Edgar Filing: VIEW SYSTEMS INC

As filed with the Securities and Exchange Commission October 23, 2001
Registration No. 333-72004
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Post-Effective Amendment No. 1
to
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

View Systems, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Florida
(State or Other Jurisdiction of Incorporation or Organization)

59-2928366
(I.R.S. Employer Identification No.)

925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110
(Address of Principal Executive Offices) (Zip Code)

View Systems Employment Agreement (250,000 shares)
Vview Systems Consulting Agreements (100,000)
(Full Title of the Plan)

Gunther Than
President and Chief Executive Officer
925 West Kenyon Avenue, Suite 15
Englewood, Colorado 80110
(Name and Address of Agent for Service)

(303) 783-9153
Telephone Number, Including Area Code, of Agent For Service

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Calculation of Registration Fee
================================================================================
Proposed
Title of Securities Amount To Be Maximum Proposed
To Be Registered Registered 1 Offering Maximum Amount of
Price Per Offering Registration
Share 2 Price Fee
--------------------------------------------------------------------------------
Common Stock, 350,000 $.84 $294,000.00 $73.50
Par Value, .001
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1 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.

2 Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c) based on the average of the high and low prices
reported on the OTCBB on October 16, 2001, which was $.84.

3 Fee Previously paid.

EXPLANATORY NOTE

This registration statement is being filed as a post-effective
amendment to Registration Statement on Form S-8 (Registration No. 333-72004)
filed with the Securities and Exchange Commission on October 23, 2001.

This registration statement registers reoffers and resales of shares
of common stock, issued under the employment agreement of Gunther Than,
President and Chief Executive Officer of View Systems, Inc., which may
constitute "control securities" under General Instruction C to Form S-8. These
control securities may be re-offered and resold on a continuous or delayed basis
in the future under Rule 415 of the Securities Act of 1933, as amended (the
"Securities Act").

This registration statement contains two parts. The first part
contains a "reoffer prospectus" prepared in accordance with Part I of Form S-3
(in accordance with Instruction C of Form S-8). The second part contains
information required in the registration statement pursuant to Part II of Form
S-8.

REOFFER PROSPECTUS

VIEW SYSTEMS, INC.
250,000 Shares of Common Stock
under an Employment Agreement
of View Systems, Inc.

The shares we are registering are currently held by Gunther Than, our
President and Chief Executive Officer pursuant to his employment agreement. We
will pay the expenses of registering his shares.

Our common stock is quoted on the Nasdaq Over-The-Counter Bulletin
Board under the symbol "VYST." The last reported sale price of the common stock
on the Nasdaq Over-The-Counter-Bulletin-Board on October 16, 2001 was $0.83 per
share.

You should carefully consider the "Risk Factors" section beginning on
page 2 of this Reoffer Prospectus.

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.

The date of this Reoffer Prospectus is October 23, 2001.

TABLE OF CONTENTS
Page

PROSPECTUS SUMMARY 1
ABOUT VIEW SYSTEMS, INC. 1
THE OFFERING 2
RISK FACTORS 2
CAUTIONARY NOTE
CONCERNING FORWARD LOOKING STATEMENTS 11
PROCEEDS FROM SALE OF THE SHARES 12
SELLING STOCKHOLDER 12
HOW THE SHARES MAY BE DISTRIBUTED 12
LEGAL OPINION 14
EXPERTS 14
WHERE YOU CAN FIND MORE INFORMATION 14
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 14
INDEMNIFICATION OF DIRECTORS AND OFFICERS 15

PROSPECTUS SUMMARY

This is only a summary and does not contain all of the information
that may be important to you. You should read the more detailed information
contained in this prospectus and all other information, including the financial
information and statements with notes, referred to in this prospectus as
discussed in the "Where You Can Find More Information" section of this
prospectus. The principal executive office of View Systems, Inc. is located at
925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110. Our telephone
number is (303) 783-9153.

ABOUT VIEW SYSTEMS, INC.

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 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.

