U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

            |X| Quarterly Report Pursuant to Section 13 or 15 (d) of
                       the Securities Exchange Act of 1934

                For the quarterly period ended September 30, 2000

            |_| TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

            For the transition period from __________ to ___________

                         Commission File Number 0-30178
                                                -------

                               VIEW SYSTEMS, INC.
     -----------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

           Florida                                         59-2928366
-------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                             925 West Kenyon Avenue,
                            Englewood, Colorado 80110
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                                 (303) 783-9153
                -------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

     -----------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

Yes  X    No
    ---      ---

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

Yes  X    No
    ---     ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date:  9,054,120 shares of common stock as
of September 30, 2000.

Transitional Small Business Disclosure Format (check one):
Yes        No  X
    ---       ---


<PAGE>



                                Table of Contents


PART I. Financial Information

Item I.  Financial Statements
Consolidated Balance Sheet.....................................................1
Consolidated Statement of Operations...........................................2
Consolidated Statement of Stockholder's Equity.................................3
Statement of Cash Flows........................................................4
Notes to Consolidated Financial Statements.....................................5
Item II.  Management Discussion and Analysis...................................7

PART II.  Other Information

Item I.    Legal Proceedings..................................................12
Item II.   Changes In Securities..............................................12
Item III.  Defaults Upon Senior Securities....................................13
Item IV.   Submission of Matters To A Vote of Security Holders................13
Item V.    Other Information..................................................13
Item VI.   Exhibits And Reports On Form 8-K...................................14



<PAGE>



ITEM 1. FINANCIAL STATEMENTS

<TABLE>
                               VIEW SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEET

                                     ASSETS

<CAPTION>
                                                                       September 30,             December 31,
                                                                            2000                     1999
                                                                       -------------             -------------
                                                                        (Unaudited)
<S>                                                                              <C>                      <C>
CURRENT ASSETS:
    Cash                                                               $      44,043             $     89,150
    Accounts receivable                                                       42,227                   93,278
    Inventory                                                                218,070                  141,213
                                                                        ------------             ------------

             Total current assets                                            304,340                  323,641
                                                                        ------------             ------------

PROPERTY AND EQUIPMENT:
    Equipment                                                                364,641                  344,638
    Leasehold improvements                                                    20,261                    4,000
                                                                       -------------             ------------
                                                                             384,902                  348,638
        Less accumulated depreciation                                        (83,822)                 (48,296)
                                                                       --------------            -------------

             Net value of property and equipment                             301,080                   300,342
                                                                       --------------            -------------

OTHER ASSETS:
    Goodwill                                                                 925,675                 1,007,518
    Investments                                                               28,000                    28,000
    Due from affiliated entity                                               103,433                    90,990
    Due from stockholders                                                     14,324                    74,362
    Deposits                                                                   8,660                     7,007
                                                                       -------------              ------------

             Total other assets                                            1,080,092                 1,207,877
                                                                       -------------              ------------

             TOTAL ASSETS                                              $   1,685,512              $  1,831,860
                                                                       =============              ============



                                        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable                                                   $     335,783               $  174,106
    Note payable - bank                                                       46,564                   69,730
    Notes payable - stockholders                                             110,000                  110,000
    Accrued interest payable                                                  19,250                   11,000
    Other accrued liabilities                                                 39,073                   19,163
                                                                       -------------             ------------

             Total current liabilities                                       550,670                  383,999
                                                                       -------------             ------------

STOCKHOLDERS' EQUITY:
    Common stock - par value $0.001
       50,000,000 shares authorized,
       8,552,259 shares issued and outstanding                                 8,552                        -
       7,167,203 shares issued and outstanding                                     -                    7,167
    Additional paid-in capital                                             6,199,311                5,334,342
    Accumulated deficit                                                   (5,073,021)              (3,893,648)
                                                                       -------------             ------------


             Total stockholders' equity                                    1,134,842                1,447,861
                                                                       -------------             ------------

       TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY                                       $   1,685,512              $ 1,831,860
                                                                       =============             ============


</TABLE>




                                       1
<PAGE>








                               VIEW SYSTEMS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                          Three Months Ended             Nine Months Ended
                                                          ------------------             -----------------
                                                     September 30,  September 30  September 30,   September 30
                                                         2000           1999          2000            1999
                                                     -------------  ------------  -------------   ------------

<S>                                                           <C>           <C>            <C>           <C>
REVENUE:
        Sales of security systems                   $      31,719  $     11,647  $     146,979   $    11,647
        Sales of assembled electronic components           34,848       141,583        261,080       182,844
                                                     -------------  ------------  ------------  ------------


