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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
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59-2928366
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
£
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Accelerated filer
£
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Non-accelerated filer
£
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Smaller reporting company
R
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(Do not check if a smaller reporting company)
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Class
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Outstanding at November 21, 2018
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Common Stock, $.001 par value per share
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326,705,526
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Page
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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3
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PART I. FINANCIAL INFORMATION
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4
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Item 1.
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Financial Statements
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4
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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18
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Item 3.
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Qualitative and Quantitative Disclosures About Market Risk
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19
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Item 4.
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Controls and Procedures
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19
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PART II. OTHER INFORMATION
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20
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Item 1.
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Legal Proceedings
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22
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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22
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Item 3.
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Defaults Upon Senior Securities
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22
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Item 4.
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[Removed and Reserved]
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22
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Item 5.
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Other information
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22
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Item 6.
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Exhibits
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24
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SIGNATURES
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24
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View Systems, Inc. and Subsidiaries
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||||||||||||||||
Consolidated Statements of Operations (Unaudited)
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||||||||||||||||
For the Three Months Ended
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For the Nine Months Ended
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|||||||||||||||
September 30,
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September 30,
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|||||||||||||||
2018
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2017
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2018
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2017
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|||||||||||||
Revenues
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||||||||||||||||
Product sales and Installation
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$
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-
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$
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-
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$
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-
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$
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1,987
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||||||||
Extended warranties
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7,317
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6,108
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29,367
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25,258
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||||||||||||
Service income
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1,735
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-
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1,735
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-
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||||||||||||
Total revenue
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9,052
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6,108
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31,102
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27,245
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||||||||||||
Cost of sales
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-
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-
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-
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14,313
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||||||||||||
Gross profit
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9,052
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6,108
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31,102
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12,932
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||||||||||||
Operating expenses
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||||||||||||||||
General and administrative
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20,608
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4,913
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44,045
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7,677
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||||||||||||
Professional fees
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7,000
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40,000
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13,500
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40,000
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||||||||||||
Salaries and benefits
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-
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30,000
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-
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90,553
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||||||||||||
Total operating expenses
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27,608
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74,913
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57,545
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138,230
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||||||||||||
Loss from continuing operations
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(18,556
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)
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(68,805
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)
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(26,443
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)
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(125,298
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)
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||||||||
Other Income (expense)
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||||||||||||||||
Change in value of derivative liability
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20,797
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-
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(22,203
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)
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-
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|||||||||||
Gain from renegotiation of debt
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220,010
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41,031
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1,272,123
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41,031
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||||||||||||
Interest expense
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(82,465
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)
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(9,156
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)
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(85,777
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)
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(27,468
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)
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||||||||
Total other income (expense)
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158,342
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31,875
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1,164,143
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13,563
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||||||||||||
Net income (loss) from continuing operations
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139,786
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(36,930
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)
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1,137,700
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(111,735
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)
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||||||||||
Income (loss) from discontinued operations
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37,209
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(6,680
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)
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(44,695
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)
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(37,513
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)
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|||||||||
Net income (loss)
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$
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176,995
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$
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(43,610
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)
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$
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1,093,005
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$
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(149,248
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)
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||||||
Net Income (loss) per share (basic and diluted)
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||||||||||||||||
Continuing operations
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-
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-
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-
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-
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||||||||||||
Discontinued operations
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-
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-
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-
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-