We develop, produce and market digital security and surveillance
systems utilizing video based cameras and microphones which are marketed under
the trade name SecureView. Our security systems record video images digitally
and permit their viewing remotely over the customer's existing closed circuit
television (CCTV) systems together with audio output over ordinary telephone
lines. 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.

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 the curtailment of crime and loss prevention. We also market our
products to residential users and law enforcement agencies. We currently
distribute our products through a network of twenty value-added domestic and
international resellers which we intend to significantly expand.

THE OFFERING

The selling stockholder may offer and sell up to 250,000 shares of our
common stock under this Reoffer Prospectus. We will not receive any of the
proceeds from the sale of these shares of common stock. See "Proceeds from the
Sale of Shares" and "Selling Stockholder."

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
our absorbing 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. 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. 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 $396,028 for the quarter ended June 30, 2000 and $320,051 for the
quarter ended June 30, 2001, or a loss of $.03 per share. We expect these
losses to continue for the foreseeable future.

Most of our revenues to date have been produced from sales of contract
electronic assembly services. However, we can not achieve profitability with
this service revenue. Our profitability is dependent on our ability to increase
sales of our security and surveillance products. In order to increase such
sales, we will need to significantly increase our spending on items such as:

o development of enhancements and upgrades to our existing SecureView
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 funds to both operate our business and 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 and revenue. To continue operations in
fiscal 2002 and to implement fully our business plan during such year we
anticipate that we will need approximately $3,000,000.

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. Prolonged inability to obtain financing on
acceptable terms could ultimately lead to our bankruptcy.

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.

Our services and reputation may be adversely affected by product defects or
inadequate performance.

We believe that we offer state-of-the art products that are reliable
and competitively priced. In the event that our products do not perform to
specifications or are defective in any way, our reputation may be materially
adversely affected and we may suffer a loss of business and a corresponding loss
in revenues.

We may face risks associated with potential acquisitions, investments, strategic
partnerships or other ventures, including whether such transactions can be
located, completed and the other party integrated with our business on favorable
terms.

As part of our long-term growth strategy, we may seek to acquire or
make investments in complementary businesses, technologies, services or products
or enter into strategic relationships with parties who can provide access to
those assets, if appropriate opportunities arise. From time to time, we may
enter into discussions and negotiations with companies regarding our acquiring,
investing in, or partnering with their businesses, products, services or
technologies. We may not identify suitable acquisition, investment or strategic
partnership candidates, or if we do identify suitable candidates, we may not
complete those transactions on commercially acceptable terms or at all.
Acquisitions often involve a number of special risks, including the following:

o we may experience difficulty integrating acquired operations,
products, services and personnel;
o the acquisition may disrupt our ongoing business;
o we may not be able to successfully incorporate acquired technology and
rights into our service offerings and maintain uniform standards,
controls, procedures, and policies;
o we may not be able to retain the key personnel of the acquired
company;
o the businesses we acquire may fail to achieve the revenues and
earnings we anticipated; and
o we may ultimately be liable for contingent and other liabilities, not
previously disclosed to us, of the companies that we acquire.

We may not successfully overcome problems encountered in connection
with potential future acquisitions. In addition, an acquisition could materially
adversely affect our operating results by:

o diluting your ownership interest;

o causing us to incur additional debt; and

o forcing us to amortize expenses related to goodwill and other
intangible assets.

Any of these factors could have a material adverse effect on our
business. These difficulties could disrupt our ongoing business, distract our
management and employees and increase our expenses. Furthermore, we may incur
indebtedness or issue equity securities to pay for any future acquisitions.

There are certain provisions of our Articles of Incorporation and Bylaws that
could have anti-takeover effects.

Certain provisions of our Articles of Incorporation, as amended, and
our bylaws could make more difficult our acquisition by means of a tender offer,
a proxy contest or otherwise and the removal of our incumbent officers and
directors. Our Articles of Incorporation and bylaws do not provide for
cumulative voting in the election of directors. Our bylaws permit the board of
directors to implement staggered terms for board members.

