PROSPECTUS
VIEW SYSTEMS, INC.
a Florida corporation
2,700,000
shares of common stock, par value $.001
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Trading Symbol
on the
NASDAQ Over-The-Counter This prospectus covers 2,700,000 shares
Bulletin Board is of our common stock for sale by certain
"VYST" selling stockholders of which 700,000
shares are owned by certain
stockholders, and 2,000,000 shares will
be acquired by warrant holders at an
exercise price of $.50 per share. We
will not receive any proceeds from the
sales of shares by the selling
stockholders; however, we will receive
The last reported sale price the proceeds from the exercise of the
for our common stock as of 2,000,000 warrants. The selling
July 25, 2001 was $.32. stockholders are identified in this
prospectus.
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Investing in the common stock involves a high degree
of risk. See "Risk Factors" beginning on
page 2.
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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.
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Prospectus dated August 13, 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......................................................................................11
Selling Stockholders.................................................................................11
Plan of Distribution.................................................................................12
Legal Proceedings....................................................................................13
Directors, Executive Officers, Promoters and Control Persons.........................................13
Security Ownership of Certain Beneficial Owners and Management.......................................15
Description of Securities............................................................................16
Disclosure of Commission Position on Indemnification For Act Liability...............................17
Description of Our Business..........................................................................18
Management's Discussion and Analysis or Plan of Operation............................................25
Description of Property..............................................................................30
Certain Relationships and Related Transactions.......................................................30
Market for Common Equity and Related Stockholder Matters.............................................31
Executive Compensation...............................................................................31
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure..............................................................................32
Available Information................................................................................33
Additional Information...............................................................................33
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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 absorbed ETMC's contract electronic component assembly
services into our operations.
We have executive offices at 925 West Kenyon Avenue, Suite 15, Englewood,
Colorado 80110 and engineering and production facilities at 1100 Wilso Drive,
Baltimore, Maryland 21223 and our telephone number is (410) 646-3000. 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 2,700,000 shares of common stock. The
2,700,000 shares of common stock include 700,000 shares owned by selling
stockholders and 2,000,000 shares to be acquired by other selling stockholders
upon the exercise of their warrants. After the offering we will have 17,725,620
shares outstanding.
There are 15,225,620 shares of common stock outstanding as of the date of
this prospectus. This excludes 107,690 shares of common stock subject to
outstanding employee stock options and 465,000 shares subject to outstanding
warrants, this excludes the 2,000,000 warrants underlying shares which are being
registered in this prospectus.
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.
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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 enhancements and upgrades
that we anticipate will be needed for PlateView and SecureView (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 that 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 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. Furthermore,
we no longer market ETMC's contract sales services, thus even with ETMC's
operations we cannot justify large quantity component orders.
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
$2,204,282 for the year ended December 31, 2000. We had operating losses of
$456,264 for the quarter ended March 31, 2000 and $282,740 for the quarter ended
March 31, 2001, or a loss of $.02 per share. 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. 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:
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o development of enhancements and upgrades to our existing SecureView
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. To implement fully our business plan and growth
strategy, we anticipate that we will require approximately $2,000,000 for the
remainder of fiscal year 2001, of whom $1,000,000 will be acquired if our
warrant holders that have shares registered in this prospectus exercise their
warrants. We anticipate that the remaining funds will be acquired through
revenue 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.
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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.
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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.
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. 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
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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 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. While we have experienced initial
success with our SecureView-4 system, we cannot offer any assurances that we
will continue to 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 and, at this time, we have no
product liability insurance.
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 do not carry product liability insurance. A product liability
judgment or settlement 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 in the event that we decide to purchase product liability insurance.
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Our efforts to expand into international markets may be unsuccessful.
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:
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
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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.
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, Ademco, 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.
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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.
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.
The warrants and options we have issued as well as our obligations under the
employment agreement of Gunther Than 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
July 27, 2001, we had issued options to purchase 107,692 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 2,465,000 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.
Further, under the employment agreement of Gunther Than, we are obligated
to issue to him 480,000 shares of common stock every year which amounts to 3.1%
of the company current outstanding stock. Mr. Than's employment agreement is
without a term but can be terminated by either party upon 60 day's notice.
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;
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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 additional 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 so 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 Securities Act.
Future sales of our common stock in the public market may depress our stock and
could limit our ability to raise capital.
The introduction of the shares offered under this prospectus into the
public market could depress the market price for our shares. In addition, we
have approximately 5,213,000 shares that are not registered, but could be sold
in limited amounts and with certain restrictions in the public market pursuant
to Rule 144 under the Securities Act. If the stockholders holding these shares
sell them 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 July 27, 2001, there were 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 over the past 12
months commencing June 1, 2000 was 89,275 shares. However, in the 120 days prior
to July 27, 2001, the actual trading volume ranged from a low of 2,800 shares of
common stock to a high of 911,600 shares of common stock. The average daily
trading volume for that time period was 124,706. 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 June 30, 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 $.47 per
share to a high of $.78 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,
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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 may
receive up to $1,000,000 in proceeds from the sale of warrants to purchase
2,000,000 shares at $.50 per share held by Mid-West First National, Inc. and
Pacific First National, Corp. 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.
SELLING STOCKHOLDERS
On July 20, 2001, Oxford Group, Inc. purchased 500,000 shares of our common
stock in a private placement at a price of $.30 per share or $150,000. We agreed
to register the shares in our next registration statement at our expense.
