
Regulation D of the Securities Act. This registration statement includes the
500,000 shares underlying warrants.
(4) In October, 2000 we entered into a consulting agreement with John Clayton,
an accredited investor, pursuant to which we agreed to issue 500,000 shares of
our common stock in consideration for certain business consulting and corporate
development services. The shares were exempt from registration under Section
4(2) of the Securities Act and Rule 506 under Regulation D of the Securities
Act. This registration statement includes the 50,000 shares underlying warrants.
(5) In October 2000, we commenced an offering of securities in private
placements pursuant to which we issued 443,000 shares of our common stock at
prices ranging from $.25 to $.50 from October to December, 2000 to eight
persons, all of whom were accredited investors, in which we raised $90,000. The
shares were exempt from registration under Section 4(2) of the Securities Act
and Rule 506 under Regulation D of the Securities Act.
(6) In December, 2000, we agreed to sell to each of Mid-West First National,
Inc. and Pacific First National, Inc., accredited investors, in a private
placement 1,000,000 Units at a price of $.40 per Unit. Each Unit consists of one
share of common stock and a five year warrant to purchase an additional share of
common at an exercise price of $.50 per share. In connection with the sale of
the shares, the purchaser agreed to provide certain financial consulting service
and we agreed to grant them certain rights of first refusal with respect to
future public offerings. This registration statement includes the 1,000,000
shares acquired by each of the above purchases. These securities were exempt
from registration under Section 4(2) of the Securities Act and Rule 506 under
Regulation D of the Securities Act.
II-5
EXHIBITS
A. INDEX OF EXHIBITS
2.1 View Systems, Inc. Board of Directors Resolutions approving Acquisition Agreement and Plan of Reorganization With RealView
Systems, Inc; Resolution of stockholders and Board of Directors of Real View Systems, Inc. approving Acquisition Agreement
and Plan of Reorganization With Real View Systems, Inc. (1)
2.2 View Systems, Inc. Acquisition Agreement and Plan of Reorganization with Xyros Systems, Inc. (1)
2.3 View Systems, Inc. Acquisition Agreement and Plan of Reorganization with ETMC(1)
2.4 Letter of Intent to Form Joint Venture Corporation Between NetServ Caribbean, Ltd. and View Systems, Inc. (1)
3.1 Articles of Incorporation and all Articles of Amendment of View Systems, Inc. (1)
3.2 By-Laws of View Systems, Inc. (1)
5.1 Consent of Counsel Regarding Legality.
10.1 Form of Subscription Agreement For 8/8/99 Rule 505 (Amended to Be Rule 506) Offering and Terms of Offering Pages From Private
Placement Memorandum, Dated August 8, 1999, Describing Rights of Subscribers. (1)
10.2 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. (1)
10.3 Subscription Agreement Between View Systems, Inc. and Lawrence Seiler for 170,000 Shares, Granting Registration Rights to
100,000 Shares. (1)
10.4 Lock-Up Agreement With Lawrence Seiler.(1)
10.5 Subscription Agreement Between View Systems, Inc. and Leokadia Than. (1)
10.6 Form of Subscription Agreement Between View Systems, Inc. and Jim Price and Tim Rieu. (1)
10.7 Subscription and Investment Representation Agreement between View Systems, Inc. and Rubin Investment Group, dated
February 18, 2000. (2)
10.8 First Common Stock Purchase Warrant between View Systems, Inc. and Rubin Investment Group, dated February 18, 2000. (2)
10.9 Second Common Stock Purchase Warrant between View Systems, Inc. and Rubin Investment Group, dated February 18, 2000. (2)
10.10 Registration Rights Agreement between View Systems, Inc. and Rubin Investment Group, dated February 18, 2000. (2)
10.11 Non-qualified Stock Option Agreement with Richard W. Gray. (6)
10.12 Amendment to First Purchase Common Stock Warrant, Dated February 18,2000, Second Purchase Common Stock Warrant, Dated
February 18, 2000, and Subscription and Investment Agreement, Dated February 18, 2000, Between View Systems and Rubin
Investment Group. (7)
10.13 View Systems, Inc. 2000 Restricted Share Plan (8)
10.14 Second Amendment to First Purchase Common Stock Warrant, Dated February 18, 2000, Second Purchase Common Stock Warrant, Dated
February 18, 2000, and Subscription and Investment Agreement, Dated February 18, 2000, Between View Systems and Rubin
Investment Group. (9)
10.15 View Systems, Inc. Employment Agreement with Gunther Than. (1)
10.16 View Systems, Inc. Employment Agreement with Andrew L. Jiranek. (1)
10.17 View Systems, Inc. Engagement Agreement with Bruce Lesniak. (1)
10.18 View Systems, Inc. Employment Agreement with David Bruggeman. (1)
10.19 Eastern Tech Mfg. Corp. Employment Agreement with John Curran. (1)
10.20 Lease Agreement Between View Systems, Inc. and Lawrence Seiler. (1)
10.21 Stock Redemption Agreement, dated May 27, 1999, Between View Systems, Inc. and Gunther Than. (1)
10.22 Stock Redemption Agreement, dated September 30, 1999, Between View Systems, Inc. and Gunther Than. (1)
10.23 View Systems, Inc. 1999 Restricted Share Plan. (1)
10.24 Restricted Share Agreement with Bruce Lesniak (Lesniak & Associates). (1)
10.25 Restricted Share Agreement with John Curran. (1)
10.26 Restricted Share Agreement with David Bruggeman. (1)
10.27 Restricted Share Agreement with Gunther Than. (1)
10.28 Restricted Share Agreement with Andrew Jiranek. (1)
10.29 Restricted Share Agreement with Linda Than. (1)
10.30 View Systems, Inc. 1999 Employee Stock Option Plan. (1)
10.31 Non-qualified Stock Option Agreement with Gunther Than. (1)
10.32 Non-qualified Stock Option Agreement with Andrew Jiranek. (1)
10.33 Qualified Stock Option Agreement with Gunther Than. (1)
10.34 Qualified Stock Option Agreement with Andrew Jiranek. (1)