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
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.

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 or inability to collect our receivables;
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 CCTV
system components and access control systems, there are numerous companies that
market directly or through distributors such equipment to both retail and
non-retail customers. We compete in marketing our systems and products
principally on the basis of product performance, multiple technologies, service
and price.

To compete successfully, we must continue to design, develop,
manufacture and sell new and enhanced products that will respond to customer
requirements and allow us to capture market share from our competitors. We
expect the intensity of competition to continue to put pressure on our
engineering research and development departments as existing competitors enhance
and expand their products. Any failure of our engineering department to keep
pace with technological advances could adversely affect our ability to capture
market share. Increased competition also may result in price reductions or
reduced gross margins as more companies compete with one another by lowering
prices. We must be able to keep our production costs low relative to our
competition.

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.

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 October 1, 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 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;
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 may not provide adequate liquidity.

Our common stock is currently traded on the Over-The-Counter Bulletin
Board (the "OTCBB"). As of October 17, 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 September 30, 2000 was 149,192 shares. However, in the
120 days prior to October 1, 2001, the actual trading volume ranged from a low
of 1,000 shares of common stock to a high of 2,141,100 shares of common stock.
The average daily trading volume for that time period was 239,225. In addition,
the price of our common stock as traded on the OTCBB is extremely volatile.
During the 120 days prior to October 1, 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 $.16 per share to a high of $.71 per share. The variance in our share
price occurring on a daily basis makes it extremely difficult to forecast with
any certainty the stock price at which you may might be able to buy or sell your
shares of our common stock.

CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements under the federal
securities laws. We caution you to be aware of the speculative nature of
"forward-looking statements". We intend to identify forward-looking statements
in this prospectus using words such as "believes," "intends," "expects," "may,"
"will," "should," "plan," "projected," "contemplates," "anticipates," or similar
statements. These statements are based on our good faith beliefs as well as
assumptions we made using information currently available to us. Because these
statements reflect our current views concerning future events, these statements
involve known and unknown risks, uncertainties and assumptions that could cause
actual future results to differ significantly from the results discussed in the
forward-looking statements. Some, but not all, of the factors that may cause
these differences include those discussed in the Risk Factors section of this
prospectus. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this prospectus. In making these
cautionary statements, we are not committed to addressing or updating each
factor in future filings or communications regarding our business or results, or
addressing how any of these factors may have caused results to differ from
discussions or information contained in previous filings or communications.

PROCEEDS FROM SALE OF THE SHARES

All of the shares of common stock in this Reoffer Prospectus are being
offered by the selling stockholder. We will not receive any proceeds from the
sale of the shares of common stock.

SELLING STOCKHOLDER

The shares offered under this Reoffer Prospectus are being registered
for reoffers and resales by the selling stockholder, Gunther Than, who has
acquired his shares of our common stock under his employment agreement. The
selling stockholder may resell all, a portion, or none of his shares of our
common stock. There is no assurance that the selling stockholder will sell any
or all of his shares of our common stock offered by him.

The following table sets forth certain information concerning the
selling stockholder as of the date of this Reoffer Prospectus, and as adjusted
to reflect the sale by the selling stockholder of the shares of our common stock
offered, assuming sale of all of the shares offered:

================================================================================================
Number of Shares
Name Beneficially Owned Prior Registered by the Beneficially Owned After
to Offering (1) Prospectus (2) Offering
Number Percent(3) Number Percent (3)

Gunther Than 2,322,140 12.93% 250,000 2,071,386 11.54%
================================================================================================

(1) Represents shares beneficially owned by the selling stockholders,
including shares that such person has the right to acquire within 60
days of the date of this Reoffer Prospectus. The selling stockholder
has sole voting and sole investment power.

(2) Does not constitute a commitment to sell any or all of the stated
number of shares of common stock. The number of shares of common stock
offered shall be determined from time to time by the selling
stockholder in his sole discretion.

(3) Based upon 17,949,620 Shares outstanding as of October 17, 2001.