In November, 2000, we entered into a consulting agreement with John Clayton
in which we agreed to issue 200,000 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 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
took place after the a registration statement filed by us with the SEC on Form
SB-2 which included the shares became effective in March 2001. 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 underlying warrants to be acquired by each of the purchasers upon
exercise of such warrants.
None of the Selling Shareholders currently has or has in the past three
years had a material relationship with us. The table below lists all of the
above described Selling Stockholders.
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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
--------------------------- ------ ------- ---------- ------ -------
John Clayton 200,000 1.3% 200,000 0 0
Oxford Group, Inc. 500,000 3.3% 500,000 0 0
Mid-West First National, Inc. 1,000,000 6.2% 1,000,000 0 0
Pacific First National, Corp. 1,000,000 6.2% 1,000,000 0 0
------------------------------
(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 2,700,000 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:
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
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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.
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 Lesinak 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.
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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. Messrs. Lesniak and Bruggeman are not
executive officers.
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 Technology,
Inc., software developers. Mr. Than continues as President, CEO and director of
View Technology, 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 consultant 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 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.
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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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table lists as of July 27, 2001, the beneficial ownership of
our outstanding common stock by: our executive officer; each of our directors;
and executive officer and directors as a group. To our knowledge, except as
specified in the table below and in the following text, there is no person who
presently owns beneficially 5% or more of our outstanding common stock.
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 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. The persons named below 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.
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Name of Beneficial Owner Shares Percent
------------------------ ------ -------
Gunther Than 2,348,914 15.7
Martin J. Maassen 127,949 *
Michael Bagnoli 30,000 *
All Executive Officers and Directors as a Group 2,506,863 16.8
(3 persons)
---------------------------------------
* Indicates beneficial ownership of less than 1% of the outstanding shares of
our common stock.
In February, 2000 we sold 800,000 shares of common stock at a price of $.50
per share and issued warrans to purchase 2,500,000 additional shares at an
exercise price of $2.00 per share pursuant to an agreement with the Rubin
Investment Group ("Rubin"). Rubin agreed to perform various public relations and
stockholder services, arrange financings and otherwise assist in our sales and
operations. Rubin exercised warrants to purchase 265,000 shares leaving Rubin
with warrants to purchase 2,235,000 shares (the "Warrants"). At the same time,
the agreement with Rubin was modified granting to it the right to two demand
registrations on or prior to December 31, 2001. Rubin failed to perform any of
its obligations under the agreement and, as a result we cancelled all of the
warrants. If the Warrants had not been cancelled and were exercised, the
2,235,000 shares underlying such warrants would represent 12.8% of our issued
and outstanding shares of common stock as of July 27, 2001, Rubin filed a Form 4
and a Schedule 13D with the SEC in which it claimed a beneficial ownership
percentage of 15.4% (based on 14,781,620 shares outstanding reported in our S-8
POS filed July 5, 2001) of our common stock.
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 15,225,620 shares
of common stock issued and outstanding. An additional 107,690 shares of common
stock are subject to issuance upon the exercise of outstanding options and
2,465,000 shares of common stock, including 2,000,000 shares covered under this
prospectus, 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.
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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.
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.
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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 we have
absorbed and whose equipment 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, greater storage capacity at
a lower cost and advanced software techniques including facial and character
recognition abilities.
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, 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 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, our products include the following:
o ViewStorage 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 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 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;
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o FaceView which is a system for analyzing facial
characteristics to identify individuals and persons for access
control and tracking; and
o WebView 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. 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. According to the United States Department of Commerce, CCTV
is one of the hottest technologies in the Security Equipment Industry.
Business Strategy
We distribute our SecureView 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 through different channels. We plan to offer
WebView 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 have
-19-
absorbed ETMC's business line into our 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.
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
our products.
SecureView
SecureView is a line of digital CCTV recording and remote monitoring
systems. Our digital CCTV SecureView 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
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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 line of products include the following features:
o users can remotely monitor multiple locations from a remote PC;
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;
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
o allows the user to set the system to automatically review an area in
desired camera sequence.
ViewStorage
ViewStorage is currently in development and is expected to reach market
later in 2001. ViewStorage 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 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 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.
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PlateView
PlateView 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 was brought to market in the first quarter of
2000.
CareView
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 system as an
option for the care facility. Users of the CareView 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.
For nursing and hospice care facilities, the CareView 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 is a proprietary personal computer board or component
that we have designed. CareView requires our proprietary software capable for
use on the Internet. We have developed a prototype of CareView and have
successfully tested it at our Maryland facility.
WebView
We are developing WebView, 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 and have successfully 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.
-22-
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 events, concerts, and
conventions. 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 agencies are also frequently using robotic systems to
investigate and disarm explosive devices. The robotic systems are severely
limited in flexibility by the need to utilize CCTV systems with a VCR, which can
be overcome by the use of our digital technology.
Competition
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, 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.
-23-
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 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, CareView
and WebView.
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 18 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.
-24-
MANAGEMENT'S DISCUSSION AND
ANALYSIS OR 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 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 have provided contract manufacturing services since May,
1999, when we acquired ETMC. ETMC had provided such services for more than 15
years and had an established customer base. While we no longer market their
contract sales services, we have continued ETMC's contract manufacturing
business line, while increasing ETMC's manufacturing capacity to permit
production of our products.
