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 June 30, 2001

            |X| 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 --     No ___
    ---



<PAGE>


                      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:  15,225,620 shares of common stock as
of June 30, 2001.

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


<PAGE>







                                Table of Contents


PART I.  Financial Information

Item I.  Financial Statements
Consolidated Statement of Operations...........................................1
Consolidated Balance Sheet.....................................................2
Consolidated Statement of Changes in Stockholder's Equity.. ...................3
Consolidated 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....................................................8
Item II.  Changes In Securities................................................8
Item III. Defaults Upon Senior Securities......................................9
Item IV.  Submission of Matters To A Vote of Security Holders..................9
Item V.   Other Information....................................................9
Item VI.  Exhibits And Reports On Form 8-K....................................10




<PAGE>



ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                               VIEW SYSTEMS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                            Three Months Ended                  Six Months Ended
                                                            ------------------                  ----------------
                                                         June 30,         June 30,          June 30,         June 30,
                                                          2001             2000               2001              2000
                                                     --------------    ------------       --------------    -----------


REVENUE:
<S>                                                  <C>               <C>                  <C>             <C>
         Sales of security systems                   $  90,780         $   97,360           $ 432,489       $ 115,260
         Sales of assembled electronic components            -            133,720               9,512         226,232
                                                     ---------         ----------           ---------       ---------

              Total sales                               90,780            231,080             442,001         341,492

              Cost of goods sold                        54,990            130,361             198,900         190,756
                                                     ---------         ----------           ---------       ---------

GROSS PROFIT ON SALES                                   35,790            100,719             243,101         150,736
                                                     ---------         ----------           ---------       ---------

OPERATING EXPENSES:
         Advertising and promotion                         549                962               1,126          11,380
         Amortization                                   28,284             27,281              56,568          54,562
         Depreciation                                   11,191              9,221              22,382          22,111
         Dues and subscriptions                          1,190              1,426               1,910           2,246
         Insurance                                       9,192              4,847              16,695           7,480
         Interest                                        2,842              5,358               8,598          11,548
         Investor relations                             17,966               -                 51,050          33,865
         Miscellaneous expense                           2,112                740               9,492           2,439
         Office expenses                                37,180             29,993              63,457          66,209
         Professional fees                             113,243             74,878             227,574         171,256
         Rent                                           40,967             26,859              80,973          54,844
         Repairs and maintenance                         4,299              2,514               7,740           7,007
         Research and development                         -                45,537                -            109,302
         Salaries and benefits                         131,511            151,889             305,217         282,929
         Sales promotions                                6,986             21,741              24,105          48,254
         Taxes - other                                   2,221                100               9,151           4,305
         Travel                                         15,546             12,625              24,105          29,530
         Utilities                                       6,539              4,799              11,726           7,784
                                                    ----------        -----------          ----------      ----------

                  Total operating expenses             431,818            420,770             921,869         927,051
                                                    ----------        -----------          ----------      ----------

NET LOSS FOR THE PERIODS                            $ (396,028)       $  (320,051)         $( 678,768)     $ (776,315)
                                                    ==========        ===========          ==========      ==========


LOSS PER SHARE:

     Basic                                          $    (0.03)       $     (0.04)         $    (0.05)     $    (0.10)
                                                    ==========        ===========          ==========      ==========

     Diluted                                        $    (0.03)       $     (0.04)         $    (0.05)     $    (0.10)
                                                    ==========        ===========          ==========      ==========

</TABLE>


                             See Accompanying Notes


                                       1
<PAGE>


<TABLE>
<CAPTION>

                               VIEW SYSTEMS, INC.

