VIEW SYSTEMS INC (Form: 10-Q/A, Received: 08/21/2009 17:17:08)

Revenue is considered earned when the product is shipped to the customer. The concealed weapons system and the digital video system each require installation and training. Training is a revenue source separate and apart from the sale of the product. In those cases revenue is recognized at the completion of the installation and training.

We have experienced a decrease in sales of our products which resulted in decreased revenues for the first quarter of 2009 compared to the first quarter of 2008. We believe the cause of that is the domestic and worldwide down turn of the economy although we received verbal indications of increased need from our international customers such as Pakistan, UAE and China. Those orders have been stalled and or cancelled, we do no know which at this time. We have inquiries for quotes from Turkey, Lebanon and Georgia. Management anticipates that increases in revenues will resume as these sales and marketing channels are developed. We continue to establish local sales and service offices in geographic areas where we have already completed sales.

Our backlog at March 31, 2009, was $300,000. We received cancelations for orders and indications that these orders would be re-established when the political climate stabilizes. The delay between the time of the purchase order and shipping of the product results in a delay of recognition of the revenue from the sale. This delay in recognition of revenues will continue as part of our results of operations.

In the first quarter of 2009 the prevailing trend of decreasing cost of goods sold reversed dramatically due to a decline in the security-related products ordered by government agencies. We believe that this trend is temporary and that our products will resume their popularity when government budgets have been reinstated.

Going forward our efforts and our attention are focused on future fiber (FIOS) data installation work and other opportunities in the video surveillance market.

LIQUIDITY AND CAPITAL RESOURCES

Annually our revenues from product sales have been increasing but are not sufficient to cover our operating expenses. We are continuing to push sales and control costs.

Historically, we have relied on revenues, debt financing and sales of our common stock to satisfy our cash requirements. For the quarter ended March 31, 2009, we received cash from revenues of $111,362, $0 from issuance of equity, and $60,890 from stockholder advances. For the quarter ended March 31, 2008, we received cash from revenues of $290,431, $196,765 of borrowings under a line of credit arrangement, $0 from issuance of equity and $11,600 from stockholder advances. We will also continue to rely on the issuance of our common stock to pay for services and to convert debt when cash is unavailable. Management anticipates that we will continue to issue shares for services in the short term.

Our net loss for the three months ended March 31, 2009, was $481,922, as compared with a net loss of $65,942 for the three months ended March 31, 2008. Our net loss was offset by adjustments which resulted in $182,726 net cash used by operating activities for the three months ended March 31, 2009, as compared with $3,167 net cash provided by operating activities for the three months ended March 31, 2008. Our net cash used in investing activities for the three months ended March 31, 2009 was $57,599, which was derived exclusively from purchases of equipment, as compared with $0 net cash used in investing activities for the three months ended March 31, 2008. For the three months ended March 31, 2009, we had $256,108 net cash provided by financing activities, as compared with $11,600 net cash provided by financing activities for the three months ended March 31, 2008. For the three months ended March 31, 2009, we had a net increase in cash of $15,783, resulting in $17,551 cash on hand, as compared with a net increase in cash of $14,767, resulting in $21,968 cash on hand for the three months ended March 31, 2008.

Management believes we will need to take the necessary steps to increase our authorized common stock during 2009. The Company intends to hold a meeting of shareholders as soon as practicable to consider, among, other things, an increase in the authorized common stock of the Company.

Management intends to finance our 2009 operations primarily with the revenue from product sales and any cash short falls will be addressed through equity or debt financing, if available. Management expects revenues will continue to increase but not to the point of profitability in the short term. We will need to continue to raise additional capital, both internally and externally, to cover cash shortfalls and to compete in our markets. At our current revenue levels management believes we will require an additional $1,200,000 during the next 12 months to satisfy our cash requirements of approximately $100,000 per month for operations. These operating costs include cost of sales, general and administrative expenses, salaries and benefits and professional fees related to contracting engineers. We have insufficient financing commitments in place to meet our expected cash requirements for 2009 and we cannot assure you that we will be able to obtain financing on favorable terms. If we cannot obtain financing to fund our operations in 2009, then we may be required to reduce our expenses and scale back our operations.

Commitments and Contingent Liabilities

The Company leased office and warehouse space in Baltimore, MD under a three-year non-cancelable operating lease, which expired October 2008. Base rent is $3,300 per month. We are leasing this property on a month to month basis.

Our total current liabilities increased to $1,694,445 at March 31, 2009, compared to $1,591,021 at March 31, 2008. Our current total liabilities at March 31, 2009 included accounts payable of $373,810, accrued expenses of $56,199, accrued interest of 144,672, accrued royalties of 243,750, loans from shareholders of $205,528 and notes payable of $670,486.

Our notes payable consist of the following:

We issued notes in the aggregate amount of $343,093 pursuant to a Subscription Agreement, dated December 23, 2005, with three accredited investors; Starr Consulting, Inc., Active Stealth, LLC, and KCS Referral Service LLC (the “Subscribers”). We agreed to sale and the Subscribers agreed to purchase convertible promissory notes and warrants. However, on January 6, 2006, the Subscribers consented to the removal of the warrants from the subscription agreement, with the understanding that the warrants would be reinstated after we increased our authorized common stock and the shares underlying the warrants would be registered at a later date. The Subscribers did not receive any other additional consideration for the removal of the warrants. The Subscribers agreed to purchase up to an aggregate of $500,000 of 8% promissory notes convertible into shares of our common stock at a per share conversion price of $0.10. The notes were originally to be due and payable by December 31, 2006. The Subscribers agreed to purchase the promissory notes over a 5 month period in $100,000 per month installments; however, the investment threshold was never achieved, so the conversion option of the notes was terminated and the loans became due on demand with interest at 8% per annum. As of the date of this report the investors have demanded repayment of these loans. The Company has taking steps to negotiate these defaults. In November of 2008 the holders agreed to accept shares of common stock as payment. The holders of these notes have received $100,008 in cash payments from the sale of stock received.

Unsecured convertible loans from two stockholders in the principal amount of $216,000. $100,000 of the loans was due in full on November 1, 2007 with interest at 7%. The holder of this note has demanded payment of $137,150.68 in cash and has chosen not to convert to equity. The holder of the second note of $116,000 has been receiving interest payments irregularly. The amount currently outstanding is $136,880.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates of particular significance in our financial statements include annual tests for impairment of our licenses. These estimates could likely be materially different if events beyond our control, such as changes in government regulations that affect the usefulness of our licenses or the introduction of new technologies that compete directly with our licensed technologies affect the value of our licenses.

We first determine the value of the license using a projected cash-flow analysis to determine the present value of cash flows. The test is done using assumptions as to various scenarios of increases and decreases in the revenue stream and applying a discount rate of 6%. If the value achieved under these various methods is less than the carrying value of the assets then it is considered that an impairment has occurred and the asset’s carrying value is adjusted to reflect the impairment.

Management also makes estimates on the useful life of our licenses based on the following criteria:

Whether other assets or group of assets are related to the useful life of the licenses,

Whether any legal, regulatory or contractual provisions will limit the use of the assets,

We evaluate the cost of maintaining the license,

We consider the possible effects of obsolescence, and

Whether there is maintenance or any other costs associated with the license.

Risk Factors, including Going Concern Opinion

You should carefully consider the risks, uncertainties and other factors identified below because they could materially and adversely affect our business, financial condition, operating results and prospects and could negatively affect the market price of our Common Stock. Also, you should be aware that the risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we do not yet know of, or that we currently believe are immaterial, may also impair our business operations and financial results. Our business, financial condition or results of operations could be harmed by any of these risks. The trading price of our Common Stock could decline due to any of these risks, and you may lose all or part of your investment.

In assessing these risks you should also refer to the information contained in or incorporated by reference to our most recently amended Form 10-K for the year ended December 31, 2008, including our financial statements and the related notes.

WE HAVE EXPERIENCED HISTORICAL LOSSES AND A SUBSTANTIAL ACCUMULATED DEFICIT. IF WE ARE UNABLE TO REVERSE THIS TREND, WE WILL LIKELY BE FORCED TO CEASE OPERATIONS.