Results Of Operations
Three Months Ended March 31, 2001 Compared With the Three Ended Months Ended
March 31, 2000
Revenue
For the three months ended March 31, 2001, revenues from sales of our
products increased $323,809 or 1,809% to $341,709 from $17,900 in the same
period last year, and revenues from sales of our services decreased $83,000 or
90% to $9,512 from $92,512 in the same period last year. Of the $351,221 in
total revenue during the three month period ended March 31, 2001, $341,709 or
97% was derived from sales of systems and $9,512 or 3% from sales of contract
manufacturing services. The ratio of security systems sales to contract
manufacturing is increasing.
Gross Profit
Gross profit on sales for the three months ended March 31, 2001, increased
$157,294 or 314% to $207,311 compared with $50,017 in same period last year.
Gross profit margin for the three months ended March 31, 2001, was 59% compared
with 45% in the same period last year. Because of low net sales we achieved in
the period last year ended March 31, 2000, we do not believe gross profit margin
comparisons are meaningful at this stage of our operations.
Operating Expenses
Operating expenses for the three months ended March 31, 2001, decreased to
$490,051, compared with $506,281 for the comparable period in 2000. The decrease
is principally due to decreased expenditures in R & D and increases in salaries
and professional fees.
As a result of the foregoing, net loss was $(282,740) for the three months
ended March 31, 2001, compared to a net loss of $(456,264) for the three months
ended March 31, 2000.
Costs and Expenses
Costs of Products and Services Sold. The cost of products and services
sold, was $143,910 for the three months ended March 31, 2001, and represented
41% of revenue for the period, compared to
-25-
$60,395 for the three months ended March 31, 2000 which represents 55% 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.
Research and Development Expense. We spent $0 on research and development
for the three months ended March 31, 2001, as compared with $63,765 in the same
period last year. We are working on introducing additional products to the
market in 2001. 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 $173,706 on salaries and benefits for the
three months ended March 31, 2001, as compared with $131,040 in the same period
last year. We have increased expenditure on salaries and fees for sales and
marketing personnel, including consultants, and we incurred $17,119 on sales and
promotional expenses for the three month period ended March 31, 2001, as
compared with $26,513 in the same period a year ago.
Net Operating Loss. We incurred approximately $(282,740) of net operating
loss carry forwards for the three-month period ended March 31, 2001, which may
be used to offset taxable income and income taxes in future years.
Year Ended December 31, 2000, Compared To Year Ended December 31, 1999
Revenue
In 1999, our revenues totaled $303,711 of which $65,954 were derived from
sales of security systems and $237,757 from sales of contract manufacturing and
test services. In 2000, our revenues totaled $661,789, or an increase of118%
over the prior year.
In 2000, we derived $319,376, or 48% of revenues from sales of security
systems and $342,413, or 52%, from sales of contract manufacturing and test
services. This represents a major change from the prior year in which 78% of
revenue derived from contract manufacturing and only 22% of revenue was derived
from sales of security systems. In the last quarter of 2000, only 32% of the
revenues were derived from contract manufacturing in the face of increasing
revenues.
-26-
Gross Profit And Operating Expenses
Gross profit on sales for the year ended December 31, 1999, was $45,333
compared to $225,479 for the year ended December 31, 2000, a fivefold increase.
Gross profit margin was 15% in 1999 and 34% in 2000.
Operating expenses for the year ended December 31, 1999, were $3,716,229,
compared with $2,429,761 in 2000. 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. As a result cash operating expenses in 1999 were only $1,569,229.
Approximately $345,000 of our operating expenses in 2000 were attributable to
the issuance of shares of our common stock as compensation resulting in cash
expenses of $2,084,761 for that year.
Net loss was $3,670,896 for 1999, or $.63 per share, compared to a net loss
of $2,204,282 or $.18 per share for the year 2000.
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 $436,310 in 2000 as compared to $258,378
in 1999, and represented 85% of revenue in 1999 and 66% of revenue in 2000, a
decrease of approximately 20%. As product sales in the future 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 and stabilize in the
mid 70% range. Our profit margins on sales of security systems exceeds our
profit margins on sales of services. We are currently working on engineering
changes in our security products that we expect will further 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. In 2000, we spent $794,166 for salaries and
professional fees. We incurred expenses associated with issuing shares of our
common stock to employees of $2,045,531 in 1999 and $344,802 in 2000. 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 our
early years of operation.
Research And Development Expense. We spent $210,143 in 1999 on research and
development and $132,300 in 2000. We expect to continue to fund new product
development in 2001 at or above the dollar levels expended in 2000.
Investor Relations Expenses. Investor relations expenses increased from
$212,086 in 1999 to $392,136 in 2000. Included in this expense category is the
issuance of shares of our common stock to Columbia Financial Group, LLC and
Magnum Financial in California in partial payment of their services in providing
investor relations support.
Professional Fees. Professional fees increased from to $317,100 in 1999 to
$359,131 in 2000. These fees include attorneys, accountants, and programming
contractors.
-27-
Write-Off Of Goodwill And Other Intangible Assets.
Following the consummation of the purchase of ETMC it 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 year 2000 was $342,413. In accordance with applicable accounting
requirements, we determined that 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, current period operating and cash
flow losses, and a forecast of continuing losses.
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 hereafter. 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 a
skilled employee force and a captive manufacturing resource that was used in the
original valuation of the combination. As a result of this analysis, we
determined the remaining value of the goodwill to be associated with the captive
manufacturing capabilities and skill set of ETMC to be more than half of the
value, and our related write-off of 40% of the goodwill is consistent with that
valuation.