                           CONSOLIDATED BALANCE SHEET

                                     ASSETS
                                                                         June 30,           December 31,
                                                                            2001                2000
                                                                       -------------      ----------------
                                                                        (Unaudited)
CURRENT ASSETS:
<S>                                                                    <C>                  <C>
    Cash                                                               $   90,807           $  265,245
    Accounts receivable (net)                                             311,471              155,017
    Inventory                                                             244,011               95,339
                                                                       ----------           ----------

             Total current assets                                         646,289              515,601
                                                                       ----------           ----------

PROPERTY AND EQUIPMENT:
    Equipment                                                             416,863              382,609
    Leasehold improvements                                                 20,261               20,261
                                                                       ----------           ----------
                                                                          437,124              402,870
        Less accumulated depreciation                                     102,196               79,814
                                                                       ----------           ----------

             Net value of property and equipment                          334,928              323,056
                                                                       ----------           ----------
OTHER ASSETS:
    Goodwill                                                              837,815              894,383
    Investments                                                            28,000               28,000
    Due from affiliated entity                                            105,552              105,552
    Due from stockholders                                                  76,099               20,000
    Deposits                                                                3,332                  832
                                                                       ----------           ----------

             Total other assets                                         1,050,798            1,048,767
                                                                       ----------           ----------

             TOTAL ASSETS                                              $2,032,015           $1,887,424
                                                                       ==========           ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts payable                                                   $  401,657          $   401,247
    Note payable - bank                                                    17,083               42,083
    Notes payable                                                         110,000              110,000
    Accrued interest payable                                               27,500               22,000
    Other accrued liabilities                                               1,490               31,951
    Due to stockholder                                                        -                  2,090
                                                                       ----------          -----------

                  Total current liabilities                               557,730              609,371
                                                                       ----------          -----------

STOCKHOLDERS' EQUITY:
    Common stock - par value $0.001
      50,000,000 shares authorized,
      13,666,031 shares issued and outstanding                             13,666                  -
      11,481,031 shares issued and outstanding                                -                 11,481
    Additional paid-in capital                                          8,237,317            7,364,502
    Accumulated deficit                                                (6,776,698)         ( 6,097,930)
                                                                       ----------          -----------

                  Total stockholders' equity                            1,474,285            1,278,053
                                                                       ----------          -----------

         TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY                                       $2,032,015          $ 1,887,424
                                                                       ==========          ===========
                             See Accompanying Notes
</TABLE>


                                       2
<PAGE>


<TABLE>
<CAPTION>

                               VIEW SYSTEMS, INC.

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE PERIOD JANUARY 1, 2000 TO JUNE 30, 2001


                                                              Additional                              Total
                                              Common           Paid-In           Accumulated      Stockholders'
                                               Stock           Capital             Deficit           Equity
                                              ------           ---------         -----------     -------------
<S>                                         <C>               <C>                <C>              <C>
 Balances at January 1, 2000                $  7,167          $ 5,334,342        $( 3,893,648)    $  1,447,861

    Sale of common stock                       1,134              724,142                   -          725,276

    Stock options  exercised                      85                  845                   -              930

    Net loss for the six months
      ended June 30, 2000                          -                    -         (   776,315)    (    776,315)
                                            --------           ----------        ------------     ------------

Balances at June 30, 2000 (Unaudited)          8,386            6,059,329         ( 4,669,963)       1,397,752

    Sale of common stock                       1,612              723,026                   -          724,638

    Stock options exercised                      100                  978                   -            1,078

    Issuance of common stock
      (employee and other compensation)        1,383              581,169                   -          582,552

    Net loss for the period of July 1, 2000
      to December 31, 2000                         -                    -         ( 1,427,967)    (  1,427,967)
                                            --------           ----------        ------------     ------------

Balances at December 31, 2000                 11,481            7,364,502         ( 6,097,930)       1,278,053

    Sale of common stock                       2,125              847,875                   -          850,000

    Issuance of common stock
      for services                                60               24,940                   -           25,000

    Net loss for the six months
      ended June 30, 2001                          -                    -         (   678,768)    (    678,768)
                                            --------           ----------        ------------     ------------

Balances at June 30, 2001 (Unaudited)       $ 13,666           $8,237,317        $( 6,776,698)    $  1,474,285
                                            ========           ==========        ============     ============
</TABLE>



                                       3
<PAGE>


<TABLE>
<CAPTION>

                               VIEW SYSTEMS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE SIX MONTHS ENDED