We have incurred losses for the past two fiscal years which consists of a net loss of $173,539 for 2008 and had a net loss of $462,217 at the end of March 31, 2009. Our operating results for future periods will include significant expenses, including new product development expenses, potential marketing costs, professional fees and administrative expenses, and will be subject to numerous uncertainties. As a result, we are unable to predict whether we will achieve profitability in the future, or at all.

WE HAVE A WORKING CAPITAL DEFICIT AND SIGNIFICANT CAPITAL REQUIREMENTS. SINCE WE WILL CONTINUE TO INCUR LOSSES UNTIL WE ARE ABLE TO GENERATE SUFFICIENT REVENUES TO OFFSET OUR EXPENSES, INVESTORS MAY BE UNABLE TO SELL OUR SHARES AT A PROFIT OR AT ALL.

The Company has a net loss of $462,217 for the fiscal year quarter ending in March 31, 2009 and net cash used in operations of $182,726 for the fiscal quarter ending March 31, 2009. Because the Company has not yet achieved or acquired sufficient operating capital and given these financial results along with the Company's expected cash requirements in 2009, additional capital investment will be necessary to develop and sustain the Company's operations.

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS RAISED DOUBT OVER OUR CONTINUED EXISTENCE AS A GOING CONCERN.

We have incurred substantial operating and net losses, as well as negative operating cash flow and do not have financing commitments in place to meet expected cash requirements for the next twelve months.

Our net loss for the quarter ending March 31, 2009 was $462,217 and our net loss for the quarter ending March 31, 2008 was $45,288. Our retained deficit was $21,246,344 at March 31, 2009. We are unable to fund our day-to-day operations through revenues alone and management believes we will incur operating losses for the near future while we expand our sales channels. While we have expanded our product line and expect to establish new sales channels, we may be unable to increase revenues to the point that we attain and are able to maintain profitability. As a result we rely on private financing to cover cash shortfalls.

As a result, we continue to have significant working capital and stockholders' deficits including a substantial accumulated deficit at March 31, 2009. In recognition of such, our independent registered public accounting firm has included an explanatory paragraph in its report on our consolidated financial statements for the fiscal years ended December 31, 2008 and December 31, 2007 that expressed substantial doubt regarding our ability to continue as a going concern.

WE NEED ADDITIONAL EXTERNAL CAPITAL AND IF WE ARE UNABLE TO RAISE SUFFICIENT CAPITAL TO FUND OUR PLANS, WE MAY BE FORCED TO DELAY OR CEASE OPERATIONS.

Based on our current growth plan we believe we may require approximately $1,200,000 in additional financing within the next twelve months to develop our sales channels. Our success will depend upon our ability to access equity capital markets and borrow on terms that are financially advantageous to us. However, we may not be able to obtain additional funds on acceptable terms. If we fail to obtain funds on acceptable terms, then we might be forced to delay or abandon some or all of our business plans or may not have sufficient working capital to develop products, finance acquisitions, or pursue business opportunities. If we borrow funds, then we could be forced to use a large portion of our cash reserves, if any, to repay principal and interest on those loans. If we issue our securities for capital, then the interests of investors and stockholders will be diluted.

WE ARE CURRENTLY DEPENDENT ON THE EFFORTS OF RESELLERS FOR OUR CONTINUED GROWTH AND MUST EXPAND OUR SALES CHANNELS TO INCREASE OUR REVENUES AND FURTHER DEVELOP OUR BUSINESS PLANS.

We are in the process of developing and expanding our sales channels, but we expect overall sales to remain down as we develop these sales channels. We are actively recruiting additional resellers and dealers and have hired in-house sales personnel for regional and national sales. We must continue to find other methods of distribution to increase our sales. If we are unsuccessful in developing sales channels we may have to abandon our business plan.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY IN OUR MARKET BECAUSE WE HAVE A SMALL MARKET SHARE AND COMPETE WITH LARGE NATIONAL AND INTERNATIONAL COMPANIES.

We estimate that we have less than a 1% market share of the surveillance and weapons detection market. We compete with many companies that have greater brand name recognition and significantly greater financial, technical, marketing, and managerial resources. The position of these competitors in the market may prevent us from capturing more market share. We intend to remain competitive by increasing our existing business through marketing efforts, selectively acquiring complementary technologies or businesses and services, increasing our efficiency, and reducing costs.

WE MUST SUCCESSFULLY INTRODUCE NEW OR ENHANCED PRODUCTS AND MANAGE THE COSTS ASSOCIATED WITH PRODUCING SEVERAL PRODUCT LINES TO BE SUCCESSFUL.

Our future success depends on our ability to continue to improve our existing products and to develop new products using the latest technology that can satisfy customer needs. For example, our short term success will depend on the continued acceptance of the Visual First Responder and the ViewScan portal product line. We cannot be certain that we will be successful at producing multiple product lines and we may find that the cost of production of multiple product lines inhibits our ability to maintain or improve our gross profit margins. In addition, the failure of our products to gain or maintain market acceptance or our failure to successfully manage our cost of production could adversely affect our financial condition.

OUR DIRECTORS AND OFFICERS ARE ABLE TO EXERCISE SIGNIFICANT INFLUENCE OVER MATTERS REQUIRING STOCKHOLDER APPROVAL.

Currently, our directors and executive officers collectively hold approximately 48.9% of the voting power of our common and 100% of the preferred stock entitled to vote on any matter brought to a vote of the stockholders. Specifically, Gunther Than, our CEO, holds approximately 9.3% of the total voting power of our common stock and 100% of the voting power of our preferred stock as of the date of this report. Pursuant to Nevada law and our bylaws, the holders of a majority of our voting stock may authorize or take corporate action with only a notice provided to our stockholders. A stockholder vote may not be made available to our minority stockholders, and in any event, a stockholder vote would be controlled by the majority stockholders.

FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT WOULD LEAD TO LOSS OF INVESTOR CONFIDENCE IN OUR REPORTED FINANCIAL INFORMATION.

Pursuant to proposals related to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our Annual Report on Form 10-K for the fiscal year ending December 31, 2008, we will be required to furnish a report by our management on our internal control over financial reporting. If we cannot provide reliable financial reports or prevent fraud, then our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.

In order to achieve compliance with Section 404 of the Act within the prescribed period, we will need to engage in a process to document and evaluate our internal control over financial reporting, which will be both costly and challenging. In this regard, management will need to dedicate internal resources, engage outside consultants and adopt a detailed work plan.

During the course of our testing we may identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.

THERE IS NO SIGNIFICANT ACTIVE TRADING MARKET FOR OUR SHARES, AND IF AN ACTIVE TRADING MARKET DOES NOT DEVELOP, PURCHASERS OF OUR SHARES MAY BE UNABLE TO SELL THEM PUBLICLY.

There is no significant active trading market for our shares and we do not know if an active trading market will develop. An active market will not develop unless broker-dealers develop interest in trading our shares, and we may be unable to generate interest in our shares among broker-dealers until we generate meaningful revenues and profits from operations. Until that time occurs, if it does at all, purchasers of our shares may be unable to sell them publicly. In the absence of an active trading market:

Investors may have difficulty buying and selling our shares or obtaining market quotations;

Market visibility for our common stock may be limited; and

A lack of visibility for our common stock may depress the market price for our shares.

THE SUCCESS OF OUR BUSINESS DEPENDS UPON THE CONTINUING CONTRIBUTION OF OUR KEY PERSONNEL, INCLUDING MR. GUNTHER THAN, OUR CHIEF EXECUTIVE OFFICER, WHOSE KNOWLEDGE OF OUR BUSINESS WOULD BE DIFFICULT TO REPLACE IN THE EVENT WE LOSE HIS SERVICES.

Our operations are dependent on the efforts and relationships of Gunther Than and the senior management of our organization. We will likely be dependent on the senior management of our organization for the foreseeable future. If any of these individuals becomes unable to continue in their role, our business or prospects could be adversely affected. For example, the loss of Mr. Than could damage customer relations and could restrict our ability to raise additional working capital if and when needed. There can be no assurance that Mr. Than will continue in his present capacity for any particular period of time.