Net Operating Loss
We have accumulated an aggregate of approximately $1.7 million of net
operating loss carry-forwards as of December 31, 2000, which may be offset
against taxable income in future years. The use of these losses to reduce income
taxes will depend on the generation of sufficient taxable income prior to their
expiration 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 2000.
LIQUIDITY AND CAPITAL RESOURCES
Since the start-up of our operations in 1998, we have funded our cash
requirements primarily through equity transactions. We received $6,987,259 since
inception through the issuance of our common 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 sales of equity to fund operating activities, including,
product development, sales and marketing, and to invest in the acquisition of
technology, assets and business. As of March 31, 2001, we had total assets of $
1,845,762, a decrease of approximately $42,000 over last year's $1,887,424 at
December 31, 2000. Total liabilities were $625,449, at March 31, 2001, resulting
in stockholders' equity of $1,220,313, a decrease of $57,740 from the December
31, 2000 balance of $1,278.053.
During the three months ended March 31, 2001, our cash decreased from
$265,245 at December 31, 2000, to $49,503 at March 31, 2001. Net cash used in
operating activities was $426,822 for the three months ended March 31, 2001,
including increases in accounts receivable of $202,074, increases in inventory
of $27,856, and increases in accounts payable of $49,045.
Net cash generated from financing activities during the three months ended
March 31, 2001 was $214,757, consisting of proceeds received from
-28-
sales of stock of $200,000, plus 29,757 advanced from stockholders, less
payments on $15,000 made on a promissory note to Columbia Bank with an
outstanding principal balance of $27,083 at March 31, 2001.
As a result of the foregoing, at March 31, 2001 we had negative working
capital of $95,660, including $357,091 in net trade accounts receivable and
$123,195 in inventory. We have provided and may continue to provide payment term
extensions to certain of our customers from time to time. As of March 31, 2001
we have not granted material payment term extensions.
Our inventory balance at March 31, 2001, was estimated to be $123,195. 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.
Under our outstanding employment and consulting agreements, we are
obligated to pay Mr. Than $96,000 per year, Mr. Lesniak $84,000 per year and Mr.
Bruggeman $85,000 in salary and fees during calendar year 2000. If we terminate
the employment of Mr. Than without cause or because of merger, acquisition or
change in control, we will be obligated to pay him approximately $350,000 in
severance payments over a three year period.
We believe that cash from operations and funds available will not be
sufficient to meet anticipated operating expenses, 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 2,000,000 shares of common stock for resale that can
be obtained from the exercise of warrants held by Mid-West First National, Inc.
and Pacific First National, Corp. If Mid-West First National, Inc. and Pacific
First National, Corp. exercise all of their warrants, we will receive $1,000,000
which we will use for working capital.
Plan Of Operation
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.
We intend to use the cash raised from the exercise of warrants held by the
Selling Stockholders to the following:
o bring our ViewStorage and PlateView products to market;
o continue our product development efforts;
o expand our sales, marketing and promotional activities for the
SecureView 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.
-29-
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 $3 million and $4
million to fully develop all of our products and launch our expanded business
operations in accordance with our current business plan.
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 6,000 square feet
of space used for engineering design and manufacturing in Baltimore, Maryland.
The lease term commenced on May 1, 2001 and ends on April 30, 2003. During the
term of the lease, the rent is $2,200 per month.
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 Technology, 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 Technology. We advanced monies from time to time during 1999 to View
Technology 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
agreement 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 likely that we will collect in the future any of
View Technology's indebtedness to us.
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 common
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 the 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.
See "Executive Compensation" for a description of options and warrants
issued to our directors and officers.
-30-
MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
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:
2001 High Low
---- ---
Quarter ended March 31, 2001 1.09 .47
Quarter ended June 30, 1999 .71 .41
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 September 30, 1999 5.00 2.25
Quarter ended December 31, 1999 6.35 2.00
As of July 27, 2001, we had 209 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 that we will pay cash dividends or make
distributions in the foreseeable future. We intend to retain and invest future
earnings to finance our operations.
EXECUTIVE COMPENSATION
No compensation was payable 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 $100,000 with the exemption of
Gunther Than, currently our only executive officer. The following table sets
forth certain information concerning compensation for the years ending December
31, 1999 and December 31, 2000.
Annual Compensation Long-Term Compensation
--------------------------------------- ----------------------------------------------------
Awards Payouts
------------------------- -------------------------
Securities
Under-
Other Restricted lying
Annual Stock Options/ LTIP All Other
Name and Salary Bonus Compensation Award(s) SARs Payouts Compensation
Principal Position ($) ($) ($) ($) (#) ($) ($)
----------------------------------------------------------------------------------------------------------------------------------
Gunther Than, 1999 $72,000 $337,500(1) -- 60,000(2) -- 0
President and CEO 2000 $96,000 $110,400(3) -- 0
(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
-31-
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.
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 per year 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
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,
-32-
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.
-33-
Index To Financial Statements
View Systems, Inc
Page No.