                                                                          June 30,           June 30,
                                                                            2001               2000
                                                                          --------           --------
                                                                         (Unaudited)        (Unaudited)
<S>                                                                      <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                             $( 678,768)        $( 776,315)
    Adjustments to reconcile net income to net cash
       provided by operating activities:
       Depreciation and amortization                                         78,950             76,673
       Stock issued for services                                             25,000                  -
       Changes in operating assets and liabilities:
         Accounts receivable                                              ( 156,454)         (  19,293)
         Inventory                                                        ( 148,672)         (  45,429)
         Deposit                                                          (   2,500)         (     462)
         Accounts payable                                                       410             85,184
         Accrued interest                                                     5,500              5,500
         Other accrued liabilities                                        (  30,461)             5,482
                                                                         ----------          ---------

         Net cash used in operating activities                            ( 906,995)         ( 668,660)
                                                                         ----------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
          Purchase of property and equipment                              (  34,254)         (  31,507)
          Funds advanced to affiliated entities                                   -             14,507
                                                                         ----------          ---------

        Net cash used in investing activities                             (  34,254)         (  17,000)
                                                                         ----------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Funds advanced from  (to) shareholders                           (  58,189)         (  35,000)
         Repayment of note payable - bank                                 (  25,000)         (   3,166)
         Proceeds from sales of stock                                       850,000            726,205
                                                                         ----------          ---------

       Net cash provided by financing activities                            766,811            688,039
                                                                         ----------          ---------

NET (DECREASE) /INCREASE IN CASH                                          ( 174,438)             2,379

CASH AT BEGINNING OF PERIOD                                                 265,245             89,150
                                                                         ----------          ---------

CASH AT END OF PERIOD                                                    $   90,807         $   91,529
                                                                         ==========          =========
</TABLE>


                                       4
<PAGE>


                               VIEW SYSTEMS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

          In December  1999,  the  Securities  and Exchange  Commission  ("SEC")
issued Staff Accounting  Bulletin No. 101 ("SAB 101"),  "Revenue  Recognition in
Financial  Statements"  . SAB 101  summarizes  certain  of the  SEC's  views  in
applying  accounting  principles  generally  accepted  in the  United  States to
revenue recognition in financial statements.  The Company adopted SAB 101 in the
fourth  quarter of 2000.  The adoption of SAB 101 had no impact on the Company's
financial position or results of operations.

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

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

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

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

             Equipment                                   5-7 years
             Software tools                                3 years


                                       5
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

          The following  discussion  should be read and reviewed in  conjunction
with Management's  Discussion and Analysis of Financial Condition and Results of
Operations set forth in the Company's  Annual Report on Form 10-QSB for the year
ended December 31, 2000. In addition to historical information, this Form 10-QSB
contains forward-looking  statements that involve risks and uncertainties,  such
as statements  of the Company's  plans and  expectations.  The Company's  actual
results could differ materially from management's expectations.

          Since  start-up of operations in September  1998, we have devoted most
of our  resources  to the  development,  sale and  marketing  of  digital  video
surveillance and security products.  We have generated limited revenues from our
security  products to date, but are rapidly expanding our sales and distribution
network.  At the same time we are working on  delivering  new products to market
and enhancing  and  upgrading our product line.  Until we more fully develop our
product line and our sales and  distribution  network,  we expect our  operating
losses to continue. We have provided contract  manufacturing services since May,
1999,  when we acquired  ETMC.  ETMC had provided such services for more than 15
years and had an  established  customer  base.  We have  continued  the contract
manufacturing  business line, while increasing ETMC's manufacturing  capacity to
permit production of our products.

Six Months Ended June 30, 2001 Compared With the Six Months Ended June 30, 2000

Revenue

          For the six months  ended June 30,  2001,  revenues  from sales of our
products increased $317,229 or 275% to $432,489 from $115,260 in the same period
last year, and revenues from sales of our services  decreased $216,720 or 96% to
$9,512 from  $226,232 in the same  period  last year.  Of the  $442,001 in total
revenue  during the six month period  ended June 30,  2001,  $432,489 or 98% was
derived  from  sales  of  systems  and  $9,512  or 2%  from  sales  of  contract
manufacturing  services.  The  ratio  of  security  systems  sales  to  contract
manufacturing is increasing.

