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Share Name | Share Symbol | Market | Type |
---|---|---|---|
View Systems Inc (CE) | USOTC:VSYM | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
Colorado
|
|
59-2928366
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
6 Park Center Court
Owings Mills, MD 21117
|
|
21227
|
(Address of principal executive offices)
|
|
(Zip Code)
|
☐
|
Large accelerated filer
|
☐
|
Accelerated filer
|
|
|
|
|
☐
|
Non-accelerated filer
|
☑
|
Smaller reporting company
|
|
|
|
|
|
PART I
|
|
|
|
|
|
|
|
|
|
Item 1.
|
Business
|
|
4
|
|
Item 1A.
|
Risk Factors
|
|
12
|
|
Item 1B
.
|
Unresolved Staff Comments
|
|
20
|
|
Item 2
.
|
Properties
|
|
20
|
|
Item 3
.
|
Legal Proceedings
|
|
21
|
|
Item 4
.
|
Mine Safety Disclosures
|
|
21
|
|
|
|
|
|
|
PART II
|
|
|
|
|
|
|
|
|
|
Item 5
.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
21
|
|
Item 6.
|
Selected Financial Data
|
|
27
|
|
Item 7
.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
28
|
|
Item 7A
.
|
Quantitative and Qualitative Disclosures About Market Risk`
|
|
35
|
|
Item 8
.
|
Financial Statements and Supplementary Data
|
|
36
|
|
Item 9
.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
|
52
|
|
Item 9A
.
|
Controls and Procedures
|
|
52
|
|
Item 9B
.
|
Other Information
|
|
53
|
|
|
|
|
|
|
PART III
|
|
|
|
|
|
|
|
|
|
Item 10
.
|
Directors, Executive Officers and Corporate Governance
|
|
53
|
|
Item 11
.
|
Executive Compensation
|
|
55
|
|
Item 12
.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
58
|
|
Item 13
.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
59
|
|
Item 14
.
|
Principal Accounting Fees and Services
|
|
60
|
|
|
|
|
|
|
PART IV
|
|
|
|
|
|
|
|
|
|
Item 15
.
|
Exhibits, Financial Statement Schedules
|
|
61
|
|
|
|
|
|
|
SIGNATURES
|
|
62
|
|
●
|
Investors may have difficulty buying and selling our shares or obtaining market quotations;
|
●
|
Market visibility for our common stock may be limited; and
|
●
|
variations in our quarterly operating results;
|
●
|
loss of a key relationship or failure to complete significant transactions;
|
●
|
additions or departures of key personnel; and
|
●
|
fluctuations in stock market price and volume.
|
FISCAL YEAR ENDED DECEMBER 31, 2017:
|
|
High
|
|
|
Low
|
|
||
Fourth Quarter
|
|
$
|
0.003
|
|
|
$
|
0.001
|
|
Third Quarter
|
|
$
|
0.003
|
|
|
$
|
0.002
|
|
Second Quarter
|
|
$
|
0.003
|
|
|
$
|
0.002
|
|
First Quarter
|
|
$
|
0.003
|
|
|
$
|
0.002
|
|
|
|
|
|
|
|
|
|
|
FISCAL YEAR ENDED DECEMBER 31, 2016:
|
|
|
|
|
|
|
|
|
Fourth Quarter
|
|
$
|
0.003
|
|
|
`
|
0.002
|
|
Third Quarter
|
|
$
|
0.003
|
|
|
$
|
0.002
|
|
Second Quarter
|
|
$
|
0.003
|
|
|
$
|
0.002
|
|
First Quarter
|
|
$
|
0.003
|
|
|
$
|
0.002
|
|
(1)
|
Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
|
(2)
|
Source: www.nasdaq.com
|
Plan Category
|
|
Number of
securities to be issued
upon exercise
of outstanding
options,
warrants and rights
|
|
|
Weighted-
average exercise
price of
outstanding
options, warrants
and rights
|
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
|
|
|||
Equity compensation plans approved by security holders
|
|
|
5,000,000
|
(1)
|
|
|
-
|
|
|
|
36,340,900
|
(2)
|
Equity compensation plans not approved by security holders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
5,000,000
|
|
|
|
-
|
|
|
|
36,340,900
|
|
(1)
|
Represents shares reserved for the Company's 2010 Equity Incentive Plan.