              Total sales                                  66,567       153,230        408,059       194,491

              Cost of goods sold                           20,412       141,199        211,168       154,068
                                                     -------------  ------------  ------------  ------------

GROSS PROFIT ON SALES                                       46,155       12,031        196,891        40,423
                                                     -------------  ------------  ------------  ------------

OPERATING EXPENSES:
         Advertising and promotion                           1,283            -         12,663             -
         Amortization                                       27,281       12,384         81,843        16,512
         Depreciation                                       11,293       15,415         33,404        22,039
         Dues and subscriptions                                495        1,175          2,741         1,494
         Insurance                                           5,694        4,961         13,174        11,156
         Interest                                            4,022        5,595         15,570        17,585
         Investor relations                                 15,488      155,141         49,353       166,392
         Miscellaneous expense                              11,338        4,533         13,777         8,417
         Office expenses                                    26,102       25,687         92,311        79,292
         Professional fees                                 110,757      291,637        282,013       427,797
         Rent                                               26,746        7,495         81,590        30,395
         Repairs and maintenance                             1,158       10,754          8,165        14,277
         Research and development                           34,538            -        143,840         2,698
         Salaries and benefits                             137,103      724,087        420,032     1,155,541
         Sales promotions                                   25,796            -         74,050             -
         Taxes - other                                         362        2,393          4,667         3,201
         Travel                                               4,882      28,884         34,412        66,847
         Utilities                                            4,875       3,363         12,659        10,360
                                                     --------------  -----------  ------------   -----------

         Total operating expenses                           449,213   1,293,504      1,376,264     2,034,003
                                                     -------------- ------------  ------------   -----------

NET LOSS FOR THE THREE MONTHS                        $    (403,058) $(1,281,473) $  (1,179,373)  $(1,993,580)
                                                     =============  ============ ==============  ============

LOSS PER SHARE:

     Basic                                           $       (0.05) $     (0.19) $       (0.15)   $    (0.39)
                                                     =============  ============ ==============   ==========

     Diluted                                         $       (0.05) $     (0.19) $       (0.15)   $    (0.39)
                                                     =============  ============ ==============   ==========

</TABLE>




                                       2
<PAGE>






                                                VIEW SYSTEMS, INC.

                                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                        Additional                       Total
                                            Common       Paid-In      Accumulated     Stockholders'
                                             Stock       Capital        Deficit          Equity
                                            -------     ----------    ------------    -------------

<S>                                             <C>            <C>             <C>            <C>
 Balances at January 1, 1999               $  4,167     $  406,253   $   (222,752)    $    187,668

    Sale of common stock                        814      1,049,535              -        1,050,349

    Issuance of common stock
      (Xyros acquisition)                       150        562,350              -          562,500
    Redemption of common stock                 (191)      (396,590)             -         (396,781)
    Issuance of common stock
      (employee and other compensation)       1,469      1,240,864              -        1,242,333

    Issuance of common stock
      (ETMC acquisition)                        250        787,250              -          787,500
    Issuance of common stock
      (debt conversion)                         170        194,038              -          194,208
    Net loss for the nine months
      ended September 30, 1999                    -              -     (1,993,580)      (1,993,580)
                                           ---------    -----------   ------------    -------------

Balances at September 30, 1999 (unaudited)    6,829      3,843,700     (2,216,332)       1,634,197

    Sale of common stock                        138      1,280,842              -        1,280,980
    Issuance of common stock
      (debt conversion)                         200        209,800              -          210,000

    Net loss for the period of October 1, 1999
      to December 31, 1999                        -              -     (1,677,316)      (1,677,316)
                                           ---------    -----------   ------------    -------------

Balances at December 31, 1999                 7,167       5,334,342    (3,893,648)       1,447,861

    Sale of common stock                      1,285         863,991             -          865,276

    Stock options exercised                     100             978             -            1,078

    Net loss for the nine months
      ended September 30, 2000                    -               -    (1,179,373)      (1,179,373)
                                           ---------    -----------   ------------    -------------

Balances at September 30, 2000(Unaudited) $   8,552     $ 6,199,311   $ 5,073,021     $   1,134.842
                                           =========    ===========   ============    =============

</TABLE>




                                       3
<PAGE>


                               VIEW SYSTEMS, INC.