HOW THE SHARES MAY BE DISTRIBUTED

The selling stockholder may sell shares of our common stock in various
ways and at various prices. Some of the methods by which the selling stockholder
may sell his shares of common stock include:

o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;

o privately negotiated transactions;

o block trades in which the broker or dealer will attempt to sell the
shares of common stock as agent but may position and resell a portion
of the block as principal to facilitate the transaction;

o purchases by a broker or dealer as principal and resale by that broker
or dealer for the selling stockholder's account under this Reoffer
Prospectus;

o sales under Rule 144 rather than by using this Reoffer Prospectus;

o a combination of any of these methods of sale; and

o any other legally permitted method.

The applicable sales price may be affected by the type of transaction.

The selling stockholder may also pledge his shares of common stock as
collateral for a margin loan under his customer agreements with his broker. If
there is a default by the selling stockholder, the brokers may offer and sell
the pledged shares of common stock.

Brokers or dealers may receive commissions or discounts from the
selling stockholder (or, if the broker-dealer acts as agent for the purchaser of
the shares of common stock, from that purchaser) in amounts to be negotiated.
These commissions are not expected to exceed those customary in the types of
transactions involved.

We cannot estimate at the present time the amount of commissions or
discounts, if any, that will be paid by the selling stockholder in connection
with sales of the shares of common stock.

Any broker-dealers or agents that participate with the selling
stockholders in sales of the shares of common stock may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, in
connection with such sales. In that event, any commissions received by
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act of 1933.

Under the securities laws of certain states, the shares of common
stock may be sold in those states only through registered or licensed
broker-dealers. In addition, the shares of common stock may not be sold unless
they have been registered or qualified for sale in the relevant state or unless
the shares of common stock qualify for an exemption from registration or
qualification.

We have agreed to pay all fees and expenses incident to the
registration of the shares of common stock.

The selling stockholder is subject to the applicable requirements of
Regulation M promulgated under the Securities Exchange Act of 1934, in
connection with sales of the shares of common stock.

LEGAL OPINION

Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC, Baltimore,
Maryland has advised us with respect to the validity of the securities being
offered in this prospectus. Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC serves as our counsel.

EXPERTS

The financial statements included in our annual report on Form 10-KSB
incorporated by reference in this Reoffer Prospectus have been audited by
Stegman & Company, PA, independent public accountants, to the extent and for the
periods set forth in their report incorporated in this prospectus by reference,
and are incorporated herein in reliance upon that report given upon the
authority of Stegman & Company, PA as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information requirements of the Exchange Act and
file reports, proxy statements and other information with the SEC. You may read
and copy any report that we file at the public reference facilities maintained
by the Securities and Exchange Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and at the Securities and Exchange Commission's regional
office located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Please call the SEC at 1-800-SEC-0880 for more information about the public
reference rooms. Our Securities and Exchange Commission filings are also
available from the Securities and Exchange Commission's website located at
HTTP://WWW.SEC.GOV.

Our main office is located at 925 West Kenyon Avenue, Suite 15,
Englewood , Colorado 80110.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by View Systems, Inc. (the "Company")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are, as of their respective dates, hereby incorporated by reference in this
Registration Statement:

(i) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000 filed pursuant to Section 13(a) or 15(d) of the Exchange
Act;

(ii) All other reports of the Company filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Company's documents referred to in Paragraph (i) above; and

(iii) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form SB-2 Registration Numbers 333-94411 and
333-55394 filed with the Commission.

All other documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the filing of a post-effective amendment which
indicates that all of the Company's shares of Common Stock, par value $.001 per
share (the "Shares"), offered hereby have been sold or that all Shares then
remaining unsold have been deregistered shall be deemed to be incorporated by
reference in and made a part of this Registration Statement from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in a document subsequently filed modifies or

supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act of 1933, as amended,
Registration Number 333- filed on October 19, 2001, with respect to the common
stock covered by this Reoffer Prospectus. This Reoffer Prospectus, which is a
part of the registration statement, does not contain all the information set
forth in, or annexed as exhibits to, the registration statement, as permitted by
the SEC's rules and regulations. For further information with respect to us and
the common stock offered under this Reoffer Prospectus, please refer to the
registration statement, including the exhibits, copies of which may be obtained
from the locations described above. Statements concerning any document filed as
an exhibit are not necessarily complete and, in each instance, we refer you to
the copy of the document filed as an exhibit to the registration statement.