OUR COMMON STOCK IS CONSIDERED TO BE "PENNY STOCK."

Our common stock is considered to be a "penny stock" because it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Securities Exchange Act of 1934, as amended. These include but are not limited to, the following: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a "recognized" national exchange; (iii) it is not quoted on The NASDAQ Stock Market, or even if quoted, has a price less than $5.00 per share; or (iv) is issued by a company with net tangible assets less than $2.0 million, if in business more than a continuous three years, or with average revenues of less than $6.0 million for the past three years. The principal result or effect of being designated a "penny stock" is that securities broker-dealers cannot recommend the stock but must trade it on an unsolicited basis.

BROKER-DEALER REQUIREMENTS MAY AFFECT TRADING AND LIQUIDITY.

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be "penny stocks." Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

OUR COMMON STOCK MAY BE VOLATILE, WHICH SUBSTANTIALLY INCREASES THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE PRICE THAT YOU MAY PAY FOR THE SHARES.

Because of the limited trading market expected to develop for our common stock, and because of the possible price volatility, you may not be able to sell your shares of common stock when you desire to do so. The inability to sell your shares in a rapidly declining market may substantially increase your risk of loss because of such illiquidity and because the price for our common stock may suffer greater declines because of its price volatility.

The price of our common stock may be higher or lower than the price you may pay. Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to, the following:

variations in our quarterly operating results;

loss of a key relationship or failure to complete significant transactions;

additions or departures of key personnel; and

fluctuations in stock market price and volume.

Additionally, in recent years the stock market in general, and the over-the-counter markets in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance.

In the past, class action litigation often has been brought against companies following periods of volatility in the market price of those companies' common stock. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on your investment in our stock.

WE HAVE NOT PAID, AND DO NOT INTEND TO PAY, CASH DIVIDENDS IN THE FORESEEABLE FUTURE.

We have not paid any cash dividends on our common stock and do not intend to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Dividend payments in the future may also be limited by other loan agreements or covenants contained in other securities which we may issue. Any future determination to pay cash dividends will be at the discretion of our board of directors and depend on our financial condition, results of operations, capital and legal requirements and such other factors as our board of directors deems relevant.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer/Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2009. Based on such evaluation, we have concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Principal Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

View Systems, Inc.’s management is responsible for establishing and maintaining internal control over financial reporting for the Company. View Systems, Inc.’s internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting of the Company includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairy reflect the transactions of the company.

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorization of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.

All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error or circumvention through collusion of improper overriding of controls. Therefore, even those internal control systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

The management of View Systems, Inc. assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2009. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSD) in Internal-Control-Integrated Framework and implemented a process to monitor and assess both the design and operating effectiveness of the Company’s internal controls. Based on this assessment, management believes that as of March 31, 2009, the Company’s internal control over financial reporting was effective.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only Management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

Management of the Company has evaluated, with the participation of the Company’s Chief Executive Officer/Chief Financial Officer, changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the first quarter of 2009. In connection with such evaluation, there have been no changes to the Company’s internal control over financial reporting that occurred since the beginning of the Company’s first quarter of 2009 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We issued an aggregate of 13,536,000 shares of our unregistered common stock at purchase prices ranging from $0.0313 to $0.0625 per share during the reporting period, as follows:

On January 26, 2009, we issued a total of 2,900,000 shares of our common stock to Kelli Myers (550,000 shares), A.S. Austin Company, Inc. (750,000 shares), Marlin Molinaro (800,000 shares), and Redstone Communication (800,000 shares), all as payment against convertible debt at $0.0345 per share.

On February 2, 2009, we issued a total of 250,000 shares of our common stock to Ralph Sita (as payment against debt for accounting services), John Sarman (120,000 shares as payment against debt for professional services), Charlotte DeLoof (48,000 shares as payment against debt for salary), Alexander N. Than (47,500 shares as payment against debt for salary), Michael Woodford (150,000 shares as payment against debt for legal services), Orion Financial Group, LLC (360,000 shares as payment against debt for investor relations services), all at $0.0625 per share, and to Judith Downes (210,000 restricted shares in exchange for salary) at $0.313 per share.

On February 13, 2009, we issued a total of 7,000,500 shares of our common stock to Redstone Communication (750,000 restricted shares), Marlin Molinero (675,000 restricted shares), and Josh Norton (75,000 restricted shares), all as payment at $0.0313 per share for investor relations services; James Alford (250,000 restricted shares as payment for the acquisition of a truck), Gary Berg (200,000 restricted shares for professional services), Gunther Than (5,000,000 restricted shares for salary), all as payment at $0.0313 per share; and to William Jordan (50,500 shares for payment of a shareholder loan at $0.0625 per share).

On March 11, 2009, we issued 950,000 shares of common stock to Orion Financial Group, LLC as payment at $0.0625 per share against debt for investor relations services.

On March 19, 2009, we issued 500,000 shares of common stock to Ralph Sita as payment at $0.0625 per share against debt for accounting services.

On March 23, 2009, we issued 1,000,000 shares of common stock to Russell Weigel as payment at $0.0625 per share against debt for legal services.

All of such shares were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed as part of this Form 10-Q:

4.2*

Subscription Agreement between View Systems, Inc. and Starr Consulting, Inc., Active Stealth, LLC, and KCS Referral Service LLC, dated December 23, 2005

10.1**

View Systems, Inc. 1999 Stock Option Plan

10.2***

Employment agreement between View Systems, Inc. and Gunther Than, dated January 1, 2003

10.3

Subcontractor Agreement dated March 9, 2009 between MasTec North America, Inc. and View Systems, Inc.

31.1

Rule 13a-15(e)/15d-15(e) Certification by the Chief Executive Officer and Chief Financial Officer

32.1

Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incorporated by reference to exhibit 4.1 of Form 8-K, filed January 6, 2006.

Incorporated by reference to exhibit 10.16 to Form SB-2 filed January 11, 2000.

***

Incorporated by reference to exhibit 10.3 for Form 10-KSB, filed April 14, 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SUBCONTRACTOR AGREEMENT

AGREEMENT dated as of the Effective Date between the contractor MasTec North America, Inc. ("Contractor") and (“Subcontractor”).

WITNESSETH:

WHEREAS, Contractor is [ an end-to-end voice, video, data and energy infrastructure solution provider; and

WHEREAS Subcontractor is engaged in the business of Verizon Broadband Installation ; and

WHEREAS, Subcontractor has expertise in MDU Installation and represents that it is experienced and is fully qualified to supervise and undertake the duties hereinafter set forth in this Agreement; and

WHEREAS, Contractor desires to engage Subcontractor and Subcontractor desires to be so engaged upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other valuable consideration acknowledged by each of the parties to be satisfactory and adequate, the parties covenant and agree as follows:

In consideration of the mutual covenants and promises contained in this Agreement, Contractor and Subcontractor agree as follows:

Scope of Work .

Subcontractor will perform the scope of work (“Scope of Work”) as Contractor’s subcontractor in support of Contractor’s contract with its customer (“Primary Contract”) at the Primary Contract Location, all as described on Schedule 1. Subcontractor will perform the Work in accordance with the terms of this Agreement which shall include the supply of all labor, tools, equipment, vehicles, fuel and other materials and will provide all transportation, storage and other facilities necessary to perform the work properly. Subcontractor also will perform work in the accordance with the Primary Contract, the terms of which are incorporated into this Agreement by reference to the extent not inconsistent with the terms of this Agreement. In the event of any inconsistency between this Agreement and Primary Contract, the terms of this Agreement will govern.

Page 1 of 16

__________________________

SUBCONTRACTOR INITIALS

Subcontractor’s Warranty .