--------
Independent Auditors' Report F-1
Consolidated Balance Sheet at December 31, 2000 F-2
Consolidated Statements of Operations for the F-3
years ended December 31, 2000 and 1999
Consolidated Statements of Changes in Stockholders'
Equity for the years ended December 31, 2000 and 1999 F-4
Statements of Cash Flows for the
years ended December 31, 2000 and 1999 F-5
Notes to Consolidated Financial Statements F-7
Consolidated Balance Sheet at March 31, 2001 F-16
Consolidated Statements of Operations for the F-17
quarter ended March 31, 2000 and 1999
Consolidated Statements of Changes in Stockholders' Equity
for the quarter ended March 31, 2001 and 2000 F-18
Consolidated Statements of Cash Flows for the
quarter ended March 31, 2001 and 2000 F-19
Notes to Consolidated Financial Statements F-20
-34-
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 (the Company) as of December 3l, 2000 and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the years ended December 3l, 2000 and 1999. 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 auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit 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 accompanying consolidated balance sheet as of December
31, 2000 and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the years ended December 3l, 2000 and
1999 present fairly, in all material respects, the financial position of the
Company as of December 31, 2000 and the results of its operations and cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States.
Stegman & Company
Baltimore, Maryland
March 15, 2001
F - 1
VIEW SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2000
ASSETS
CURRENT ASSETS:
Cash $ 265,245
Accounts receivable (net of allowance for doubtful accounts of $10,000) 155,017
Inventory 95,339
----------
Total current assets 515,601
----------
PROPERTY AND EQUIPMENT:
Equipment 323,766
Leasehold improvements 20,261
Software tools 15,071
Vehicles 43,772
----------
402,870
Less accumulated depreciation 79,814
----------
Net value of property and equipment 323,056
----------
OTHER ASSETS:
Goodwill 894,383
Investments 28,000
Due from affiliated entities 105,552
Due from affiliate 20,000
Deposits 832
----------
Total other assets 1,048,767
----------
TOTAL ASSETS $1,887,424
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 401,247
Note payable - bank 42,083
Accrued interest 22,000
Notes payable - other 110,000
Due to stockholder 2,090
Payroll tax liabilities 31,951
----------
Total current liabilities 609,371
----------
STOCKHOLDERS' EQUITY:
Common stock - par value $.01, 50,000,000 shares authorized,
Issued and outstanding - 11,481,031 shares 11,481
Additional paid-in capital 7,364,502
Accumulated deficit (6,097,930)
----------
Total stockholders' equity 1,278,053
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,887,424
==========
See accompanying notes
F - 2
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
2000 1999
---- ----
REVENUE:
Sales of contract assembly services $ 319,376 $ 303,711
Sales of assembled electronic componets 342,413 -
----------- -----------
Total sales 661,789 303,711
Cost of goods sold 436,310 258,378
----------- -----------
GROSS PROFIT ON SALES 225,479 45,333
----------- -----------
OPERATING EXPENSES:
Advertising and promotion 20,931 23,256
Amortization 113,135 95,299
Bad debts 14,010 -
Business development expense 133,393 140,000
Contributions 10,347 2,500
Depreciation 44,765 29,856
Dues and subscriptions 2,573 3,379
Employee compensation and benefits 794,166 2,045,531
Impairment loss of goodwill and other intangible assets - 244,155
Insurance 21,088 17,038
Interest 23,338 51,262
Investor relations 392,136 212,086
Miscellaneous expenses 13,692 19,445
Office expenses 94,846 69,989
Professional fees 359,131 317,100
Rent 121,951 74,228
Repairs and maintenance 9,148 10,167
Research and development 132,300 210,143
Taxes (other than income) 5,249 3,201
Telephone 35,807 28,398
Travel 72,851 105,813
Utilities 14,904 13,383
----------- -----------
Total operating expenses 2,429,761 3,716,229
----------- -----------
NET LOSS FOR THE YEAR $(2,204,282) $(3,670,896)
=========== ===========
LOSS PER SHARE: $( 0.19) $( 0.63)
=========== ===========
Diluted $( 0.19) $( 0.63)
=========== ===========
See accompanying notes
F - 3
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 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 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 acquisitions) 150 562,350 - 562,500
Issuance of common stock
(ETMC acquisitions) 250 787,250 - 787,500
Issuance of common stock (debt
conversion) 370 403,838 - 404,208
Net loss for the year ended
December 31, 1999 - - (3,670,896) (3,670,896)
--------- ---------- ----------- -----------
Balances at December 31, 1999 7,167 5,334,342 (3,893,648) 1,447,861
Sales of common stock 2,843 1,448,097 - 1,450,940
Stock options exercised 88 894 - 982
Issuance of common stock (employee
and other compensation) 1,383 581,169 - 582,552
Net loss for the year ended
December 31, 2000 - - (2,204,282) (2,204,282)
--------- --------- ----------- -----------
Balances at December 31, 2000 $ 11,481 $7,364,502 $(6,097,930) $ 1,278,053
========= ========== =========== ===========
See accompanying notes
F - 4
VIEW SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
2000 1999
---------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,204,282) $( 3,670,896)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 157 ,900 125,155
Impairment loss of goodwill and other intangible assets - 244,155
Employee and other compensation paid through
the issuance of common stock 582,552 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 ( 61,739) ( 93,278)
Inventory 45,874 ( 141,213)
Other assets 6,175 ( 6,571)
Accounts payable 227,141 150,333
Accrued interest 11,000 11,000
Payroll taxes payable 12,788 19,163
------------- -------------
Net cash used by operating activities (1,222,591) ( 1,094,399)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment ( 67,479) ( 50,354)
Funds advanced to affiliated entities ( 14,562) ( 459,180)
Investment in MediaComm Broadcasting Systems, Inc. ( - ) ( 28,000)
------------- -------------
Net cash used in investing activities ( 82,041) ( 537,534)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans provided by stockholders 56,452 132,071
Repayment of note payable-bank ( 27,647) ( 5,270)
Proceeds from sales of stock 1,451,922 1,426,329
------------- -------------
Net cash provided by financing activities 1,480,727 1,553,130
------------- -------------
NET INCREASE( DECREASE) IN CASH 176,095 ( 78,803)
CASH AT BEGINNING OF YEAR 89,150 167,953
------------- -------------
CASH AT END OF YEAR $ 265,245 $ 89,150
============= =============
See accompanying notes
F - 5
VIEW SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
(Continued)
2000 1999
--------------- --------------
Schedule of noncash investing and financing transactions:
Common stock issued to effect purchase of
Eastern Tech Manufacturing, Inc. $ - $ 787,500
============ ==========
Debt issued to effect purchase of
Eastern Tech Manufacturing, Inc. $ - $ 148,184
============ ==========
Common stock issued for to effect purchase
of Xyros Systems, Inc. $ - $ 562,500
============ ==========
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 $ 12,338 $ 45,379
============ ===========
Income taxes $ - $ -
============ ===========
F - 6
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
1. NATURE OF OPERATIONS AND 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, were devoted primarily to raising
capital, developing the technology, promotion, and administrative functions. 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 accounting principles generally accepted in the
United States. 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.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements". SAB 101 summarizes certain of the SEC's views in applying
accounting principles generally accepted in the United States to revenue
recognition in financial statements. The Company adopted SAB 101 in the fourth
quarter of 2000. The adoption of SAB 101 had no impact on the Company's
financial condition or results of operations.