                            STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED

<TABLE>
<CAPTION>

                                                                       September 30,              September 30,
                                                                            2000                      1999
                                                                       --------------             -------------
                                                                       (Unaudited)                 (Unaudited)

<S>                                                                            <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                           $(1,179,373)              $(1,993,581)
    Adjustments to reconcile net income to net cash
       provided by operating activities:
       Depreciation and amortization                                       115,247                    38,552
       Employee and other compensation
        paid with stock                                                          -                 1,242,333
       Changes in operating assets and liabilities:
         Accounts receivable                                                51,051                    56,819
         Inventory                                                         (76,839)                  (63,996)
         Deposits and other assets                                          (1,653)                        -
         Accounts payable                                                  162,489                    (1,455)
         Accrued interest                                                    8,250                     8,250
         Other accrued liabilities                                          19,910                    20,202
         Software development cost                                               -                    20,490
                                                                      -------------              ------------

    Net cash used in operating activities                                 (900,918)                 (672,387)
                                                                      -------------              ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                                     (34,972)                  (26,958)
    Funds advanced to affiliated entities                                  (12,443)                 (447,792)
    Investment in MediaComm Broadcasting, Inc.                                   -                   (28,000)
                                                                      -------------              ------------

       Net cash used in investing activities                               (47,415)                 (502,750)
                                                                      -------------              ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Funds advanced (to) from shareholders                                   60,038                   431,315
    Repayment of note payable - bank                                       (23,166)                   (4,291)
    Proceeds from sales of stock                                           866,354                 1,050,192
    Redemption of stock                                                          -                  (396,781)
                                                                      -------------              ------------
       Net cash provided by financing activities                           903,226                 1,080,435
                                                                      -------------              ------------

NET INCREASE (DECREASE) IN CASH                                            (45,107)                  (94,702)

CASH AT BEGINNING OF PERIOD                                                 89,150                   169,899
                                                                      -------------              ------------


CASH AT END OF PERIOD                                                 $     44,043                $   75,197
                                                                      =============              ===========


</TABLE>



                                       4
<PAGE>







                               VIEW SYSTEMS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              Nature of Operations
              --------------------

                  View  Systems,  Inc.  (the  "Company")  designs  and  develops
computer   software  and  hardware  used  in   conjunction   with   surveillance
capabilities.  The technology  utilizes the  compression  and  decompression  of
digital inputs.  Operations,  from formation to June 30, 1999, have been devoted
primarily  to  raising  capital,  developing  the  technology,   promotion,  and
administrative function. As of July 1, 1999 the Company was no longer considered
to be in the development stage.

              Basis of Consolidation
              ----------------------

                  The consolidated  financial statements include the accounts of
the Company and its wholly owned  subsidiaries,  Real View Systems,  Inc. ("Real
View"),  Xyros  Systems,  Inc.  ("Xyros") and Eastern Tech  Manufacturing,  Inc.
("ETMC").  All  significant  intercompany  accounts and  transactions  have been
eliminated in consolidation.

              Use of Estimates
              ----------------

                  Management   uses  estimates  and   assumptions  in  preparing
financial   statements  in  accordance   with  generally   accepted   accounting
principles.  Those  estimates  and  assumptions  affect the reported  amounts of
assets and liabilities, the disclosure of contingent assets and liabilities, and
the  reported  revenues  and  expenses.  Actual  results  could  differ from the
estimates that were used.

              Revenue Recognition
              -------------------

                  The Company  and its  subsidiaries  recognize  revenue and the
related cost of goods sold upon shipment of the product.

              Inventories
              -----------

                  Inventories are stated at the lower of cost or market. Cost is
determined by the last-in-first-out method (LIFO).

              Property and Equipment
              ----------------------

                  Property  and  equipment  is recorded at cost and  depreciated
over their  estimated  useful lives,  using the  straight-line  and  accelerated
depreciation methods. Upon sale or retirement,  the cost and related accumulated
depreciation are eliminated from the respective accounts, and the resulting gain
or loss is included in the results of  operations.  The useful lives of property
and equipment for purposes or computing depreciation are as follows:

                                       5
<PAGE>

                           Equipment                           5-7 years
                           Software tools                      3 years

                  Repairs and  maintenance  charges  which do not  increase  the
useful  lives of assets are  charged to  operations  as  incurred.  Depreciation
expense for the years ended  September  30, 2000 amounted to $33,404 and $15,415
respectively.