You can obtain any of the documents incorporated by reference in this
document through us or the SEC through the SEC's web page at the address
disclosed above. Documents incorporated by reference are available from us
without charge (other than exhibits to such documents). You can obtain documents
incorporated by reference in this prospectus by requesting them in writing or by
telephone. Written requests should be directed to:

View Systems, Inc.
925 West Kenyon Avenue, Suite 15
Englewood, Colorado 80110
Attention: Corporate Secretary

Telephone requests may be directed to the Corporate Secretary of View
Systems, Inc. at (303) 783-9153.

We have not authorized anyone to give any information or to make any
representation that is not contained in this prospectus, or in any of the
materials we have incorporated into this prospectus and if any information or
representation is given or made, you should not rely upon it as having been
authorized. If you are in a jurisdiction where offers to sell, or solicitations
of offers to purchase, the securities to which this prospectus relates is
unlawful, or if you are a person to whom it is unlawful to make an offer or
solicitation, then the offer presented in this prospectus does not extend to
you. Neither delivery of this prospectus nor any sale of securities to which
this prospectus relates will, under any circumstances, imply or create any
implication that there has been no change in the affairs or condition of us
since the date of this prospectus or that the information contained herein is
correct as of any time subsequent to the date of this prospectus.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

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.

As indemnification for liabilities arising under the Securities Act
may be permitted our directors, or officers or persons controlling us, we have
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by View Systems, Inc. (the "Company") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") are, as of
their respective dates, hereby incorporated by reference in this Registration
Statement:

(i) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000 filed pursuant to Section 13(a) or 15(d) of the Exchange
Act;

(iii) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form SB-2 Registration Numbers 333-94411 and
333-55394 filed with the Commission.

All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the filing of a post-effective amendment which
indicates that all of the Company's shares of Common Stock, par value $.001 per
share (the "Shares"), offered hereby have been sold or that all Shares then
remaining unsold have been deregistered shall be deemed to be incorporated by
reference in and made a part of this Registration Statement from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in a document subsequently filed modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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. The Company's articles of incorporation provide for the
indemnification of directors and executive officers to the maximum extent
permitted by Florida law.

As indemnification for liabilities arising under the Securities Act may be
permitted the Company's directors, or officers or persons controlling the
Company, we have been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibits. Copies of the following documents are included as exhibits
to this registration statement pursuant to Item 601 of regulation S-B.

SEC
Exhibit
No. Description
--------------------------------------------------------

3.01 Articles of Incorporation.*

3.02 Bylaws.*

4.01 Specimen certificate for Common Stock.*

4.02 Employment Agreement of Gunther Than.**

5.01 Letter opinion, including consent of Gordon, Feinblatt,
Rothman, Hoffberger & Hollander, LLC, regarding legality
of Common Stock to be issued pursuant to the Employment
Agreement.***

23.01 Consent of Stegman & Company, PA, independent certified
public accountants.***

-----------------------------------

* Incorporated by reference to Form 10-SB filed August 13, 1999, File No.
001-15247
** Incorporated by reference to Form SB-2 filed on January 11, 2000, File No.
333-94411
*** Filed herewith.

ITEM 9. UNDERTAKINGS.

(a) The undersigned Company hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbia, State of Maryland, on this 19th day of
October, 2001.

VIEW SYSTEMS, INC.

By: /s/ Gunther Than
-----------------------------
Gunther Than, President and
Chief Executive Officer

By: /s/ Martin Maassen
----------------------------
Martin Maassen,
Chairman of the Board