Inventories
-----------
Inventories are stated at the lower of cost or market. Cost is
determined by the last-in-first-out method (LIFO).
F - 7
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
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 December 31, 2000 and 1999 amounted to $44,765 and $29,856
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.
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 December 31, 2000 and 1999 were $20,931 and $23,256,
respectively.
F - 8
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
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, 2000 and
1999 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 for the years ended December 31, 2000 and 1999.
2. FINANCIAL CONDITION AND MANAGEMENT'S PLAN
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States, which
contemplates continuation of the Company as a going-concern. However, the
Company has sustained significant operating losses in the past two years. In
addition, the Company has used substantial amounts of working capital in its
operations. As of December 31, 2000 and for the year then ended, the Company had
an accumulated deficit of $6.1 million and a net loss of $2.2 million. Further,
as of December 31, 2000 current liabilities exceed current assets by $93,770.
There can be no assurance that the Company will be able to generate sufficient
revenues to achieve or sustain profitability in the future.
In view of these matters, realization of a major portion of the assets
in the accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the ability to meet it financing
requirements, and the success of its future operations. Management has
undertaken a vigorous effort to reduce both cost of sales and other operating
expenses. Additionally, the Company will be dependent upon the ability to raise
capital through equity offerings and the exercise of common stock options and
warrants. The Company anticipates that upon registration of shares in the
F - 9
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
second quarter of 2001 that 2,000,000 common stock warrants will be exercised at
a price of $.40 per share thereby raising $800,000. Management also anticipates
additional equity offerings and the exercise of additional common stock options
and warrants later in 2001. There can be no assurance that these equity
offerings will be successful. Management believes the actions presently being
taken to revise the Company's operating and financial requirements provide the
opportunity for the Company to continue as a going concern.
3. BUSINESS COMBINATIONS
On February 25, 1999, the Company acquired Xyros Systems Inc. of
Columbia, Maryland, a developer of computer based systems and equipment that
captures video and audio data and 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 was exchanged for 1,500 shares of the
Company's common stock. This acquisition was accounted for as a purchase.
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 shares of the Company. 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.
4. INVENTORY
Inventories at December 31, 2000 consisted of the following:
Work in process 43,835
Raw materials 51,504
---------
$ 95,339
==========
5. DUE FROM AFFILIATED ENTITY
The Company has advanced non-interest bearing funds of $105,552 as of
December 31, 2000 to a related corporation, View Technologies, Inc. which is
controlled by the Chief Executive Officer of the Company. There are no formal
repayment terms associated with this advance. The two companies enter into
various transactions throughout the year to provide working capital to one
another when necessary.
6. DUE FROM AFFILIATE
The Company has advanced non-interest bearing funds to its Chief
Executive Officer in the amount of $20,000 as of December 31, 2000. There are no
repayment terms associated with this advance.
F - 10
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
7. INVESTMENTS
The Company owns approximately 14% of the common stock of a privately
held entity known as MediaComm Broadcasting Systems, Inc., which is a
development stage company formed to generate revenue through internet retail
sales. 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.
8. 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, beginning at the acquisition date.
In relation to the business combination with Xyros accounted for under
the purchase method of accounting, the Company recorded goodwill in the amount
$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.
Software development costs of $47,146 relating to internal costs
associated with a software product that the Company will not market were also
written-off to expense during 1999.
9. NOTE PAYABLE - BANK
One of the Company's subsidiaries has a note payable with a bank having
an outstanding balance of $42,083 as of December 31, 2000. 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.
The Company is obligated to make monthly principal payments of $5,000.
10. NOTE PAYABLE - OTHERS
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
originally due December 31, 1999, but the Company has renegotiated the terms of
the loan to allow for repayment as cash flow permits.
F - 11
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
11. INCOME TAXES
The components of the net deferred tax asset and liability as of
December 31, 2000 are as follows:
Effect of net operating loss carryforward $ 2,090,000
Less valuation allowance $( 2,090,000)
------------
Net deferred tax asset (liability) $ -
============
12. STOCK-BASED COMPENSATION
During the years ended December 31, 2000 and 1999 the Company granted
restricted stock, incentive stock options, non- qualified stock options, and
warrants to employees, officers, independent consultants and investors.