Gross Profit

          Gross  profit  on  sales  for the six  months  ended  June  30,  2001,
increased  $92,365 or 61% to $243,101  compared with $150,736 in the same period
last year.  Gross profit margin for the six months ended June 30, 2001,  was 55%
compared  with 44% in the same  period  last  year.  Because of low net sales we
achieved in the period last year ended June 30,  2000,  we do not believe  gross
profit margin comparisons are meaningful at this state of our operations.

Operating Expenses

          Operating  expenses for the six months ended June 30, 2001,  decreased
to $921,869 from  $927,051 for the  comparable  period in 2000.  The decrease is
principally due to decreased expenditures in sales promotions.

          As a result  of the  foregoing,  net loss was  $(678,768)  for the six
months ended June 30,  2001,  compared to a net loss of  $(776,315)  for the six
months ended June 30, 2000.

Costs and Expenses

          Costs of Products and Services Sold. The cost of products and services
sold, was $198,900 for the six months ended June 30, 2001 and represented 45% of
revenue for the period,  compared to $190,756  for the six months ended June 30,
2000 which represents 56% of revenues for that period.  Because of our low sales
volume in the same period last year,  we do not consider the costs of goods sold
in the same  period  last  year to be a good  measure  of our true cost of goods
sold. As our product sales  increase and account for a larger  percentage of our
overall sales,  we expect that our costs of goods and services sold will decline
and stabilize as a percentage of total  revenue.  We anticipate  that our profit
margins on sales of security  systems will exceed our profit margins on sales of
services.  We are  continually  working on  engineering  changes in our security
products that we expect will lower component costs for these products. We do not
determine  our  inventory  on a quarterly  basis,  instead we do it on an annual
basis. Therefore,  our cost of goods sold calculations are based on estimates of
inventory used in products sold.


                                       6
<PAGE>

          Research  and  Development  Expense.  We  spent  $0  on  research  and
development for the six months ended June 30, 2001, as compared with $109,302 in
the same period last year.  Our R&D  expenditures  in six months  ended June 30,
2001, represented 0% of gross profit margin for this period.

          Salaries and Benefits.  We spent $305,217 on salaries and benefits for
the six months  ended June 30,  2001,  as compared  with  $282,929  for the same
period last year. We have increased expenditures on salaries and fees, including
consultants,  and we have incurred $24,105 of sales and promotional expenses for
the six month period ended June 20, 2001,  as compared  with $48,254 in the same
period a year ago.

          Net  Operating  Loss.  We  incurred  approximately  $(678,768)  of net
operating  loss carry  forwards  for the  six-month  period ended June 30, 2001,
which may be used to offset taxable income and income taxes in future years.

                         LIQUIDTY AND CAPITAL RESOURCES

          Since the start-up of our  operations in 1998, we have funded our cash
requirements primarily through equity transactions. We received $7,637,259 since
inception  through  the  issuance  of our  common  stock.  We are not  currently
generating  cash from our  operations  in  sufficient  amounts  to  finance  our
business and will continue to need to raise capital from other sources.  We used
the proceeds from these sales of equity to fund operating activities, including,
product  development,  sales and marketing,  and to invest in the acquisition of
technology,  assets and  business.  As of June 30, 2001,  we had total assets of
$2,032,015 an increase of approximately  $144,591 over last year's $1,887,424 at
December 31, 2000. Total liabilities were $557,730,  at June 30, 2001, resulting
in stockholders'  equity of $1,474,285 an increase of $196,232 from the December
31, 2000 balance of $1,278,053.

          During the six months ended June 30,  2001,  our cash  decreased  from
$265,245 at December  31, 2000,  to $90,807 at June 30,  2001.  Net cash used in
operating  activities  was  $906,995  for the six months  ended  June 30,  2001,
including increases in accounts  receivable to $156,454,  increases in inventory
of $148,672, and increases in accounts payable of $410.

          Net cash  generated from  financing  activities  during the six months
ended June 30, 2001 was $766,811,  consisting of proceeds received from sales of
stock of  $850,000,  less $58,189  advanced to  stockholders,  less  payments on
$25,000 made on a promissory note to Columbia Bank with an outstanding principal
balance of $17,083 at June 30, 2001.