              Impairment of Long-Lived Assets
              -------------------------------

                  Long-lived  assets  and  identifiable  intangibles  (including
goodwill)  to be held and used are reviewed for  impairment  whenever  events or
changes in circumstances  indicate that the carrying amount should be addressed.
Impairment  is  measured  by  comparing  the  carrying  value  to the  estimated
undiscounted  future  cash flows  expected  to result from use of the assets and
their eventual disposition.

              Income Taxes
              ------------

                  Deferred  income  taxes  are  recorded  under  the  asset  and
liability  method whereby deferred tax assets and liabilities are recognized for
the future tax  consequences,  measured  by enacted tax rates,  attributable  to
differences  between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and operating loss carryforwards.
The effect on deferred  tax assets and  liabilities  of a change in tax rates is
recognized in income in the period the rate change becomes effective.  Valuation
allowances  are recorded for deferred tax assets when it is more likely than not
that such deferred tax assets will not be realized.

              Research and Development
              ------------------------

                  Research  and  development  costs are  expensed  as  incurred.
Equipment and facilities  acquired for research and development  activities that
have  alternative  future uses are  capitalized  and charged to expense over the
estimated useful lives.

              Advertising
              -----------

                  Advertising  costs are  charged  to  operations  as  incurred.
Advertising costs for the years ended September 30, 2000 were $12,663.

              Monetary Transactions
              ---------------------

                  Nonmonetary  transactions are accounted for in accordance with
Accounting   Principles   Board  Opinion  No.  29  Accounting  for   Nonmonetary
Transactions  which requires the transfer or distribution of a nonmonetary asset
or liability to be based, generally, on the fair value of the asset or liability
that is received or surrendered, whichever is more clearly evident.

                                       6
<PAGE>

              Financial Instruments
              ---------------------

                  For  most  financial  instruments,  including  cash,  accounts
receivable, accounts payable and accruals, management believes that the carrying
amount  approximates  fair  value,  as the  majority  of these  instruments  are
short-term in nature.

              Net Loss Per Common Share
              -------------------------

                  Basic net loss per common share  ("Basic  EPS") is computed by
dividing net loss  available  to common  stockholders  by the  weighted  average
number of common shares outstanding. Diluted net loss per common share ("Diluted
EPS") is computed by dividing net loss available to common  stockholders  by the
weighted  average  number of common shares and dilutive  potential  common share
equivalents then outstanding. Potential common shares consist of shares issuable
upon the exercise of stock options and warrants. The calculation of the net loss
per share  available to common  stockholders  for the years ended  September 30,
2000 does not include  potential  shares of common stock  equivalents,  as their
impact would be antidilutive.

              Segment Reporting
              -----------------

                  The  company  has  determined   that  it  does  not  have  any
separately reportable operating segments as of September 30, 2000.

2.  FINANCIAL CONDITION

              Since its inception,  the Company has incurred  significant losses
and as of  September  30, 2000 had an  accumulated  deficit of $5  million.  The
Company believes that it will incur operating losses for the foreseeable future.
There can be no assurance  that the Company will be able to generate  sufficient
revenues to achieve or sustain profitability in the future. However, the Company
believes  that its current cash and cash  equivalents,  along with sales revenue
and  anticipated  equity  infusions,  will be sufficient  to sustain  operations
through September 30, 2001.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

         The following  discussion  and analysis  should be read in  conjunction
with our  audited  and  unaudited  financial  statements  and the notes  thereto
included in this Report.

OVERVIEW

         We have two business  lines.  We develop,  produce and sell a family of
closed  circuit  television  - CCTV - digital  recording  and  video  management
products and digital identification  products based on our proprietary software.
These products are used for



                                       8
<PAGE>


security and surveillance.  We also provide contract  manufacturing services for
electronic components and systems.

         We only began providing contract  manufacturing  services in May, 1999,
when we acquired Eastern Tech Manufacturing Corp. Eastern Tech had provided such
services for more than 15 years and had an  established  customer  base. We have
continued the contract  manufacturing  business line, while  converting  Eastern
Tech's manufacturing capacity to production of our products.

RESULTS IN OPERATIONS

Nine Months Ended September 30, 2000,  Compared With Nine Months Ended September
30, 1999

REVENUE

         For the nine months ended  September  30, 2000,  revenues from sales of
our products  increased  $135,332 or 1162% to $146,979  from $11,647 in the same
period last year, and revenues from sales of our services grew $78,236 or 43% to
$261,080  from  $182,844 in the same period last year.  We only began  receiving
revenues from services after May 25, 1999,  when we acquired  Eastern Tech, and,
therefore,  our service  revenue figures for the year ago period ended September
30, 1999,  do not include a full nine months of  operations.  Of the $408,059 in
total revenue during the nine month period ended September 30, 2000, $146,979 or
36% was derived from sales of systems and $261,080 or 64% from sales of contract
manufacturing  services.  The  ratio  of  security  systems  sales  to  contract
manufacturing is increasing.