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 2000 and 1999 the Company issued the following shares under
this Plan and additional shares at the direction of the Board of Directors:
2000 1999
----------------------------------- ------------------------------------
Number Expense Number Expense
of Shares Recognized of Shares Recognized
--------- ----------- --------- ----------------
Officers and employees 580,000 $ 266,927 1,100,000 $1,755,000
Consultants 803,000 156,125 369,000 392,333
------- --------- --------- ----------
1,383,000 $ 423,052 1,469,000 $2,147,333
========= ========= ========= ==========
The recognition of expense was based on the fair market value of the
common stock issued on the date of the grant.
Stock Options and Warrants
--------------------------
The Company adopted the 1999 Stock Option Plan during 1999. 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.
F - 12
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
A summary of the Company's stock option activity and related
information for the years ended December 31, 2000 and 1999 is as follows:
2000
--------------------------------------------------------
Common Weighted
Stock Average Range of
Options Exercise Price Exercise Prices
------- -------------- ---------------
Outstanding at beginning of year 504,860 $1.56 $0.01-$2.07
Granted - - -
Exercised (87,250) .01 .01
Expired/cancelled (309,920) 2.00 2.00
-------
Outstanding at end of year 107,690 $1.63 $0.01-$2.07
=======
1999
--------------------------------------------------------
Common Weighted
Stock Average Range of
Options Exercise Price Exercise Prices
------- -------------- ---------------
Outstanding at beginning of year - $ - $ -
Granted 504,860 l.56 0.01-2.07
Exercised - - -
Expired/cancelled
-------
Outstanding at end of year 504,860 $1.56 $0.01-$2.07
-------- =======
All options issued are immediately exercisable.
The Company has issued warrants to purchase the Company's common stock as follows:
2000
----------------------------------------------------------
Common Weighted
Stock Average Range of
Warrants Exercise Price Exercise Prices
-------- -------------- ---------------
Outstanding at beginning of year 454,000 $2.00 $2.00
Granted 3,200,000 1.85 .50 - 2.25
Exercised ( 665,000) .50 .50
Expired/cancelled - - -
---------
Outstanding at end of year 2,989,000 $1.97 1.25 - 2.25
=========
F - 13
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
1999
--------------------------------------------------------
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 - - - a
-------
Outstanding at end of year 454,000 $2.00 $2.00
=======
During January, 2001 the company cancelled 2,235,000 warrants with an
exercise price of $2.00 per share due to non-performance of the warrant holder.
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. The fair value of these equity awards was estimated at
the date of grant using a Black-Scholes 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 expected 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 share would have been changed to the pro
forma amounts for the year ended December 31, 1999 as follows:
Net income - as reported $ (3,670,896)
Net income - pro forma (3,937,524)
Net income per share - as reported $ (0.63)
Net income per share - pro forma (0.68)
There were no stock options granted during the year ended December 31,
2000.
13. RELATED PARTY TRANSACTIONS
During the year ended December 31, 1999 the Company redeemed 59,860
shares owed 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 for $117,719
F - 14
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
During the year ended December 31, 1999 the Company converted a note
payable and related accrued interest to a family member of the Chief Executive
Officer in the amount of $200,000 to 200,000 share of the Company's common
stock.
14. CONCENTRATION OF CREDIT RISK
The Company maintains a checking account in a commercial bank. Cash in
this checking account at times exceeded $100,000. The checking account is
insured by the Federal Deposit Insurance Corporation up to $100,000.
F - 15
VIEW SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET
ASSETS
March 31, December 31,
2001 2000
------------ -----------
(Unaudited)
CURRENT ASSETS:
Cash $ 49,503 $ 265,245
Accounts receivable (net) 357,091 155,017
Inventory 123,195 95,339
------------ -----------
Total current assets 529,789 515,601
------------ -----------
PROPERTY AND EQUIPMENT:
Equipment 386,286 382,609
Leasehold improvements 20,261 20,261
------------ -----------
406,547 402,870
Less accumulated depreciation 91,005 79,814
------------ -----------
Net value of property and equipment 315,542 323,056
------------ ------------
OTHER ASSETS:
Goodwill 866,099 894,383
Investments 28,000 28,000
Due from affiliated entity 105,552 105,552
Due from stockholders - 20,000
Deposits 780 832
------------ -----------
Total other assets 1,000,431 1,048,767
------------ -----------
TOTAL ASSETS $ 1,845,762 $ 1,887,424
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 450,292 $ 401,247
Note payable - bank 27,083 42,083
Notes payable 110,000 110,000
Accrued interest payable 24,750 22,000
Other accrued liabilities 1,477 31,951
Due to stockholder 11,847 2,090
------------ -----------
Total current liabilities 625,449 609,371
------------ ------------
STOCKHOLDERS' EQUITY:
Common stock - par value $0.001
50,000,000 shares authorized,
12,041,031 shares issued and outstanding 12,041 -
11,481,031 shares issued and outstanding - 11,481
Additional paid-in capital 7,588,942 7,364,502
Accumulated deficit (6,380,670) (6,097,930)
------------ -----------
Total stockholders' equity 1,220,313 1,278,053
------------ -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 1,845,762 $ 1,887,424
============ ===========
F - 16
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
March 31, March 31,
2001 2000
-------------- -----------