          As a result of the  foregoing at June 30, 2001 we had working  capital
of $88,559,  including $311,471 in net trade accounts receivable and $244,011 in
inventory.  We have provided and may continue to provide payment term extensions
to certain of our  customers  from time to time. As of June 30, 2001 we have not
granted material payment term extensions.

          Our inventory  balance at June 30, 2001, was estimated to be $244,011.
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  fiscal  year  2001  of
approximately $100,00 for test equipment.

          Under our  outstanding  employment and consulting  agreements,  we are
obligated to pay Mr. Than $96,000 per year, Mr. Lesniak $84,000 per year and Mr.
Bruggemean $85,000 in salary and fees during calendar year 2001. If we terminate
the  employment of Mr. Than without cause or because of merger,  acquisition  or
change in control,  we will be  obligated to pay him  approximately  $350,000 in
severance payments on a three year period.

          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.


                                       7
<PAGE>


          We also have  outstanding  warrants  with  various  investors  with an
exercise price of $.40 per share. If the warrant  holders  exercise all of their
warrants,  at the exercise  price of $.40 per share,  we will receive  $800,000,
which we will use for additional working capital.

                                Plan Of Operation

          The amount of  capital  that we need to raise  will  depend  upon many
          factors primarily including

               o    the  rate of  sales  growth  and  market  acceptance  of our
                    product lines;
               o    the amount and time of necessary  research  and  development
                    expenditures;
               o    the amount and time of expenditures  to sufficiently  market
                    and promote our products; and
               o    the   amount   and   timing   of   any   accessory   product
                    introductions.

          We intend to use the cash raised  from the private  sale of shares and
          the  exercise of  warrants  held by the  Selling  Stockholders  to the
          following:

               o    bring our  ViewStorage,  WebView  and  CareView  products to
                    market;
               o    continue  our  product  development  efforts;
               o    expand our sales,  marketing and promotional  activities for
                    the  SecureView  line  of  products;   and
               o    increase our  engineering,  production  management,  quality
                    control, and customer support staff.

          We operate in a very  competitive  industry  that  requires  continued
large amounts of capital to develop and promote our products. We believe that it
will be essential to continue to raise additional  capital,  both internally and
externally, to compete in this industry.

          In addition to accessing  the public and private  equity  markets,  we
will pursue  bank credit  lines and  equipment  lease lines for certain  capital
expenditures.  We  currently  estimate  we will need  between $3 million  and $4
million to fully  develop  all our  products  and launch our  expanded  business
operations in accordance with our current business plan.

                     RISK FACTORS AND CAUTIONARY STATEMENTS

          Statements within the 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  or implied by the  statement,  including,  but not limited to,  risks
detailed in our other  securities  filing,  including  our Annual Report on form
10-KSB for the year ended  December 31, 2000,  and  registration  statement,  as
amended, filed on Form SB-2

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES

          There are no changes in securities other than such changes reported in
our SB-2 filed on August 1, 2001, registration number 333-66482.




                                       8
<PAGE>


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

          There have not been any defaults other than such defaults  reported in
our 10-QSB for the quarter ended June 30, 2001.

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:

2.1       View  Systems,   Inc.   Board  of  Directors   Resolutions   approving
          Acquisition   Agreement  and  Plan  of  Reorganization  With  RealView
          Systems,  Inc;  Resolution of  stockholders  and Board of Directors of
          Real View Systems,  Inc. approving  Acquisition  Agreement and Plan of
          Reorganization With Real View Systems, Inc. (1)

2.2       View  Systems,   Inc.   Board  of  Directors   Resolutions   approving
          Acquisition   Agreement  and  Plan  of  Reorganization  With  RealView
          Systems,  Inc;  Resolution of  stockholders  and Board of Directors of
          Real View Systems,  Inc. approving  Acquisition  Agreement and Plan of
          Reorganization  With Real View Systems,  Inc. (1) View  Systems,  Inc.
          Acquisition  Agreement and Plan of Reorganization  with Xyros Systems,
          Inc. (1)