NET SALES AND GROSS PROFIT MARGIN

         Net sales for the nine  months  ended  September  30,  2000,  increased
$156,468 or 387% to  $196,891  compared  with  $40,423 in same period last year.
Gross  profit  margin for the nine months  ended  September  30,  2000,  was 48%
compared  with 21% in the same  period  last  year.  Because of low net sales we
achieved in the period last year ended  September  30,  1999,  we do not believe
growth profit margin comparisons are meaningful at this stage of our operations.

OPERATING EXPENSES

         Operating  expenses  for the nine  months  ended  September  30,  2000,
decreased to $1,376,264,  compared with $2,034,003 for the comparable  period in
1999. The decrease is principally due to decreased  expenditures in the areas of
salaries and professional fees.

         As a result of the foregoing,  net loss was  $(1,179,373)  for the nine
months ended September 30, 2000,  compared to a net loss of $(1,993,580) for the
nine months ended September 30, 1999.

COSTS AND EXPENSES

         COSTS OF PRODUCTS  SOLD.  The cost of products and services  sold,  was
$211,168 for the nine months ended  September 30, 2000, and  represented  52% of
revenue for the  period,  compared  with  $154,068  for the  nine  months  ended
September  30,  1999.  Because of our low sales  volume in the same  period last
year, we do not consider the costs of goods sold in the same period last year to
be a good measure of our true costs of goods sold. As our product sales increase
and account for a larger  percentage  of our overall  sales,  we expect that our
costs of goods and services  sold will decline and  stabilize as a percentage of


                                       9
<PAGE>

total  revenue.  We  anticipate  that our profit  margins  on sales of  security
systems will exceed our profit margins on sales of services.  We are continually
working on  engineering  changes in our  security  products  that we expect will
lower component costs for these products. We do not determine our inventory on a
quarterly  basis,  instead we do it on an annual basis.  Therefore,  our cost of
goods sold  calculations  are based on estimates  of inventory  used in products
sold.

         AMORTIZATION. We acquired Xyros Systems, Inc. on February 25, 1999, and
Eastern  Tech  Manufacturing  Corp.  on May 25,  1999,  and  accounted  for both
acquisitions  under the purchase method of accounting.  We recorded goodwill for
the Xyros combination of $802,069 and $495,344 for the Eastern Tech combination,
all of which was  determined  based on the  difference  between  the fair market
value of what we paid for Xyros and Eastern Tech and the fair value of their net
assets. During the fourth quarter of 1999, we conducted a thorough review of the
acquired  companies  operations,  including their current customer base, current
production capacity,  and job order backlog, in accordance with SFAS #121. Based
on this review,  we  recognized an  impairment  loss of $199,009 for Xyros,  and
$222,904  for  Eastern  Tech at year end  1999,  and  elected  to  amortize  the
remaining  goodwill  balance  over a 10 year  period.  For the nine months ended
September  30,  2000,  we recorded  amortization  expense  for this  goodwill of
$81,843 based on this schedule.

         RESEARCH AND  DEVELOPMENT  EXPENSE.  We spent  $143,840 on research and
development  for the nine months  ended  September  30, 2000,  as compared  with
$2,698 in the same period  last year.  Our R&D  expenditures  in the nine months
ended  September  30,  2000,  represented  73% of gross  profit  margin for this
period.  We continue work on enhancements and upgrades to our existing  products
and  introduced a redesigned  base model  SecureView-4  product to the market in
April, 2000. We are working on introducing  additional products to the market in
2000.  We expect  continued  heavy  expenditures  in this area,  evidencing  our
commitment to develop  industry  leading  video  management  and  identification
products.

         SALARIES AND BENEFITS.  We spent  $420,032 on salaries and benefits for
the nine months ended  September 30, 2000,  as compared  with  $1,155,541 in the
same period last year. In the same period last year,  we recognized  $893,520 in
expense  associated  with the  issuance  of stock  as  compensation  and we have
recognized no comparable expense due to the issuance of stock as compensation in
the 9 month period ended  September 30, 2000. We have  increased  expenditure on
salaries and fees for sales and marketing personnel,  including consultants, and
we incurred  $74,050 on sales and  promotional  expenses  for the 9 month period
ended September 30, 2000, with no comparable expense in the year ago period.