10.35 Promissory Notes from Xyros Systems, Inc. to Ken Weiss. (1)
10.36 Promissory Notes from Xyros Systems, Inc. to Hal Peterson. (1)
10.37 Loan Agreement Between Xyros Systems, Inc. and Columbia Bank. (1)
10.38 Letter From Columbia Bank Extending Term of Loan. (1)
10.39 License and Distribution Agreement with Visionics Corporation. (5)
10.40 License and Distribution Agreement with Lead Technologies, Inc. for Video OCR Software. (3)
10.41 License and Distribution Agreement with Anasoft Systems for Microsoft Operating System Software. (3)
10.42 License and Distribution Agreement with Aware, Inc. for Compression Software. (3)
10.43 Typical Non-Exclusive Reseller Agreement. (5)
10.44 Schedule of Contracted Resellers. (5)
10.45 Agreement between View Systems, Inc. and Magnum Financial Services, Inc., dated February 27, 2000. (5)
10.46 View Systems, Inc. Employment Agreement with Keith Company. (5)
16.1 Letter From Katz, Abosch, Windesheim, Gershman & Freedman, P.A. to View Systems, Inc., dated April 11, 2000. (4)
21.1 Subsidiaries of Registrant. (1)
23.1 Consent of Davis, Sita & Company.*
23.2 Consent of Stegman & Company.*
23.3 Consent of Stegman & Company.*
99.1 Consulting Agreement with Columbia Financial Group, LLC Granting Warrants and Stock and Granting Piggyback Registration
Rights. (1)
99.2 Consulting Agreement with Tom Cloutier Granting Warrants and Registration Rights. (1)
99.3 Consulting Agreement with Guy Parr Granting Warrants and Registration Rights. (1)
99.4 Form of Stock Certificate. (1)
99.5 Consulting Agreement with Magnum Worldwide Investments, Ltd. (1)
99.6 Consulting Agreement with Mid-West First National, Inc.*
99.7 Consulting Agreement with Pacific First National, Corp.*
99.8 Consulting Agreement with Columbia Financial Group, LLC*
99.9 Consulting Agreement with John Clayton*
99.10 Consulting Agreement with Magnum Financial Group, LLC*
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(1) Incorporated By Reference from Registrant's Registration Statement on Form SB-2 Filed With the Commission On
January 11, 2000
(2) Incorporated By Reference From Registrant's Report on Form 8K, dated February 19, 2000.
(3) Incorporated By Reference From Registrant's Report on Form 10KSB, Dated March 30, 2000.
(4) Incorporated By Reference From Registrant's Report on Form 8K, Dated April 13, 2000.
(5) Incorporated By Reference From Registrant's Statement on Form SB-2/A, Dated April 27, 2000.
(6) Incorporated By Reference From Registrant's Form 10 QSB, Dated May 15,2000.
(7) Incorporated by Reference to Registrant's Registration Statement on Form SB-2/A, dated June 7, 2000
(8) Incorporated By Reference to Registrant's Definitive Proxy Statement On Schedule 14A, dated May 3, 2000
(9) Incorporated by reference to Registrant's Statement on Form SB 2/A, dated July 20, 2000
*attached to registration statement
Item 28. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file with the SEC, during any period in which offers or
sales are being made in reliance on Rule 415 of the
Securities Act, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in such prospectus any facts or events that
exist which, individually or together, represent a
fundamental change in the information contained in the
registration statement; provided, however, that
notwithstanding the foregoing, any increase or decrease
in volume of the securities offered (if the total
dollar value of the securities offered would not exceed
that which was registered) and any deviation from the
low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with
the SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii)To include any material information with respect to the
plan of distribution.
(2) For purposes of determining any liability under the
Securities Act, to treat each post-effective amendment as a
new registration statement relating to the securities
offered and the offering of such securities at that time to
be the initial bona fide offering.
(3) To file a post-effective amendment to remove from
registration any of the securities being registered which
remain unsold at the termination of the offering.
For determining any liability under the Securities Act, the
Registrant hereby undertakes: (1) to treat the information omitted from the form
of prospectus filed as part of this Registration Statement in reliance upon Rule
430A and contained in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this
Registration Statement as of the time the
SEC declared it effective; and (2) to treat each post-effective amendment that
contains a form of prospectus as a new registration statement relating to the
securities offered therein, and the offering of such securities at that time as
the initial bona fide offering of the securities.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore
unenforceable.
In the event that a claim for indemnification against such liabilities,
other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding, is asserted by the director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether the indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of that issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of a filing on Form SB-2 and authorized this registration
statement to be signed on behalf of the undersigned in the City of Columbia
Maryland, on February 8, 2001.
VIEW SYSTEMS, INC.
By: /s/ Gunther Than
________________________________
Gunther Than, President,
Chief Executive Officer and Director
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
SIGNATURE TITLE DATE
President,
/s/ Gunther Than Chief Executive Officer
___________________ and Director February 8, 2001
Gunther Than
/s/ Martin Maassen Chairman of the Board February 8, 2001
___________________
Martin Maassen
/s/ Michael Bagnoli Director February 8, 2001
___________________
Michael Bagnoli