|
(2)
|
Represents shares reserved for the Company's 2010 Service Provider Stock Compensation Plan.
|
SUMMARY COMPARISON OF OPERATING RESULTS
|
||||||||
|
Years ended December 31,
|
|||||||
|
2017
|
2016
|
||||||
Revenues, net
|
$
|
53,095
|
$
|
58,295
|
||||
Cost of sales
|
18,618
|
1,174
|
||||||
Gross profit (loss)
|
34,477
|
67,121
|
||||||
Total operating expenses
|
241,562
|
193,984
|
||||||
Loss from operations
|
(207,085
|
)
|
(136,863
|
)
|
||||
Total other income (expense)
|
4,407
|
|
(53,756
|
)
|
||||
Net loss
|
(202,678
|
)
|
(190,619
|
)
|
||||
Net loss per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
|
2017
|
2016
|
||||||
ViewScan
|
$
|
2,775
|
$
|
7,570
|
||||
Warranty
|
31,533
|
50,725
|
||||||
Service, installation, training, etc
|
18,787
|
0,0
|
||||||
Total
|
$
|
53,095
|
$
|
58.295
|
Stockholder
Demand loan payable with interest at 5% per month dated September 18, 2009. The loan is secured by the Company's accounts receivable. The note was payable in full on December 17, 2009 and is currently in default
|
50,000
|
50,000
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
37
|
|
|
|
|
|
|
Consolidated Balance Sheets
|
|
|
38
|
|
|
|
|
|
|
Consolidated Statements of Operations
|
|
|
39
|
|
|
|
|
|
|
Consolidated Statements of Stockholders' Deficit
|
|
|
40
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
41
|
|
|
|
|
|
|
Notes to the Financial Statements
|
|
|
42
|
|
361 Hopedale Drive SE
|
|
P (732) 822-4427
|
Bayville, NJ 08721
|
|
F (732) 510-0665
|
View Systems, Inc. and Subsidiaries
|
||||||||
Consolidated Statements of Operations
|
||||||||
For the Years Ended
|
||||||||
December 31,
|
||||||||
2017
|
2016
|
|||||||
Revenues
|
||||||||
Products sales and installation
|
$
|
2,775
|
$
|
7,570
|
||||
Extended warranties
|
31,533
|
50,725
|
||||||
Service income
|
18,787
|
-
|
||||||
Total revenue
|
53,095
|
58,295
|
||||||
Cost of sales
|
18,618
|
1,174
|
||||||
Gross profit
|
34,477
|
57,121
|
||||||
Operating expenses
|
||||||||
General and administrative
|
73,752
|
44,883
|
||||||
Professional fees
|
43,398
|
5,000
|
||||||
Salaries and benefits
|
120,553
|
144,101
|
||||||
Bad debt expense
|
3,859
|
-
|
||||||
Total operating expenses
|
241,562
|
193,984
|
||||||
Loss from operations
|
(207,085
|
)
|
(136,863
|
)
|
||||
Other income (expense)
|
||||||||
Forgiveness of debt
|
41,031
|
-
|
||||||
Interest expense
|
(36,624
|
)
|
(53,756
|
)
|
||||
Total other income (expense)
|
4,407
|
(53,756
|
)
|
|||||
Net loss
|
$
|
(202,678
|
)
|
$
|
(190,619
|
)
|
||
Net loss per share (basic and diluted)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Weighted average shares outstanding (basic and diluted)
|
326,705,526
|
326,705,526
|
View Systems, Inc. and Subsidiaries
|
||||||||||||||||||||||||||||||||
Consolidated Statements of Stockholders' Deficit
|
||||||||||||||||||||||||||||||||
Additional
|
||||||||||||||||||||||||||||||||
Preferred
|
Common
|
Stock
|
Paid-in
|
Accumulated
|
||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Issuable
|