2.3       View Systems,  Inc.  Acquisition  Agreement and Plan of Reorganization
          with ETMC(1)

2.4       Letter of Intent to Form Joint  Venture  Corporation  Between  NetServ
          Caribbean, Ltd. and View Systems, Inc. (1)

3.1       Articles  of  Incorporation  and all  Articles  of  Amendment  of View
          Systems, Inc. (1)

3.2       By-Laws of View Systems, Inc. (1)

10.1      Form of Subscription Agreement For 8/8/99 Rule 505 (Amended to Be Rule
          506)  Offering  and Terms of  Offering  Pages From  Private  Placement
          Memorandum,  Dated August 8, 1999,  Describing  Rights of Subscribers.
          (1)

10.2      Form of  Subscription  Agreement  For  11/11/99  Rule 506 Offering and
          Terms of  Offering  Pages From  Private  Placement  Memorandum,  Dated
          November 11, 1999, Describing Rights of Subscribers. (1)

10.3      Subscription  Agreement Between View Systems, Inc. and Lawrence Seiler
          for 170,000 Shares,  Granting  Registration  Rights to 100,000 Shares.
          (1)

10.4      Lock-Up Agreement With Lawrence Seiler.(1)

10.5      Subscription  Agreement Between View Systems,  Inc. and Leokadia Than.
          (1)

10.6      Form of  Subscription  Agreement  Between View  Systems,  Inc. and Jim
          Price and Tim Rieu. (1)

10.7      Subscription  and  Investment  Representation  Agreement  between View
          Systems, Inc. and Rubin Investment Group, dated February 18, 2000. (2)

10.8      First Common Stock  Purchase  Warrant  between View Systems,  Inc. and
          Rubin Investment Group, dated February 18, 2000. (2)

10.9      Second Common Stock Purchase  Warrant  between View Systems,  Inc. and
          Rubin Investment Group, dated February 18, 2000. (2)

10.10     Registration  Rights  Agreement  between View Systems,  Inc. and Rubin
          Investment Group, dated February 18, 2000. (2)

10.11     Non-qualified Stock Option Agreement with Richard W. Gray. (6)

10.12     Amendment to First  Purchase  Common  Stock  Warrant,  Dated  February
          18,2000,  Second  Purchase  Common Stock  Warrant,  Dated February 18,
          2000, and  Subscription and Investment  Agreement,  Dated February 18,
          2000, Between View Systems and Rubin Investment Group. (7)

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<PAGE>

10.13     View Systems, Inc. 2000 Restricted Share Plan (8)

10.14     Second  Amendment  to  First  Purchase  Common  Stock  Warrant,  Dated
          February  18,  2000,  Second  Purchase  Common  Stock  Warrant,  Dated
          February 18, 2000, and  Subscription and Investment  Agreement,  Dated
          February 18, 2000,  Between View Systems and Rubin  Investment  Group.
          (9)

10.15     View Systems, Inc. Employment Agreement with Gunther Than. (1)

10.16     View Systems, Inc. Employment Agreement with Andrew L. Jiranek. (1)

10.17     View Systems, Inc. Engagement Agreement with Bruce Lesniak. (1)

10.18     View Systems, Inc. Employment Agreement with David Bruggeman. (1)

10.19     Eastern Tech Mfg. Corp. Employment Agreement with John Curran. (1)

10.20     Lease Agreement Between View Systems, Inc. and Lawrence Seiler. (1)

10.21     StockRedemption  Agreement,  dated May 27, 1999, Between View Systems,
          Inc. and Gunther Than. (1)

10.22     Stock  Redemption  Agreement,  dated September 30, 1999,  Between View
          Systems, Inc. and Gunther Than. (1)