Subcontractor shall perform the work in a first class, workmanlike manner in strict accordance with the requirements of the Primary Contract. Subcontractor will exercise the same degree of care, skill and diligence in the performance of the Work as is ordinarily exercised by other subcontractors in the industry, but in any event not less than is required of Contractor under the Primary Contract. Subcontractor warrants (a) that the Work complies with all diagrams, drawings, plans, specifications and other documentation, information or requirements regarding the Work under the Primary Contract (“Specifications”) and that it is free of all deficiencies and defects in workmanship, and (b) that all materials or equipment supplied by Subcontractor comply with all Specifications and are new and fit for their intended purposes, unless otherwise described in the Specifications. Neither issuance of a final certificate of occupancy, as applicable, nor payment, nor inspections of the work by Contractor or Owner, shall relieve Subcontractor of its responsibilities under this Agreement. Subcontractor warrants the Work performed by Subcontractor to Contractor and Owner to the same extent as Contractor warrants the same Work to Owner under the Primary Contract. Subcontractor will immediately repair or replace any defective Work or materials or equipment that in Contractor’s or Owner’s judgment is defective or deficient or does not meet the Specifications, or that Subcontractor damages or destroys in carrying out its obligations under this Agreement, without any additional compensation. All Work will be performed to the satisfaction of Contractor and Owner, whose determination will be final and binding on Subcontractor. Subcontractor will cooperate and coordinate with all other contractors, subcontractors, and suppliers so as not to delay or hinder the performance of their work under the Primary Contract.

Schedule of Work .

The schedule for completion of the work is set forth in Schedule I to this Agreement. Contractor will provide Subcontractor, from time to time, with a schedule for completion of all or a portion of the Work, which schedule may be revised as the Work progresses without additional compensation to Subcontractor and which revised schedule shall become a part of this Agreement. Contractor may at any time require Subcontractor to alter the schedule with respect to the order of completion of particular segments of the Work, or to stop work altogether or to suspend performance of this Agreement, or to recommence work, without additional compensation or any extension of the schedule for completion. Timely completion of the Work in accordance with the schedule for completion is of the essence of this Agreement, and failure to comply with the schedule will be grounds for (a) reduction of any compensation payable to Subcontractor under this Agreement, (b) immediate termination of this Agreement by Contractor, without prejudice to Contractor’s remedies under this Agreement or under law or (c) any other remedies provided for under paragraph 18 of this Agreement or as provided for under applicable law. The hours of Work and the days upon which Subcontractor will perform the Work will be solely within the discretion of Subcontractor, consistent with the schedule of Work, this Agreement

Page 2 of 16

__________________________

SUBCONTRACTOR INITIALS

and the Primary Contract. Subcontractor shall accelerate work, work overtime and take whatever actions become necessary to ensure that the work is performed within the Schedule for completion at no additional cost to Contractor. Subcontractor will provide Contractor with such reports and other evidence of the progress of the Work as Contractor will reasonably request. Contractor may inspect the Work at all reasonable times without notice to Subcontractor.

Change Orders .

Contractor may direct Subcontractor, in writing, to make changes to the Work. Adjustments, if any, in the contract price or the schedule of Work resulting from such changes will be set forth in a written Subcontract Change Order, in compliance with the Primary Contract. All Change Orders must be approved in writing by an authorized officer of Contractor and Owner in order for Subcontractor to receive compensation for the work performed and said change orders must provide specific standards for compensation due to Subcontractor under the change order, such as applicable unit prices. Under no circumstances may additional compensation be due Subcontractor unless such compensation is obtainable under the Primary Contract. Subcontractor may not suspend the performance of this Agreement pending review and approval of any Change Order or for any other reason. Subcontractor shall receive no additional compensation due to unknown and/or concealed physical conditions. Subcontractor shall receive no additional compensation due to deficiencies in the project specifications, unless such conditions could not have been discovered by a diligent review of the same by Subcontractor prior to the execution of the Agreement.

Contractor’s Intellectual Property .

All Specifications and all other materials, documentation or information regarding the Work, the Primary Contract, the Owner or the Contractor supplied to or obtained by Subcontractor from Contractor or its representatives, or that Subcontractor prepares or creates or causes to prepare or create specifically related to the Work (collectively, the “Information”), are the sole property of Contractor, and Subcontractor may use the Information solely for purposes of completing the Work in accordance with the terms of this Agreement. Subcontractor will execute and deliver any documentation necessary or desirable to vest indefeasibly title to such Information in Contractor. The Information will be considered confidential, and Subcontractor may not release or disclose the Information to any person or entity without Contractor’s prior written consent. If Subcontractor is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or, in the opinion of counsel for Subcontractor) to disclose any of the Information, Subcontractor shall promptly notify Contractor of such request or requirement prior to disclosure so that Contractor may seek the appropriate protective order or waive compliance with the term of this Agreement requiring Contractor’s written consent. Subcontractor may not use, and acquires no interest of any kind in, Contractor’s or Owner’s name, trademarks, or other intellectual property of any kind, except as specifically permitted in writing.

Page 3 of 16

__________________________

SUBCONTRACTOR INITIALS

Subcontractor acknowledges that a breach or threatened breach of this provision would result in irreparable injury to Contractor for which money damages would not be sufficient and agrees that Contractor shall be entitled to seek immediate injunctive or other equitable relief to remedy or forestall a breach or threatened breach. Such remedy shall not be exclusive, but shall be in addition to all others available at law or in equity.

Permits, Licenses or other Authorizations .

Subcontractor will be responsible for any permits, licenses or other authorizations necessary for Subcontractor to perform the Work, copies of which will be provided to Contractor no later than five (5) days after execution of this Agreement. To the extent required of Contractor under the Primary Contract for the Scope of Work under this Agreement, Subcontractor will be responsible for obtaining other permits, licenses and authorizations for the project specified in the Primary Contract. Subcontractor will comply with the requirements of all such permits, licenses and authorizations. In addition to the requirements of paragraph 16 below, Subcontractor will indemnify, defend and hold Contractor and Owner harmless from any and all fines, penalties, and forfeitures, whether civil or criminal, arising from Subcontractor’s non-compliance with this paragraph.

Subcontractor’s Performance Costs/Protection of Assets . Subcontractor at its expense will supply all labor, tools, equipment, vehicles, fuel and other materials and will provide all transportation, storage and other facilities necessary to perform the Work properly, other than as specified in the Primary Contract or the Specifications. Any materials supplied by Subcontractor must meet the standards established by Contractor or Owner under the Primary Contract. Subcontractor will be responsible for the condition and safekeeping of any tools, equipment, vehicles, materials or other tangible assets (collectively, the “Assets”) provided by Subcontractor or provided to Subcontractor by Contractor, Owner or another subcontractor in connection with the Work, and will return such Assets to their rightful owner (to the extent not used in completing the Work) upon completion of the Work. Subcontractor will maintain the Assets used in connection with the Work in good operating condition, repair, and appearance, and protect the same from deterioration, other than normal wear and tear, and will use the Assets in the regular course of business only within its normal capacity, without abuse, and in a manner contemplated and recommended by the manufacturer. Any Assets that are loaned or rented to Subcontractor, will be the sole responsibility of Subcontractor, who will be responsible for adequately insuring said Assets in accordance with the requirements of this Agreement.

Subcontractor’s Compliance with Laws .

Subcontractor and its employees and agents will observe all safety, nondiscrimination, equal employment, drug and alcohol, business ethics and other rules and policies of Contractor and Owner and all

Page 4 of 16

__________________________

SUBCONTRACTOR INITIALS

applicable laws, rules and regulations of any governmental authority in performing the Work, including without limitation those requiring the maintenance of Internal Revenue Service (IRS) I-9 employment tax records and those relating to safety and health, the environment, and labor and employment, Social Security and Medicare (FICA), Federal Income Tax Liability, Federal Unemployment Taxes (FUTA), state and local income taxes, State Unemployment Insurance (SUI), wage and tax reports, state disability, Employee Retirement Income Security Act (ERISA) and Workers Compensation (collectively, “Requirements”). Subcontractor will conduct drug or alcohol testing and will conduct background checks on Subcontractor’s employees. Subcontractor acknowledges and agrees to fully comply with the provisions of Federal Labor Provisions (PR 1273), Notice of Affirmative Action (Executive Order 11246) (43 FR 14895) and Standard Federal EEO Specifications (Executive Order 11246) (43 FR 14895), to the extent applicable. Contractor or Owner will have the right to audit Subcontractor’s compliance with the Requirements and the other requirements of this Agreement and the Primary Contract at any time, and Subcontractor will provide any documentation requested by Contractor or Owner and will otherwise cooperate in the conduct of such audits. Contractor may direct Subcontractor to stop all Work until Contractor has determined that Subcontractor is in compliance with the Requirements.