Capital
|
Deficit
|
Total
|
|||||||||||||||||||||||||
Balance, December 31, 2015
|
6,089,647
|
$
|
6,090
|
312,205,526
|
$
|
312,205
|
$
|
16,000
|
$
|
27,389,325
|
$
|
(29,367,990
|
)
|
$
|
(1,644,370
|
)
|
||||||||||||||||
Conversion of 500,000 shares preferred to common
|
(500,000
|
)
|
(500
|
)
|
7,500,000
|
7,500
|
-
|
(7,000
|
)
|
-
|
-
|
|||||||||||||||||||||
Common stock issued in payment of services
|
-
|
-
|
7,000,000
|
7,000
|
-
|
9,800
|
-
|
16,800
|
||||||||||||||||||||||||
Net loss for the year ended December 31, 2016
|
-
|
-
|
-
|
-
|
-
|
-
|
(190,619
|
)
|
(190,619
|
)
|
||||||||||||||||||||||
Balance, December 31, 2016
|
5,589,647
|
5,590
|
326,705,526
|
326,705
|
16,000
|
27,392,125
|
(29,558,609
|
)
|
(1,818,189
|
)
|
||||||||||||||||||||||
Net loss for the year ended December 31, 2017
|
-
|
-
|
-
|
-
|
-
|
-
|
(202,678
|
)
|
(202,678
|
)
|
||||||||||||||||||||||
Balance, December 31, 2017
|
5,589,647
|
$
|
5,590
|
326,705,526
|
$
|
326,705
|
$
|
16,000
|
$
|
27,392,125
|
$
|
(29,761,287
|
)
|
$
|
(2,020,867
|
)
|
View Systems, Inc. and Subsidiaries
|
||||||||
Consolidated Statements of Cash Flows
|
||||||||
For the Years Ended
|
||||||||
December 31,
|
||||||||
2017
|
2016
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(202,678
|
)
|
$
|
(190,619
|
)
|
||
Adjustments to reconcile net loss to net cash
|
||||||||
used in operations:
|
||||||||
Depreciation
|
800
|
800
|
||||||
Common stock issued in payment of services
|
-
|
16,800
|
||||||
Gain from renegotiated debt
|
(41,031
|
)
|
-
|
|||||
Bad debt expense
|
3,859
|
-
|
||||||
Change in operating assets and liabilities:
|
||||||||
(Increase) decrease in cash from:
|
||||||||
Accounts receivable
|
-
|
3,216
|
||||||
Inventory
|
1,088
|
-
|
||||||
Security deposit
|
1,595
|
-
|
||||||
Increase (decrease) in cash from:
|
||||||||
Accounts payable and accrued expenses
|
44,764
|
34,139
|
||||||
Deferred compensation
|
115,574
|
111,335
|
||||||
Accrued and withheld payroll taxes payable
|
6,624
|
5,221
|
||||||
Accrued interest payable
|
30,000
|
30,000
|
||||||
Deferred revenue
|
(6,433
|
)
|
(28,825
|
)
|
||||
Net cash used in operating activities
|
(45,838
|
)
|
(17,933
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds/payments from stockholders loans
|
45,826
|
26,505
|
||||||
Principal payments on notes payable
|
-
|
(11,095
|
)
|
|||||
Net cash provided by financing activities
|
45,826
|
15,410
|
||||||
Increase (decrease) in cash
|
(12
|
)
|
(2,523
|
)
|
||||
Cash at beginning of year
|
94
|
2,617
|
||||||
Cash at end of year
|
$
|
82
|
$
|
94
|
View Systems, Inc. and Subsidiaries
|
||||||||
Consolidated Statements of Cash Flows (Continued)
|
||||||||
For the Years Ended
|
||||||||
December 31,
|
||||||||
2017
|
2016
|
|||||||
Cash paid for:
|
||||||||
Interest
|
$
|
-
|
$
|
-
|
||||
Income Taxes
|
$
|
-
|
$
|
-
|
||||
Non-Cash Investing and Financing Activities:
|
||||||||
Expenses paid with common stock
|
$
|
-
|
$
|
16,800
|
Equipment
|
5-7 years
|
||
Software tools
|
3 years
|
Weighted Avg
|
||||||||||||