NET OPERATING LOSS

         We  incurred  approximately  $1,179,373  of net  operating  loss  carry
forwards for the nine-month  period ended September 30, 2000,  which may be used
to offset taxable income and income taxes in future years.

Three  Months  Ended  September  30,  2000,  Compared  With Three  Months  Ended
September 30, 1999

REVENUE

         For the three months ended  September 30, 2000,  revenues from sales of
our  products  increased  $20,072 or 172.3% to $31,719  from $11,647 in the same
period last year, and revenues from sales of our services  decreased $106,735 or
75.3% to $34,848 from  $141,583 in the same period last year.  Of the $66,567 in
total revenue during the three month period ended September 30, 2000, $31,719 or
48% of our  revenue  was  derived  from sales of systems and $34,848 or 52% from
sales of contract  manufacturing  services.  We expect  sales of our products to
continue  becoming a larger  percentage  of our  overall  revenues,  as we begin
converting our manufacturing capacity to production of our products.

                                       10
<PAGE>

NET SALES AND GROSS PROFIT MARGIN

         Net sales for the three months  ended  September  30,  2000,  increased
$34,124 or 284% to $46,155  compared  with $12,031 in the same period last year.
Gross  profit  margin for the three  months ended  September  30, 2000,  was 69%
compared  with 8% in the same  period  last  year.  Because  of low net sales we
achieved in the period last year ended  September  30,  1999,  we do not believe
growth profit margin comparisons provide meaningful information.

OPERATING EXPENSES

         Operating  expenses  for the three  months  ended  September  30, 2000,
decreased to $449,213,  compared with  $1,293,504 for the  comparable  period in
1999.  The  decrease  is  principally  due to the  fact  that  we did  not  have
comparable  stock  issuances  as  employee  compensation  in  the  period  ended
September 30, 2000,  as we did for the same period last year. We have  increased
expenditures in the areas of research and  development,  sales and marketing and
write-offs of goodwill associated with acquisitions we did in 1999.

         As a result of the  foregoing,  net loss was  $(403,058)  for the three
months ended September 30, 2000,  compared to a net loss of $(1,281,473) for the
three months ended September 30, 1999.

COSTS AND EXPENSES

         COSTS OF PRODUCTS  SOLD.  The cost of products and services  sold,  was
$20,412 for the three months ending  September 30, 2000, and  represented 31% of
revenue for the period,  compared  with  $141,199  for  the three  months  ended
September  30,  1999.  Because of our low sales  volume in the same  period last
year,  we do not consider the costs of goods sold in the year ago period to be a
good measure of our true costs of goods sold.

NET OPERATING LOSS

         We incurred approximately $403,058 of net operating loss carry forwards
for the three-month period ended September 30, 2000, which may be used to offset
taxable income and income taxes in future years.

LIQUIDITY AND CAPITAL RESOURCES

         Since  start-up  of  operations  in  1999,  we  have  funded  our  cash
requirements  primarily through equity  transactions.  We received $866,354 from
the sale of stock  during the nine month period ended  September  30, 2000,  and
$3,040,675  since  inception,  excluding  $244,000  in loan  payables  that were
satisfied  through the issuance of stock.  We are not currently  generating cash
from our  operations  in  sufficient  amounts to finance our  business  and will
continue to need to raise capital from other sources.  We used the proceeds from
these  transactions to fund  investments  in, and  acquisition  of,  technology,
assets and  companies,  to provide  working  capital and for  general  corporate
purposes,  including paying expenses incurred in connection with the development
of the SecureView(TM)  line of products.  As of September 30, 2000, we had total
assets  of  $1,685,512,   and  total  liabilities  of  $550,670,   resulting  in
stockholders'  equity of $1,134,842.  Our principal uses of cash during the nine
months ended September 30, 2000, were to:

o  fund operating activities, including increased sales and marketing activities

o  invest in the development of products

         During the nine months ended  September  30, 2000,  our cash  decreased
from $89,150 at December 31, 1999,  to $44,043 at September  30, 2000.  Net cash
used in operating  activities  was $900,918 for the nine months ended  September
30, 2000,  including decreases