In addition to the above, Subcontractor agrees that it will comply with the Primary Contract, Immigration Law Compliance Program. More specifically, Subcontractor agrees that each and every of its employees, and its subcontractor’s employees, performing work under this Agreement will be subject to the Compliance Plan described in the P rimary C ontract which requires every such employee to provide to Contractor and its Auditor (as defined in the P rimary C ontract) the employee’s Form I-9 and copies of employment eligibility and identity documentation supporting such Form I-9. Subcontractor agrees that no employee of Subcontractor, or its subcontractor’s employees, may perform any work under this Agreement until such time as a Compliance Certification (as defined in the primary contract) has been obtained for such employee. Throughout the term of this Agreement, Subcontractor shall have a continuing obligation to ensure that all of its employees and it subcontractor’s employees performing work under this Agreement have a Compliance Certification on file with Contractor. Subcontractor further agrees that it will require all of its employees, and its subcontractor’s employees, who perform work under this agreement to execute a written release acknowledging that such employee’s Form I-9 and supporting documentation will be provided to Contractor, its Auditor and/or the Owner. Finally, Subcontractor understands that it will not be paid for any work performed by any of its employees, or its subcontractor’s employees, for whom Contractor has not obtained a Compliance Certification.

Independent Contractor Status .

Subcontractor is engaged as an independent contractor and is not an agent or employee of Contractor. Subcontractor

Page 5 of 16

__________________________

SUBCONTRACTOR INITIALS

acknowledges that Contractor may engage other subcontractors or agents to carry out a portion of the Work or other work related thereto. Subcontractor further acknowledges that it may not contract with the Owner to provide the same or similar services as provided in this Agreement during the term of this Agreement, including any applicable warranty periods. Subcontractor may not delegate or further subcontract any of the Work without the prior written consent of Contractor. Subcontractor has full control and supervision of the performance of the Work. Contractor or Owner may deny access to the Work site to any employee or other agent of Subcontractor who is not in compliance with the requirements of this Agreement, the Primary Contract, or the Requirements. Subcontractor is responsible for scheduling Subcontractor’s personnel, subject to the Contractor’s schedule of completion and other requirements. Subcontractor is solely responsible for payment of all compensation and benefits to its employees and others engaged by it to perform the Work and for all workers' compensation, unemployment compensation, health, life and disability insurance, social security and income tax withholding, and all other federal, state and local withholding taxes or other taxes, withholdings and payments due on account of such compensation. Contractor or Owner may require Subcontractor to submit payroll records to Contractor. During the term of this Agreement and for two (2) years after its expiration or termination, inclusive of any applicable warranty periods, Subcontractor will not solicit, attempt to solicit or contract with or provide services directly or indirectly (either as an employee, officer, director, partner, shareholder, consultant, or independent contractor) to those customers of Contractor with whom Contractor has contracted, for the purposes of providing or offering to provide the same and/or similar services or products.

10.

Inspection of Work site, Primary Contract and Specifications .

Subcontractor acknowledges that it has (a) visited the site(s) where the Work is to be performed and visually inspected and is familiar with the general and local conditions which could affect the Work, and (b) reviewed the terms and conditions of the Primary Contract, including the Specifications. Subcontractor assumes the risk of all man made and natural conditions of the site(s) where the Work is to be performed. Neither Contractor nor Owner guarantees the accuracy of the Specifications, any information concerning the work site(s) or other conditions applicable to the Work.

11.

Subcontractor’s Waste/Debris Removal Obligations .

Subcontractor will remove at its expense any trash, debris and surplus materials left over or resulting from the performance of the Work. Subcontractor is responsible for any damage to property caused directly or indirectly by Subcontractor or its agents or representatives, including approved subcontractors.

12.

Payment Terms .

Upon final acceptance of the Work by Contractor and Owner and contingent upon Subcontractor’s delivery to Contractor of complete releases of lien and evidence that Subcontractor has paid its subcontractors and/or materialmen

Page 6 of 16

__________________________

SUBCONTRACTOR INITIALS

as more fully set forth herein, Contractor will pay Subcontractor for the Work in conformity with prices contained in Schedule 1, which prices shall be linked directly to a standard (e.g. schedule of values or unit prices); provided that, all payments to Subcontractor by Contractor are expressly contingent upon and subject to receipt of payment for the Work by Contractor from Owner, even if (a) Contractor has posted a payment bond with Owner or (b) the Primary Contract is on a “cost plus” or other reimbursement basis requiring the Contractor to pay subcontractors prior to being reimbursed by Owner or (c) the Primary Contract otherwise requires or guarantees payment by Contractor to Subcontractor. Notwithstanding the provision by Contractor of a payment or other bond, letter of credit or other security securing or guaranteeing payment to Subcontractor, including any such provision in the Primary Contract, Subcontractor will not make any claim against such bond or letter of credit or other security or avail itself of any such provision in the Primary Contract unless and until Owner has paid Contractor in full for the Work performed by Subcontractor. Subcontractor will cooperate fully with Contractor in supplying any documentation required by Owner to release payments to Contractor, including receipts and releases of lien. Contractor may retain from any payments due to Subcontractor the same percentage that is retained by Owner from payments to Contractor under the Primary Contract or a greater percentage and for a different time period than is set forth in the Primary Contract. In connection with any payment, Subcontractor will provide a complete and current list of all Subcontractor’s subcontracts and purchase orders, the price of each subcontract and purchase order, the date of the most recent invoice on each, the date of the most recent payment on each, the current amount due and owing on each subcontract and purchase order and a general release and waiver of all liens from all subcontractors and suppliers. Any payment will constitute full and complete payment for all Work performed by Subcontractor and identified in Subcontractor’s invoice, but will not constitute acceptance of any defective work or materials. Contractor will not be obligated to pay for any work or materials not included in the description of the Work or any properly authorized Change Order.

12.1

Right to Set Off. Contractor may offset against amounts due to Subcontractor under this Agreement or withhold from Subcontractor any amounts determined by Contractor to be due from Subcontractor under this Agreement, the Primary Contract or otherwise for, including but not limited to, (a) defective work not remedied, (b) claims filed or reasonable evidence indicating the likely filing of mechanics' liens against the premises or buildings, or against the funds for construction of the improvement, (c) failure of Subcontractor to make payments properly to materialmen and laborers, and (d) a reasonable doubt that the Agreement cannot be completed for the balance then unpaid.
Contractor may make direct or joint check payments to the Subcontractor and the Subcontractor’s suppliers and/or subcontractors. Contractor’s periodic payment to Subcontractor neither constitutes nor implies approval or acceptance of the Work.

Page 7 of 16

__________________________

SUBCONTRACTOR INITIALS

13.

Subcontractor’s Covenant to Pay its Debts .

Subcontractor warrants that it has sufficient funds and credit to pay currently all bills incurred in the performance of the Work without the necessity of resorting to earnings for work performed hereunder, and agrees that failure to pay such bills will be a breach of this Agreement for which Contractor may terminate this Agreement or may, but is not required to, withhold all sums otherwise payable under this Agreement for past and future earnings until Subcontractor presents satisfactory evidence of payment, and in case any such bill or claim is disputed by Subcontractor, Contractor may, for the purposes of this Agreement consider the same to be valid until discharged and released or until satisfactory security is given for Contractor’s indemnification. At Contractor’s option, Contractor may, but will not be required to, pay any such bill or claim and recover the same from Subcontractor or any surety or deduct the same from any payments (progress or retainage) otherwise due hereunder. Any and all payments made in good faith in the belief that Subcontractor is liable, whether liable or not, will be conclusive of Contractor’s right to reimbursement, and a sworn itemized statement thereof or the checks or other evidence of payment will be conclusive evidence of the fact and extent of Subcontractor’s liability to Contractor.