(Loss)
|
Shares
|
Per-share
|
||||||||||
(Numerator)
|
(Denominator)
|
Amount
|
||||||||||
Year ended December 31, 2017
|
||||||||||||
Loss from operations which is the amount
|
||||||||||||
that is available to common stockholders
|
$
|
(202,678
|
)
|
326,705,526
|
$
|
(0.00
|
)
|
|||||
Year ended December 31, 2016
|
||||||||||||
Loss from operations which is the amount
|
||||||||||||
that is available to common stockholders
|
$
|
(190,619
|
)
|
326,705,526
|
$
|
(0.00
|
)
|
|||||
Year ended
|
||||||||
December 31,
|
December 31,
|
|||||||
2017
|
2016
|
|||||||
Net loss per financial statements which approximates
|
||||||||
net loss per income tax returns
|
$
|
( 202,678
|
)
|
$
|
(190,619
|
)
|
||
Income tax expense (benefit) applying prevailing
|
||||||||
Federal and state income tax rates
|
(59,000
|
)
|
(80,000
|
)
|
||||
Less valuation allowance
|
59,000
|
80,000
|
||||||
Net income tax expense (benefit)
|
$
|
-
|
$
|
-
|
Weighted
|
Weighted Average
|
Aggregate
|
||||||||||||||
Number of
|
Average Exercise
|
Remaining
|
Intrinsic
|
|||||||||||||
Options
|
Price
|
Contractual Life
|
Value
|
|||||||||||||
Outstanding at Dec 31, 2016
|
10,000,000
|
$
|
0.03
|
1.24
|
$
|
|||||||||||
Granted
|
||||||||||||||||
Exercised
|
||||||||||||||||
Forfeited
|
||||||||||||||||
Outstanding at Dec 31, 2017
|
10,000,000
|
$
|
0.03
|
0.50
|
$
|
|||||||||||
Exercisable at Dec 31, 2017
|
10,000,000
|
$
|
0.03
|
$
|
Annual Dividend
|
||
Expected Life (in years)
|
5.00
|
|
Risk Free Interest Rate
|
0.78%
|
|
Expected Volatility
|
325.25%
|
For the Years Ended
|
||||||||
2017
|
2016
|
|||||||
Revenues
|
||||||||
Security Systems
|
$
|
34,308
|
$
|
58,295
|
||||
Medical
|
18,787
|
-
|
||||||
$
|
53,095
|
$
|
58,295
|
|||||
Loss Before Taxes
|
||||||||
Security Systems
|
$
|
(138,257
|
)
|
$
|
(190,619
|
)
|
||
Medical
|
(64,421
|
)
|
-
|
|||||
$
|
(202,678
|
)
|
$
|
(190,619
|
)
|
(1)
|
pertain to the maintenance of records that in reasonable detail accurately and fairy reflect our transactions .
|
(2)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
|
(3)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
|
|
|
|
|
|
|
|
NAME
|
|
AGE
|
|
POSITION
|
|
DIRECTOR SINCE
|
|
Gunther Than
|
|
70
|
|
Chief Executive Officer, Treasurer, Secretary and Director
|
|
1998
|
|
|
|
|
|
|
|
|
|
Martin Maassen
|
|
76
|
|
Director
|
|
1999
|
|
|
|
|
|
|
|
|
|
Name
|
|
Salary
|
|
Position
|
||||
Gunther Than
(1)
|
|
$
|
0
|
|
|
|
As Chairman of the Board, Director
|
|
|
|
$
|
0
|
|
|
|
As Chief Executive Officer and Chief Financial Officer/Treasurer
|
|
Martin Maassen
|
|
$
|
0
|
|
|
|
As Director
|
|
Michael Bagnoli
|
|
$
|
0
|
|
|
|
As Secretary and Director
|
|
Name and Principal Position
|
Fiscal
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Nonequity
Incentive
Plan
Compen-
sation ($)
|
|
Non-
Qualified
Deferred
Compen-
sation
Earnings
($)
|
|
All
Other
Compen-
sation
($)
|
|
Total
($)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gunther Than
|
2017
|
|
$
|
120,000 (1)
|
|
$
|
-0
-