10.23     View Systems, Inc. 1999 Restricted Share Plan. (1)

10.24     Restricted  Share Agreement with Bruce Lesniak (Lesniak & Associates).
          (1)

10.25     Restricted Share Agreement with John Curran. (1)

10.26     Restricted Share Agreement with David Bruggeman. (1)

10.27     Restricted Share Agreement with Gunther Than. (1)

10.28     Restricted Share Agreement with Andrew Jiranek. (1)

10.29     Restricted Share Agreement with Linda Than. (1)

10.30     View Systems, Inc. 1999 Employee Stock Option Plan. (1)

10.31     Non-qualified Stock Option Agreement with Gunther Than. (1)

10.32     Non-qualified Stock Option Agreement with Andrew Jiranek. (1)

10.33     Qualified Stock Option Agreement with Gunther Than. (1)

10.34     Qualified Stock Option Agreement with Andrew Jiranek. (1)

10.35     Promissory Notes from Xyros Systems, Inc. to Ken Weiss. (1)

10.36     Promissory Notes from Xyros Systems, Inc. to Hal Peterson. (1)

10.37     Loan Agreement Between Xyros Systems, Inc. and Columbia Bank. (1)

10.38     Letter From Columbia Bank Extending Term of Loan. (1)

10.39     License and Distribution Agreement with Visionics Corporation. (5)

10.40     License and Distribution  Agreement with Lead  Technologies,  Inc. for
          Video OCR Software. (3)

10.41     License and Distribution  Agreement with Anasoft Systems for Microsoft
          Operating System Software. (3)

10.42     License and  Distribution  Agreement with Aware,  Inc. for Compression
          Software. (3)

10.43     Typical Non-Exclusive Reseller Agreement. (5)

10.44     Schedule of Contracted Resellers. (5)

10.45     Agreement  between View Systems,  Inc. and Magnum Financial  Services,
          Inc., dated February 27, 2000. (5)

10.46     View Systems, Inc. Employment Agreement with Keith Company. (5)

11.1      Statement re: Computation of Per Share Earnings (attached to report)

16.1      Letter From Katz,  Abosch,  Windesheim,  Gershman & Freedman,  P.A. to
          View Systems, Inc., dated April 11, 2000. (4)

21.1      Subsidiaries of Registrant. (1)

99.1      Consulting  Agreement  with  Columbia  Financial  Group,  LLC Granting
          Warrants and Stock and Granting Piggyback Registration Rights. (1)

99.2      Consulting   Agreement  with  Tom  Cloutier   Granting   Warrants  and
          Registration Rights. (1)

99.3      Consulting  Agreement with Guy Parr Granting Warrants and Registration
          Rights. (1)

99.4      Form of Stock Certificate. (1)

99.5      Consulting Agreement with Magnum Worldwide Investments, Ltd. (1)

                                       10
<PAGE>

99.6      Consulting Agreement with Mid-West First National, Inc. (10)

99.7      Consulting Agreement with Pacific First National, Corp.(10)

99.8      Consulting Agreement with Columbia Financial Group, LLC (10)

99.9      Consulting Agreement with John Clayton*

99.10     Consulting Agreement with Magnum Financial Group, LLC (10)

99.11     Letter to Rubin  Investment  Group dated March  canceling its warrants
          ------------------------------------------

(1)  Incorporated By Reference from Registrant's  Registration Statement on Form
     SB-2 Filed With the Commission On January 11, 2000

(2)  Incorporated  By  Reference  From  Registrant's  Report  on Form 8K,  dated
     February 19, 2000.

(3)  Incorporated  By Reference From  Registrant's  Report on Form 10KSB,  Dated
     March 30, 2000.

(4)  Incorporated By Reference From Registrant's  Report on Form 8K, Dated April
     13, 2000.

(5)  Incorporated By Reference From Registrant's Statement on Form SB-2/A, Dated
     April 27, 2000.

(6)  Incorporated By Reference From Registrant's Form 10 QSB, Dated May 15,2000.

(7)  Incorporated  By Reference to Registrant's  Registration  Statement on Form
     SB-2/A, dated June 7, 2000

(8)  Incorporated  By Reference to  Registrant's  Definitive  Proxy Statement On
     Schedule 14A, dated May 3, 2000

(9)  Incorporated By reference to Registrant's Registration Statement on Form SB
     2/A, dated July 20, 2000

(10) Incorporated By reference to Registrant's Registration Statement on Form SB
     2, dated February 2, 2001
___________________________

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

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




                                       11
<PAGE>



                                   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:  August 17, 2001                          /s/ Gunther Than
                                                --------------------------------
                                                Gunther Than, President &
                                                Chief Executive Officer




                                       12
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