(Unaudited) (Unaudited)
REVENUE:
Sales of security systems $ 341,709 $ 17,900
Sales of assembled electronic components 9,512 92,512
----------- ---------
Total sales 351,221 110,412
Cost of goods sold 143,910 60,395
----------- ---------
GROSS PROFIT ON SALES 207,311 50,017
----------- ---------
OPERATING EXPENSES:
Advertising and promotion 577 10,418
Amortization 28,284 27,281
Depreciation 11,191 12,890
Dues and subscriptions 720 820
Insurance 7,503 2,633
Interest 5,756 6,190
Investor relations 33,084 33,865
Miscellaneous expense 7,380 1,699
Office expenses 26,277 36,216
Professional fees 114,331 96,378
Rent 40,006 27,985
Repairs and maintenance 3,441 4,493
Research and development - 63,765
Salaries and benefits 173,706 131,040
Sales promotions 17,119 26,513
Taxes - other 6,930 4,205
Travel 8,559 16,905
Utilities 5,187 2,985
----------- ---------
Total operating expenses 490,051 506,281
----------- ---------
NET LOSS FOR THE THREE MONTHS $( 282,740) $(456,264)
=========== =========
LOSS PER SHARE:
Basic $( 0.02) $( 0.06)
=========== =========
Diluted $( 0.02) $( 0.06)
=========== =========
F - 17
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD JANUARY 1, 2000 TO MARCH 31, 2001
Additional Total
Common Paid-In Accumulated Stockholders'
Stock Capital Deficit Equity
----------------------------- -------------------------------
Balances at January 1, 2000 $ 7,167 $ 5,334,342 $( 3,893,648) $ 1,447,861
Sale of common stock 857 509,918 - 510,775
Stock options exercised 85 845 - 930
Net loss for the three months
ended March 31, 2000 - - ( 456,264) ( 456,264)
--------- ---------- -------------- ----------
Balances at March 31, 2000 (Unaudited) 8,109 5,845,105 ( 4,349,912) 1,503,302
Sale of common stock 1,986 938,179 - 940,165
Stock options exercised 3 49 - 52
Issuance of common stock
(employee and other compensation) 1,383 581,169 - 582,552
Net loss for the period of April 1, 2000
to December 31, 2000 - - ( 1,748,018) (1,748,018)
--------- ---------- ------------ ----------
Balances at December 31, 2000 11,481 7,364,502 ( 6,097,930) 1,278,053
Sale of common stock 500 199,500 - 200,000
Issuance of common stock
for services 60 24,940 - 25,000
Net loss for the three months
ended March 31, 2001 - - ( 282,740) ( 282,740)
--------- ----------- ------------ ----------
Balances at March 31, 2001 (Unaudited) $ 12,041 $ 7,588,942 $( 6,380,670) $1,220,313
========= =========== ============ ==========
F - 18
VIEW SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
March 31, March 31,
2001 2000
-------------- ---------------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $( 282,740) $( 456,264)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 39,475 40,171
Stock issued for services 25,000 -
Changes in operating assets and liabilities:
Accounts receivable ( 202,074) 6,165
Inventory ( 27,856) ( 5,449)
Deposit 52 -
Accounts payable 49,045 ( 48,047)
Accrued interest 2,750 2,750
Other accrued liabilities ( 30,474) 15,904
----------- -----------
Net cash used in operating activities ( 426,822) ( 444,770)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment ( 3,677) ( 22,743)
Funds advanced to affiliated entities - 10,278
----------- ----------
Net cash used in investing activities ( 3,677) ( 12,465)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Funds advanced from (to) shareholders 29,757 ( 20,000)
Repayment of note payable - bank ( 15,000) ( 1,616)
Proceeds from sales of stock 200,000 511,705
----------- -----------
Net cash provided by financing activities 214,757 490,089
----------- -----------
NET DECREASE /(INCREASE) IN CASH ( 215,742) 32,854
CASH AT BEGINNING OF PERIOD 265,245 89,150
----------- -----------
CASH AT END OF PERIOD $ 49,503 $ 122,004
=========== ===========
F - 19
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
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 accounting principles generally accepted in the
United States. 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
F - 20
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
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 March 31, 2001 and 2000 amounted to $11,191 and $12,890
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.
Income Taxes
Deferred income taxes are recorded under the asset and liability method
whereby deferred tax assets and liabilities are recognized for the future tax
consequences, measured by enacted tax rates, attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss carryforwards. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period the rate change becomes effective. Valuation allowances are
recorded for deferred tax assets when it is more likely than not that such
deferred tax assets will not be realized.
Research and Development
Research and development costs are expensed as incurred. Equipment and
facilities acquired for research and development activities that have
alternative future uses are capitalized and charged to expense over the
estimated useful lives.
Advertising
Advertising costs are charged to operations as incurred.
Monetary Transactions
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.
F - 21
VIEW SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001
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 March 31, 2001 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 March 31, 2001.
2. FINANCIAL CONDITION
Since its inception, the Company has incurred significant losses and as
of March 31, 2001 had an accumulated deficit of $6.4 million. The Company
believes that it will incur operating losses for the foreseeable future. There
can be no assurance that the Company will be able to generate sufficient
revenues to achieve or sustain profitability in the future. However, the Company
believes that its current cash and cash equivalents, along with sales revenue
and anticipated equity infusions, will be sufficient to sustain operations
through March 31, 2002.
F - 22