14.

Waiver of Right to File Liens .

Subcontractor waives any rights that it may have under applicable law, the Primary Contract or any other agreement or requirement to file mechanic’s, materialman's or other liens or encumbrances of any kind against Contractor or Owner, or against the Work or the project covered by this Agreement or the Primary Contract, and will promptly discharge any such liens or encumbrances filed by any of Subcontractor’s employees, agents or independent contractors, if any. At Contractor's request, Subcontractor will provide (a) a release in a form acceptable to Contractor of any mechanic’s or materialman’s or other liens or encumbrances in connection with the Work, and (b) an affidavit disclosing the identity and address of all persons or entities that have supplied materials or labor in connection with the Work and releases in a form acceptable to Contractor from any of such persons or entities. Contractor will have the right to make payments directly to such persons and entities. In addition to the requirements of paragraph 12, final payment to Subcontractor is contingent upon Subcontractor delivering the releases and affidavits contemplated by this paragraph.

15.

Insurance Requirements .

Subcontractor will provide and maintain at its own expense the minimum insurance coverages set forth on Schedule 2 with such insurance companies and in such form as will be satisfactory to Contractor and Owner. Umbrella insurance coverage shall be an acceptable alternative to any insurance coverage that is less than what Schedule 2 requires. If required by the Primary Contract, Subcontractor will provide such additional insurance coverages as is required by Owner under the Primary Contract. All insurance required under this Agreement

Page 8 of 16

__________________________

SUBCONTRACTOR INITIALS

must be on an “occurrence” basis and not on a “claims made” basis. Subcontractor, prior to commencement of any Work, will provide Contractor with ACCORD certificates of insurance and insurance policy endorsements evidencing the coverages required by this Agreement in a form acceptable to Contractor, which certificates and endorsements will also provide that (a) Contractor is named as an additional insured under the insurance policies required by this Agreement, and (b) the insurance carrier must provide thirty (30) days prior written notice to Contractor of any cancellation of or material modification of such insurance policies. The maintenance of the insurance required by this Agreement will not relieve Subcontractor of any liability to Contractor under this Agreement or otherwise. The required insurance certificates and endorsements must be furnished to Contractor no later than five (5) days after execution of this Agreement at the address set forth on the first page of Schedule 1 and to:

Legal Department

MasTec North America, Inc

800 Douglas Road, 12 ^th Floor

Coral Gables, FL 33134

Facsimile: 305-406-1907

In addition to the foregoing insurance, Contractor may require Subcontractor to obtain at Subcontractor’s expense a performance or payment bond in such amount and form and with such bonding companies as Contractor may determine. Any such bonding requirement will be specified in Schedule 2. In the alternative, Contractor may require Subcontractor to pay a pro-rata portion of the premium on any bond required of Contractor by Owner under the Primary Contract.

15.1

Subcontractor shall have a continuing obligation to keep the lists of any personnel used to perform any of the Work that are employed by leasing companies current and shall ensure that leasing companies employing such personnel maintain the workers compensation and other insurance coverages required by this Agreement. Subcontractor’s failure to comply with this part shall constitute a material breach of this Agreement. Subcontractor shall indemnify and hold Contractor harmless from its failure to comply with this requirement.

16.

Indemnification .

a) Subcontractor agrees to indemnify and hold harmless Contractor and its directors, officers, employees and agents (collectively the “Indemnitees”) and each of them from and against any loss, costs, damages, claims, expenses (including attorneys’ fees) or liabilities, causes of action, lawsuits, penalties, or demands (collectively referred to as “Liabilities”) by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or nonperformance of the Work

Page 9 of 16

__________________________

SUBCONTRACTOR INITIALS

contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default, negligence (whether active or passive) of Subcontractor or its employees, agents or subcontractors, regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent, or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or any them or (ii) the failure of Subcontractor or its employees, agents, or subcontractors to comply with any of the Articles herein or the failure of Subcontractor or its employees, agents, or subcontractors to conform to statutes, ordinances, or other regulations or requirements of any governmental authority in connection with the performance of the Work provided for in this Agreement. Said indemnity shall include but not be limited to injury or damage which is or is alleged to be caused in whole or in part by any act, omission, default or negligence of Subcontractor or its employees, agents, or subcontractors. Subcontractor expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all Liabilities which may be asserted by an employee or former employee of Subcontractor, or any of its subcontractors, as provided above, for which the Subcontractor’s Liability to such employee or former employee would otherwise be limited to payments under state Worker’s Compensation laws or an Employee Liability policy, premises liability principles or any other law or form of legal duty or obligation.

Subcontractor further agrees to indemnify and hold harmless the Indemnitees from and against (i) any and all penalties imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, in any way related, directly or indirectly, to Subcontractor’s or its employees’, agents’, or subcontractors’ performance hereunder, compliance with which is left by this Agreement to the Subcontractor and (ii) any and all claims, liens and/or suits for labor and the materials furnished by the Subcontractor on its employees, agents or subcontractors or utilized in the performance of this Agreement or otherwise. This includes, but is not limited to, employment discrimination charges and actions arising under Title VII of The Civil Rights Act of 1964, as amended; The Equal Pay Act; The Age Discrimination Act, as amended; The Rehabilitation Act; The Americans with Disabilities Act; The Fair Labor Standards Act; The National Labor Relations Act; and any other applicable law.

Where not specifically prohibited by law, Subcontractor further specifically agrees to indemnify and hold harmless the Indemnitees from all Liabilities, by reason of any injury, death, or damage to any person or property whatsoever, caused by, arising from, incident to, or connected with the performance or nonperformance of the work contemplated by this Agreement which is, or is alleged to be, caused in part (whether joint, concurrent, or contributing) or in whole by any act, omission, default, or negligence (whether active or passive) of the Indemnitees. The foregoing indemnity shall also include liability imposed by any doctrine of strict liability.

Page 10 of 16

__________________________

SUBCONTRACTOR INITIALS

Subcontractor further agrees to reimburse Contractor for and/ or hold harmless against any and all attorneys’ fees and other expenses and costs incurred in pursuing any claim, suit, or lien brought by Contractor against Subcontractor or those acting under its direction arising out of or resulting from a breach by Subcontractor or those acting under its direction of any provision of this Agreement or performance or nonperformance hereunder.

Contractor and Subcontractor agree that any judgment entered against the Indemnitees, or any of them, or Subcontractor, shall not be determinative of the issue as to whether the act, omission, default, or negligence upon which the action was brought was that of the Indemnitees or of the Subcontractor.

Subcontractor shall, at its own sole cost, expense, and risk, defend any claim, suit, action or other legal proceeding (collectively “action”) arising out of the performance or nonperformance of this Agreement brought jointly against the Indemnitiees or any of them and the Subcontractor or against any of the Indemnitees and, shall pay and satisfy any judgment or decree which may be rendered against any of the Indemnitees in any such action and shall pay any costs and attorney’s fees which may be incurred by the Indemnitees in connection therewith and/ or in enforcing the indemnification provisions set forth above. Should the Subcontractor, in judgment of Contractor, ignore or fail to properly handle or defend any such action, Contractor may at its option assume and undertake, or join the handling or defense of any such action, and in that event the Subcontractor will reimburse Contractor for attorney’s fees and other expenses incurred by Contractor in handling and defending same, including any amounts paid by Contractor in settlement thereof or in satisfaction of any judgment rendered.

The foregoing indemnity shall be in addition to any other indemnity obligations of Subcontractor set for in this Agreement.

Subcontractor will indemnify, defend and hold harmless Contractor from any liquidated damages incurred by Contractor due to delays caused by Subcontractor.

17.

Termination, Suspension or Delay of Work .