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in accounts receivable of $51,051,  increases in inventory of $76,839, increases
in accounts payable of 162,489 and increases in accrued interest of $8,250.  Net
cash used in investing  activities of $47,415  consisted of $34,972 used for the
purchase of capital  equipment  and $12,443  advanced  to View  Technologies,  a
company  controlled by President and Chief Executive  Officer,  Gunther Than, to
provide View Technologies with capital needed to finish  development of products
which View Systems would  manufacture  pursuant to a cross licensing  agreement.
Net cash  generated  from  financing  activities  during the nine  months  ended
September 30, 2000, was $903,226,  consisting of proceeds received from the sale
of stock,  plus $60,038  advanced  from  stockholders,  less  payments made on a
promissory note with an outstanding  principal balance of $35,000,  plus accrued
and  unpaid  interest,  which the note  accrues at a rate of 2% plus  prime,  to
Columbia Bank. The loan to Columbia Bank was due June,  1999.  View Systems pays
$5000 per month to Columbia Bank.

         We consented to entry of judgment to pay Hal Peterson, a former officer
of Xyros, approximately $88,000. This agreement arose out of our settlement of a
suit brought by Hal Peterson for  repayment of monies he advanced to Xyros prior
to our  acquisition of Xyros.  We also have a purported  promissory note due Ken
Weiss,  the former  President of Xyros, for monies he advanced to Xyros prior to
our  acquisition of Xyros,  in the stated  outstanding  amount of $40,000,  plus
accrued and unpaid  interest.  Ken Weiss has made demand for repayment of monies
and the monies are immediately due according to the stated terms of the note.

         As a result of the foregoing, as of September 30, 2000, we had negative
net working capital of $246,330,  including $42,227 of trade accounts receivable
and $218,070 in inventory.  We have provided and may continue to provide payment
term  extensions to certain of our customers  from time to time. As of September
30, 2000, we have not granted material payment term extensions.

         Our  inventory  balance at  September  30,  2000,  was  estimated to be
$218,070.  We do not take inventory on a quarterly  basis, and we made inventory
estimates  based on annual  inventory  determinations.  With expected  increased
product sales, we will need to make increased inventory  expenditures.  However,
the terms of our product  sales  requires a twenty five percent (25%) deposit on
order. In addition,  we endeavor to keep inventory levels low. Therefore,  we do
not believe that increased  product sales,  associated  materials  purchases and
inventory increases, will adversely affect liquidity.

         We anticipate further expenditures for 2000 of approximately  $500,000.
We are also  exploring  the purchase of the  commercial  space we are leasing in
Columbia,  Maryland,  plus adjoining space,  consisting of approximately  10,000
square feet. If we can obtain  favorable  terms,  we would purchase the building
through debt financing.

         Under our  outstanding  employment  and consulting  agreements,  we are
obligated to pay Mr. Than $96,000 per year and Mr.  Lesniak  $30,000 per year in
salary and fees during  calendar year 2000.  If we terminate  the  employment or
engagement of Mr. Than without cause (including  because of merger,  acquisition
or change in control),  we will be obligated  to pay  approximately  $350,000 in
severance payments over a three year period.

         We report each  issuance of stock for less than fair market  value as a
charge  against  earnings to the extent of fair market value.  The obligation to
issue stock is a  substantial  capital  commitment  in year 2000 and  subsequent
years.

         We believe that cash from  operations  and funds  available will not be
sufficient to meet anticipated  operating  capital  expenditure and debt service
requirements for the next twelve months and that we will be dependent on raising
additional  capital through equity sales or debt financing.  We have outstanding
warrants with various  investors with an exercise price of $2.00 per share. Some
of the shares that can be obtained  from  exercise of these  warrants  have been
registered for resale with the SEC and some state jurisdictions.  These warrants
are out-of-the-money, as the trading price as of the date of this report is less


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that  $1.00  per  share.  If the  selling  stockholders  exercise  all of  their
warrants,  at the exercise price of $2.00 per share, we will receive $4,200,000,
which we will use for working  capital and to expand  operations  to execute our
business plan.

         However,  unless  the  range of  trading  prices  of our  common  stock
increases to over $2.00 per share or we agree to lower the exercise price of the
warrants,  it is unlikely that the warrants will be exercised.  In May, 2000, we
lowered  the  exercise  price of warrants  for 200,000  shares held by a selling
shareholder  from  $2.00 to $.50 per share  and the  warrants  were  immediately
exercised,  resulting in net  proceeds to us of  $100,000.  It is likely that we
will  agree to lower the  exercise  price of the  warrants  in the future if our
stock continues to be traded below $2.00 per share.

         We  own  840,000  shares  of  MediaComm  Broadcasting,  Inc.  MediaComm
previously  submitted  a filing  to be  quoted  and  traded  on the NASD  OTCBB.
MediaComm  has decided that it is not in their best interest to have their share
traded publicly at this time.