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
120,000
|
|
(Principal Chief Executive Officer, President and Director)
|
2016
|
|
|
120,000 (2)
|
|
-0
-
|
|
|
-0-
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin Maassen
|
2017
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
(Director)
|
2016
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES |
|
PERCENT OF
SHARES |
||||||||
NAME AND ADDRESS OF
|
|
TITLE
|
|
BENEFICIALLY
|
|
BENEFICIALLY
|
||||||
BENEFICIAL OWNER
|
|
OF CLASS
|
|
OWNED
|
|
OWNED
|
||||||
Martin Maassen
|
|
|
Common
|
|
|
|
10,829,624
|
(1)
|
|
|
3.1
|
%
|
1340 Fawn Ridge Drive
|
|
|
|
|
|
|
|
|
|
|
|
|
West Lafayette, Indiana 47906
|
|
|
|
|
|
|
|
|
|
|
|
|
Gunther Than
|
|
|
Common
|
|
|
|
20,812,200
|
(2)
|
|
|
6.3
|
%
|
1550 Caton Center Drive, Suite E
|
|
|
Preferred
|
|
|
|
5,089,647
|
|
|
|
91.1%
|
%
|
Baltimore, Maryland 21227
|
|
|
|
|
|
|
|
|
|
|
|
|
Address
|
|
|
|
|
|
|
|
|
|
|
|
|
All Directors and officers as a group (3 members)
|
|
|
Common
|
|
|
|
31,641,824
|
|
|
9.4
|
%
|
|
|
|
Preferred
|
|
|
|
5,089,647
|
%
|
|
|
91.1
|
%
|
|
|
|
2017
|
|
|
|
2016
|
|
Audit fees
|
|
$
|
10,000
|
|
|
$
|
10,000
|
|
Audit related fees
|
|
|
0
|
|
|
|
0
|
|
Tax fees
|
|
|
0
|
|
|
|
0
|
|
All other fees
|
|
|
0
|
|
|
|
0
|
|
10.1
|
View Systems, Inc. 2010 Equity Incentive Plan (Incorporated by reference to exhibit 10.1 to Form 10-Q filed May 14, 2010)
|
|
|
10.2
|
View Systems, Inc. 2010 Service Provider Stock Compensation Plan (Incorporated by reference to exhibit 10.4 to Form 10-Q filed August 19, 2010)
|
|
|
10.3
|
Employment agreement between View Systems and Gunther Than, dated December 1, 2009 (Incorporated by reference to exhibit 10.1 to Form 8-K, filed January 11, 2010)
|
|
|
10.4
|
Subcontractor Agreement dated March 9, 2009 between MasTec North America, Inc. and View Systems, Inc. (Incorporated by reference to exhibit 10.3 for Form 10-Q, Amendment No. 1, for the period ended March 31, 2009)
|
|
|
10.3
|
Purchase Agreement, dated June 1, 2012 (Incorporated by reference to exhibit 10.1 to Form 8-K, filed July 3, 2012)
|
|
|
10.4
|
Amendment to Purchase Agreement, dated June 28, 2012 (Incorporated by reference to exhibit 10.2 to Form 8-K, filed July 3, 2012)
|
|
|
21.1
|
List of Subsidiaries*
|
|
|
31.1
|
Rule 13a-15(e)/15d-15(e) Certification by the Chief Executive Officer and Chief Financial Officer
*
|
|
|
32.1
|
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*
|
|
View Systems, Inc.
|
|
|
|
|
|
|
|
By:
|
/
s/ Gunther Than
|
|
|
|
Gunther Than
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal executive officer, principal financial officer, and principal accounting officer)
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Gunther Than
|
|
Director, Chief Executive Officer and Treasurer
|
|
April 17, 2018
|
Gunther Than
|
|
|
|
|
|
|
|
|
|
/
s/ Martin J. Maass
en
|
|
Director
|
|
April 17, 2018
|
Martin J. Maassen
|
|
|
|
|
1 Year View Systems (CE) Chart |
1 Month View Systems (CE) Chart |
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