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||||||||||||
$
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-
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$
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-
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$
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-
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$
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-
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|||||||||
Weighted average shares outstanding
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||||||||||||||||
(basic and diluted)
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326,705,526
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326,705,526
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326,705,526
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326,705,526
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View Systems, Inc. and Subsidiaries
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||||||||
Consolidated Statements of Cash Flows (Unaudited)
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||||||||
For the Nine Months Ended
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||||||||
September 30,
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||||||||
2018
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2017
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Cash flows from operating activities:
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||||||||
Net income (loss)
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$
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1,093,005
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$
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(149,248
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)
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Loss from discontinued operations
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44,695
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37,513
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Adjustments to reconcile net loss to
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||||||||
Net cash used in operations:
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Depreciation and amortization
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600
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600
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Gain from renegotiation of debt
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(1,272,123
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)
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(41,031
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)
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Accretion of debt discount
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22,203
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-
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||||||
Change in value of derivative liability
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82,228
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-
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||||||
Change in operating assets and liabilities:
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||||||||
(Increase) decrease in cash from:
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||||||||
Accounts receivable
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-
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-
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||||||
Deposit
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-
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|||||||
Increase (decrease) in cash from:
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||||||||
Accounts payable
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3,013
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36,086
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||||||
Deferred compensation
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-
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85,765
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||||||
Accrued interest
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-
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22,500
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||||||
Payroll taxes accrued and withheld
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-
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4,967
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Deferred revenue
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(5,767
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)
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(2,658
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)
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Net cash used in operating activities- continuing operations
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(32,146
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)
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(5,506
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)
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Net cash used in operating activities- discontinued operations
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(41,846
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)
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(37,513
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)
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Net cash used in operating activities
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(73,992
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)
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(43,019
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)
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Cash flows from financing activities:
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Bank overdraft
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73
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Loans to/from stockholders
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(19,118
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)
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44,771
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|||||
Proceeds from notes payable
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93,000
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-
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Net cash provided by financing activities
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73,955
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44,771
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Increase (decrease) in cash
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(37
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)
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1,752
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Cash at beginning of period
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37
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94
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Cash at end of period
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$
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-
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$
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1,846
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View Systems, Inc. and Subsidiaries
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||||||||
Consolidated Statements of Cash Flows (Unaudited) (Continued)
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||||||||
For the Nine Months Ended
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September 30,
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||||||||
2018
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2017
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Non cash investing and financing activities:
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||||||||
Reduction in loans from shareholders by agreement
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$
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301,354
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$
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-
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||||
$
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-
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$
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-
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|||||
Cash paid for:
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||||||||
Interest
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$
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-
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$
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-
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Income taxes
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$
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-
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$
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-
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Weighted Avg | ||||||||||||
(Loss)
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Shares
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Per-share
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||||||||||
(Numerator)
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(Denominator)
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Amount
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||||||||||
Period ended September 30, 2018
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||||||||||||
Loss from operations which is the amount
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||||||||||||
that is available to common stockholders
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$
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1,093,005
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326,705,526
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$
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(0.00
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)
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|||||
Period ended September 30, 2017
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||||||||||||
Loss from operations which is the amount
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||||||||||||
that is available to common stockholders
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$
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(149,248
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)
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326,705,526
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$
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(0.00
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)
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|||||
2018
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2017
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|||||||
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
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50,000
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50,000
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Auctus Fund, LLC (see Note 13 re: derivative liability)
Convertible promissory note dated June 22, 2018 with interest at 12% per annum with a nine month maturity date. At any time prior to the complete satisfaction of the Note, the Note shall be convertible into shares of the Company's common stock
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40,000
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Auctus Fund, LLC (see Note 13 re: derivative liability)
Convertible promissory note dated January 12, 2018 with interest at 12% per annum with a nine month maturity date. At any time prior to the complete satisfaction of the Note, the Note shall be convertible into
shares of the Company's common stock.