RISK FACTORS AND CAUTIONARY STATEMENTS

         Statements within this 10-QSB which are not historical facts, including
statements  about  strategies and  expectations  for new and existing  products,
technologies,  and opportunities,  are  forward-looking  statements that involve
risks and uncertainties.  Our actual results may differ  substantially from such
forward-looking   statements.   Forward-looking  statements  involve  risks  and
uncertainties  that could cause actual results to differ  materially  from those
expressed in or implied by the statements,  including, but not limited to, risks
detailed in our other  securities  filings,  including our Annual Report on Form
10-KSB for the year ended December 31, 1999, and our registration  statement, as
amended, filed on Form SB-2.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Hal  Peterson,  a former  executive  officer  of  Xyros  and a trust he
controls  filed suit  against us on October 28,  1999 in the  Circuit  Court for
Howard County, Maryland. Xyros was acquired by us on February 25, 1999. Pursuant
the terms of the  acquisition,  we assumed the liabilities of Xyros. One of such
liability  was a loan to Xyros from Mr.  Peterson in the amount of $88,000 which
we contested. We have settled this lawsuit by agreeing to pay $88,000.

         We are not aware of any other material pending legal proceeding against
us or our property.

ITEM 2. CHANGES IN SECURITIES

         On May 4, 2000, we issued 50,000 shares to Rubin Investment Group after
it partially exercised a warrant by paying  consideration  consisting of $56,000
in cash and computer  equipment  with a value of $44,000.  On May 22,  2000,  we
issued another  200,000  shares to Rubin  Investment  Group,  after it partially
exercised  a  warrant  by  paying  consideration  with a fair  market  value  of
$100,000.  Rubin  Investment  Group  acquired  its warrant on February 18, 2000,
under Rule 506 of Regulation D of the Securities Act of 1933.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         Our  subsidiary,  Xyros  Systems,  Inc., is the maker of two promissory
notes in favor of two former  shareholders of Xyros, Ken Weiss and Hal Peterson.
The  promissory  notes are  alleged  to  evidence  loans  from Ken Weiss and Hal
Peterson to Xyros prior to the time that we acquired  Xyros.  We have guarantied
repayment of the indebtedness  evidenced by these notes. The promissory notes to
Ken Weiss carry an outstanding  principal  balance of $40,000,  plus accrued and
unpaid  interest,  which the notes  state  accrues at the rate of 10% per annum,
which  represents  money advanced to Xyros from Ken Weiss. The notes in favor of
Ken Weiss  have  matured  by their  terms and Ken Weiss has  demanded  immediate
payment.


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

Inapplicable

ITEM 5. OTHER INFORMATION

Inapplicable

ITEM 6. EXHIBITS AND REPORT ON FORM 8-K

(A)      EXHIBITS:
         --------

3.1      (1) Articles of Incorporation
3.2      (1) By-laws
4.1      (2) Amendment to First Common Stock  Purchase  Warrant of VIEW SYSTEMS,
         INC. Dated February 18, 2000, and Second Common Stock Purchase  Warrant
         of Company,  Dated February 18, 2000,  Issued to Rubin Investment Group
         (Holder) and to  Subscription  and Investment  Agreement dated February
         18, 2000, Between Company and Holder
4.2      (2) Second  Amendment to First Common  Stock  Purchase  Warrant of View
         Systems, Inc., Dated February 18, 2000, and Subscription and Investment
         Agreement, dated February 18, 2000, Between Company and Holder
11.      (attached to report) Statement re: Computation of Per Share Earnings
27.      (attached to report) Financial Data Schedule
--------------------------------------------------------------------------------

     (1)  Incorporated By Reference From Issuer's Registration Statement on Form
          SB-2 Filed With The  Securities & Exchange  Commission  On January 11,
          2000

     (2)  Incorporated By Reference From Issuer's Registration Statement on Form
          SB-2 Filed With The Securities & Exchange Commission On June 7, 2000

(B)      REPORTS ON FORM 8-K
         -------------------

         We filed did not file any  reports on Form 8-K during the  quarter  for
which this report is filed.

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                                 SIGNATURES


In  accordance  with  the  requirements  of the  Securities  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.



                                           View Systems, Inc.
                                           Registrant


Date: November 14, 2000                    /s/ GUNTHER THAN
                                               ---------------------------------
                                               GUNTHER THAN
                                               PRESIDENT & CEO




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