If the Primary Contract to which this Agreement refers is terminated, suspended or delayed for any reason, this Agreement will be terminated, suspended or delayed on the same basis and upon the same effective date as the termination, suspension or delay of the Primary Contract. Upon such a termination, suspension or delay of this Agreement, Subcontractor will only be entitled to recover from Owner or Contractor such amounts as are payable to Contractor for the portion of the Work completed by Subcontractor, less Contractor’s anticipated gross profit from the Work. Subcontractor is not entitled to mobilization, start-up, demobilization or other amounts, or consequential, special, incidental,

Page 11 of 16

__________________________

SUBCONTRACTOR INITIALS

liquidated or punitive damages, or for commercial loss or lost profits, unless such amounts or damages are awarded to Contractor, in which case Subcontractor may recover such amounts or damages for the portion of the Work completed by Subcontractor less the same percentage constituting Contractor’s gross profit retained by Contractor from all other amounts payable by Owner. Subcontractor will not be entitled to any other remedy for a termination, suspension or delay under this Section 17 including any amounts directly from Contractor. In addition to any other rights of Contractor under this Agreement, upon a breach of this Agreement by Subcontractor or failure by Subcontractor to comply with the terms of this Agreement, Contractor may (a) terminate this Agreement immediately without further notice, (b) undertake to correct Subcontractor’s breach or failures either directly or through other contractors, all for the expense and at the risk of Subcontractor, and (c) offset against amounts due to Subcontractor any Damages suffered or incurred by Contractor as a result, directly or indirectly, of Subcontractor’s breach or failures.

18.

Contractor’s Remedies .

In addition to all other legal rights or remedies which Contractor may have available to it in law or equity, Contractor may terminate this Agreement immediately at any time because of (a) the failure of Subcontractor to perform the Work diligently, promptly and efficiently or in accordance with the schedule of Work, (b) a breach by Subcontractor of the provisions of this Agreement or the Primary Contract, or (c) if Subcontractor becomes insolvent, is unable to pay its debts as they come due, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy or for reorganization or has filed against it an involuntary petition, or takes any other similar action. Contractor may also terminate this Agreement at any time upon giving ten (10) days written notice to Subcontractor. Upon termination of this Agreement for any reason, Subcontractor will immediately cease all work and vacate the job site, and will return all Assets supplied by Contractor, Owner or other subcontractors. Contractor may offset against any amounts due to Subcontractor by Contractor under this Agreement or any other agreement between Contractor or any of its affiliates and Subcontractor the amount of any losses, claims or other damages recoverable by Contractor from Subcontractor under this Agreement or otherwise. Contractor may terminate the agreement and hire other subcontractors to complete any work left unfinished by Subcontractor or to repair any of Subcontractor’s defective work. In such circumstance, Subcontractor shall not be entitled to receive payment under this Agreement which may be due, until said work shall be finished and payment in full therefore shall be made by Owner to Contractor, at which time, if the unpaid balance of the amount to be paid under this Agreement shall exceed the expense incurred by Contractor in finishing or repairing Subcontractor’s work, such excess shall be paid to Subcontractor; but, if such expenses shall exceed the unpaid balance, Subcontractor shall pay the difference to Contractor.

Page 12 of 16

__________________________

SUBCONTRACTOR INITIALS

19.

Defective/Incomplete Work.

The Subcontractor shall, within twenty-four (24) hours after receiving written notice from the Contractor so to do, proceed to remedy all incomplete work and/or to remove from the site all materials found to be defective by the Contractor or Owner, whether assembled or not, and to dismantle all portions of the Work which shall be condemned as unsound or in any way fails to conform to the requirements the Agreement or the Construction Contract, and to replace, at its own expense, all work damaged or destroy thereby, and replace with sound materials all materials which are removed from the said site. The Subcontractor guarantees that its Work shall be free from any defects due to faulty materials or workmanship, or any violation of the Agreement requirements, for the same period of time as the Contractor is liable to the Owner for the same. The Subcontractor, in addition to removing and replacing, at its own expense, its defective work, shall pay for all damage caused by such defects, and all expenses necessary to replace or repair satisfactorily any other work damaged or disturbed in making repairs to or replacement of its own Work. If Subcontractor fails to remedy all defective or incomplete work after notice by Contractor, Contractor may remedy such condition and back charge Subcontractor for such costs and expenses plus 10%.

20.

Survival of Provisions .

Without limiting the survivability of other provisions of this Agreement, Subcontractor's obligations set forth in paragraphs 1, 3, 5, 7, 9, 12, 12.1, 13, 14-19 and Schedule 1 will survive expiration or termination of this Agreement for any reason.

21.

Notices .

Any notice required by this Agreement will be effective and deemed delivered (a) three (3) business days after posting with the United States Postal Service when mailed by certified mail, return receipt requested, properly addressed and with the correct postage, (b) one (1) business day after pickup by the courier service when sent by overnight courier, properly addressed and prepaid or (c) one (1) business day after the date of the sender's electronic confirmation of receipt when sent by facsimile transmission. Notices must be sent to the addresses or facsimile numbers set forth on Schedule 1, unless either party notifies the other in writing of an address or facsimile number change, which change will take effect three (3) business days after receipt (as defined in the preceding sentence) of the change by the receiving party.

22.

Choice of Law/Venue . The parties and each of them recognize and acknowledge that Contractor operates out of, and is headquartered in Florida and approved execution of this Agreement from its offices in Florida. This agreement is governed by the laws of the State of Florida, without regard to its conflict of laws rules. Contractor and Subcontractor each hereby irrevocably agree and submit to the exclusive jurisdiction of the Circuit Court, Eleventh Judicial Circuit, Miami-Dade County, Florida in the event any action or proceeding is commenced by either party arising from, related to or in connection with this Agreement.

Page 13 of 16

__________________________

SUBCONTRACTOR INITIALS

23.

Beneficial Parties/Assignment/Merger/Modification . This Agreement: (a) inures to the benefit of and is binding upon the parties and their respective successors and permitted assigns; (b) may not be assigned except that Contractor may assign and delegate its rights and obligations under this Agreement to any affiliate of Contractor and Subcontractor may assign its right to accounts receivable under the limited circumstances set forth in paragraph 35 below; (c) contains the entire agreement of the parties and supersedes any earlier or contemporaneous understanding or agreement; (d) may not be amended except by a writing signed by each of the parties; (e) may not be modified or waived unless in writing, and signed by a duly authorized representative of each party;

24.

Delays.

Subcontractor shall not be entitled to be paid additional compensation by Contractor because of additional expenses incurred by Subcontractor due to delays to the work caused by Contractor, other Subcontractors or any other third parties.

25.

Severability .

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of this Agreement and any prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable the provision in any other jurisdiction. To the maximum extent permitted by applicable law, the parties to this Agreement waive any provision of law that renders any provision of this Agreement prohibited or unenforceable in any respect.

26.

Non-waiver .

No failure or delay of Contractor or Owner in exercising any power or right under this Agreement or the Primary Contract will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

27.

Joint Venture/Partnership .

Nothing in this Agreement will be deemed to create a joint venture or partnership between the parties.

28.

Attorney’s Fees .

If any legal proceeding is brought to enforce or interpret this Agreement or any provision thereof, the prevailing party in any such proceeding will be entitled to recover from the other party its reasonable attorneys’ and paralegal fees and court costs, before and at trial and at all appellate levels.

29.

Time is of the Essence .

As to Subcontractor’s performance hereunder, time is of the essence.

Page 14 of 16

__________________________

SUBCONTRACTOR INITIALS

30.

Construction of Contract .

This Agreement was negotiated pursuant to an arms length transaction and is the product of joint drafting. Each party acknowledges that it has had sufficient opportunity to consult with attorneys regarding the terms of this Agreement before signing it. This Agreement shall not be construed against any party more strictly than against the other party.

31.

WAIVER OF JURY TRIAL .

CONTRACTOR AND SUBCONTRACTOR KNOWINGLY, VOLUNTARILY, IRREVOCABLY, UNCONDITIONALLY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PERSON OR PARTY AND RELATED TO THIS AGREEMENT; THIS IRREVOCABLE WAIVER OF THE RIGHT TO A JURY TRIAL BEING A MATERIAL INDUCEMENT FOR CONTRACTOR AND SUBCONTRACTOR TO ENTER INTO THIS AGREEMENT.