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53,000 | - | ||||||
Discount on convertible note | (22,520 | ) | - | |||||
TOTAL
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$ |
120,480
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$ |
50,000
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||||
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Weighted
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Weighted Average
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Aggregate
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|||||||||||||
Number of | Average Exercise | Remaining | Intrinsic | |||||||||||||
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Options
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Price
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Contractual Life
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Value
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||||||||||||
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||||||||||||||||
Outstanding at December 31, 2017
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10,000,000
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$
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0.03
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50
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$
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-
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||||||||||
Granted
|
-
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-
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-
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-
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||||||||||||
Exercised
|
-
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-
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-
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-
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||||||||||||
Forfeited
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-
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-
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-
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-
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||||||||||||
Expired | (10,000,000 | ) | ||||||||||||||
Outstanding at September 30, 2018
|
-
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$
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0.00
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25
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$
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-
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||||||||||
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||||||||||||||||
Exercisable at September 30, 2018
|
-
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$
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0.00
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-
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$
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-
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Annual Dividend
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||||
Expected Life (in years)
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5.00
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Risk-Free Interest Rate
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0.78
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%
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Expected Volatility
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325.25
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%
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Beginning balance, January 1, 2018
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$
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-
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Additional issuance
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53,000
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|||
Exercised/converted
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-
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|||
Reclassification to equity
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-
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|||
Change in value of derivative liability
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79.870
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|||
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Fair value, September 30, 2018
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$
|
132,870
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Expected life
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9 months
|
|||
Stock price volatility
|
220
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%
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||
Annual risk-free interest rate
|
1.5
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%
|
||
Expected dividends
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None
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Description
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Fair Value Measurements at September 30, 2018 Using Fair Value Hierarchy
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|||||||||||||||
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Total
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Level 1
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Level 2
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Level 3
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||||||||||||
Derivative liability
|
$
|
96,000
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$
|
-
|
$
|
-
|
$
|
96,000
|
||||||||
Total
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$
|
96,0000
|
$
|
-
|
$
|
-
|
$
|
96,000
|
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||||||||
SUMMARY COMPARISON OF OPERATING RESULTS
*
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||||||||
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For Nine Months ended September 30,
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|||||||
|
2018
|
2017
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||||||
Revenues, net
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$
|
31,102
|
$
|
27,245
|
||||
Cost of sales
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-
|
14,313
|
||||||
Gross profit (loss)
|
31,102
|
12,932
|
||||||
Total operating expenses
|
57,545
|
138,230
|
||||||
Profit (Loss) from operations
|
(26,443
|
)
|
(125,298
|
)
|
||||
Total other income (expense)
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1,164,143
|
13,563
|
||||||
Loss from discontinued operations | (44,695 | ) | (37,513 | ) | ||||
Net income (loss)
|
1,093,005
|
(149,248
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)
|
|||||
Net income (loss) per share
|
$
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(0.00
|
)
|
$
|
(0.00
|
)
|
We are in default of a September 18, 2009 demand loan payable to an investor which was due December 17, 2009 in the amount of $50,000. Interest had accrued at 5% per month since December 17, 2009. The loan is secured by our accounts receivable. Effective July 1, 2012 the accrual of interest was halted by agreement with the lender. The lender has not demanded repayment.
We are in default of a convertible promissory note $53,000 dated January 12, 2018 with interest at 12% per annum with a nine-month maturity date. At any time prior to the complete satisfaction of the Note, the Note shall be convertible into shares of the Company's common stock.
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(1)
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pertain to the maintenance of records that in reasonable detail accurately and fairy reflect our transactions.
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(2)
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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
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(3)
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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on our financial statements.
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10.1
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View Systems, Inc. 2010 Equity Incentive Plan (Incorporated by reference to exhibit 10.1 to Form 10-Q filed May 14, 2010)
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10.2
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View Systems, Inc. 2010 Service Provider Stock Compensation Plan (Incorporated by reference to exhibit 10.4 to Form 10-Q filed August 19, 2010)
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10.3
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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)
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10.4
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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)
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10.3
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Purchase Agreement, dated June 1, 2012 (Incorporated by reference to exhibit 10.1 to Form 8-K, filed July 3, 2012)
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10.4
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Amendment to Purchase Agreement, dated June 28, 2012 (Incorporated by reference to exhibit 10.2 to Form 8-K, filed July 3, 2012)
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21.1
|
List of Subsidiaries
|
31.1
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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 *
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VIEW SYSTEMS, INC.
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Date: November 21, 2018
|
By:
|
/s/ Gunther Than
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Gunther Than
|
|
|
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Chief Executive Officer
(Principal executive officer, principal financial officer, and principal accounting officer)
|
|
1 Year View Systems (CE) Chart |
1 Month View Systems (CE) Chart |
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