32.

Counterparts .

This Agreement may be executed on any number of counterparts with the same effect as if the signatures were on the same instrument.

33.

Headings .

The headings of each paragraph in this Agreement are merely for informational purposes and not to be construed as forming part of the Agreement.

34.

LIMITATION OF LIABILITY . NEITHER PARTY SHALL BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, OR DAMAGES RESULTING FROM BUSINESS INTERRUPTION WHETHER BASED IN WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

35.

Assignment of Accounts Receivable . Subcontractor may not assign its accounts receivable due from Contractor hereunder or any other monies otherwise due from Contractor to any third-party, factoring company or otherwise, without first obtaining Contractor’s written consent to such assignment. Such written consent shall only be valid if it is provided by a service line or division president of Contractor and shall only be provided by Contractor if legitimate business reasons justify providing the same. Under any circumstances arising from the assignments contemplated in this paragraph, including those in which Contractor consents to such an assignment, Subcontractor will indemnify, defend and hold harmless Contractor and Owner and their respective officers, directors, stockholders, affiliates, employees, agents, subcontractors, independent contractors and other representatives (collectively, the

Page 15 of 16

__________________________

SUBCONTRACTOR INITIALS

"Assignment Indemnitees") from and against all claims, damages, liabilities, losses, penalties, injuries, and expenses (including attorneys' and paralegal fees and court costs and including penalties and interest) incurred or suffered, directly or indirectly (including consequential, punitive and other special damages) (collectively, “Damages”), by the Assignment Indemnitees and arising out of or resulting from, directly or indirectly, the assignment contemplated in this paragraph. The text of this paragraph 35 is in addition to and does not limit any similar language contained elsewhere in this Agreement.

36.

Additional Terms .

Additional terms and conditions applicable to this Agreement, if any, are set forth on Schedule 1.

[SUBCONTRACTORAGREEMENTVIE004.GIF]

Page 16 of 16

__________________________

SUBCONTRACTOR INITIALS


Nevada		59-2928366
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


Class		Outstanding at August 17, 2009
Common Stock, $.001 par value per share		53,942,369



		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		4

PART I. FINANCIAL INFORMATION		5

Item 1.	Financial Statements	5
	Consolidated Balance Sheets as of March 31, 2009 (Unaudited) and December 31, 2008	5
	Consolidated Statements of Operations (Unaudited) for three months ended March 31, 2009	6
	Consolidated Statements of Stockholders’ Equity (deficit)	7
	Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2009	8
	Notes to the Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Qualitative and Quantitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20

PART II. OTHER INFORMATION		21

Item 1.	Legal Proceedings	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Submission of Matters to a Vote of Security Holders	21
Item 5.	Other information	21
Item 6.	Exhibits	22

SIGNATURES		23



View Systems Inc. and Subsidiaries
Consolidated Balance Sheets

			March 31,		December 31,
			2009		2008
ASSETS			(Unaudited)
Current Assets
Cash		$	17,577	$	1,768
Accounts Receivable (Net of Allowance of $1,000)			120,254		88,731
Inventory			113,149		46,599
Total Current Assets			250,980		137,098
Property & Equipment (Net)			134,014		16,262
Other Assets
Licenses			970,864		997,104
Due from Affiliates			147,507		147,507
Deposits			7,528		7,528
Total Other Assets			1,125,899		1,152,139

Total Assets		$	1,510,893	$	1,305,499

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable		$	373,810	$	499,329
Accrued Expenses			56,199		28,650
Accrued Interest			144,672		126,155
Accrued Royalties			243,750		225,000
Loans from Shareholder			205,528		152,794
Notes Payable			670,486		559,093
Total Current Liabilities			1,694,445		1,591,021
Long-term Debt
Notes Payable			42,867		-
Total Liabilities			1,737,312		1,591,021
Stockholders' Equity
Preferred Stock, Authorized 10,000,000 Shares, $.01 Par Value,
Issued and outstanding 89,647			896		896
Common Stock, Authorized 100,000,000 Shares, $.001 Par Value,
Issued and Outstanding 30,711,222			30,711		-
Issued and Outstanding 17,175,222			-		17,175
Additional Paid in Capital			20,988,318		20,460,829
Retained Earnings (Deficit)			(21,246,344)		(20,764,422)
Total Stockholders' Equity (Deficit)			(226,419)		(285,522)

Total Liabilities and Stockholders' Equity	$		1,510,893	$	1,305,499



View Systems, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
		For the Three Months Ended
		March 31,
		2009		2008


Revenues, Net	$	111,362	$	290,431

Cost of Sales		41,344		107,230

Gross Profit (Loss)		70,018		183,201

Operating Expenses
Business Development		26,338		23,617
General & Administrative		101,589		102,499
Professional Fees		167,185		37,403
Salaries & Benefits		237,123		64,970

Total Operating Expenses		532,235		228,489

Net Operating Income (Loss)		(462,217)		(45,288)

Other Income (Expense)
Interest Expense		(19,705)		(20,654)

Total Other Income(Expense)		(19,705)		(20,654)

Net Income (Loss)	$	(481,922)	$	(65,942)

Net Income (Loss) Per Share	$	(0.02)	$	(0.06)

Weighted Average Shares Outstanding		23,943,222		1,157,628



View Systems, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
			For the Three Months Ended
			March 31,
			2009		2008
Cash Flows from Operating Activities :
Net Income (Loss)	$		(481,922)	$	(65,942)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operations:
Depreciation & Amortization			27,940		28,390
Stock issued for services			311,281		-
Change in Operating Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable			(31,523)		(5,501)
Inventories			(66,550)		43,050
Increase (Decrease) in:
Accounts Payable			(6,768)		(6,782)
Accrued Expenses			27,549		(1,828)
Accrued Interest			18,517		11,780
Accrued Royalties			18,750		-

Net Cash Provided (Used) by Operating Activities			(182,726)		3,167

Cash Flows from Investing Activities:
Purchases of equipment			(57,599)		-

Net Cash Used In Investing Activities			(57,599)		-

Cash Flows from Financing Activities:
Loans received under a line of credit			196,765		-
Principal payments on notes payable			(1,547)		-
Loans from Shareholders			60,890		11,600

Net Cash Provided by Financing Activities			256,108		11,600

Increase (Decrease) in Cash			15,783		14,767

Cash and Cash Equivalents at Beginning of Period			1,768		7,201

Cash and Cash Equivalents at End of Period		$	17,551	$	21,968



View Systems, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
(Unaudited)


		For the Three Months Ended
		March 31,
		2009		2008
Non Cash Investing and Financing Activities:

Vehicle purchase financed with note payable		54,041		-
Notes payable paid down with common stock		100,000		-
Loans from shareholder repaid with common stock		3,156		-
Accounts payable paid with common stock		118,750		-
Vehicle purchased with common stock		7,813		-

Cash Paid For:
Interest	$	635	$	8,480
Income Taxes	$	-	$	-



SUMMARY COMPARISON OF OPERATING RESULTS
	Three months ended March 31,
		2009	2008
Revenues, net		111,362	290,431
Cost of sales		41,344	107,230
Gross profit (loss)		70,018	183,201
Total operating expenses		532,235	228,489
Loss from operations		(462,217)	(45,288)
Total other income (expense)		(19,705)	(20,654)
Net income (loss)		(65,942)	(65,942)
Net income (loss) per share		$ (0.02)	$ (0.00)



	VIEW SYSTEMS, INC.

Date: August 19, 2009	By:	/s/ Gunther Than
		Gunther Than
		Chief Executive Officer (Principal executive officer, principal financial officer, and principal accounting officer)



	1.	I have reviewed this amended quarterly report on Form 10-Q of the registrant for the quarter ended March 31, 2009;



	2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;



	3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this quarterly report;



	4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:



	a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is prepared;



	b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



	c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and



	d.	disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



	5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):



	a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and



	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	View Systems, Inc.

Date: August 19, 2009	By:	/s/ Gunther Than
		Gunther Than
		President and Treasurer (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)