UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM
10-Q  þ QUARTERLY REPORT UNDER TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 2009  o
TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number

000-30178  VIEW SYSTEMS, INC. (Exact name of registrant as specified in
its charter)  Nevada

59-2928366(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification
No.)  1550 Caton Center Drive, Suite E,
Baltimore, Maryland  21227 (Address of principal executive offices)
(Zip Code)  (410) 242-8439 (Registrant's telephone number, including
area code)  Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 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
R   No
£  Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such
files).  Yes   
£    No   

£  Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):  Large accelerated filer
£

Accelerated filer
£

Non-accelerated filer
£

Smaller reporting company
R(Do not check if a smaller
reporting company)  Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
   Yes
oNo

þ  Indicate the number of shares outstanding of each of
the issuers classes of common stock, as of the latest practicable date. Class

Outstanding at March 31, 2009Common Stock, $.001 par value per
share

30,711,222   1    VIEW SYSTEMS,
INC. FORM 10-Q FOR THE PERIOD ENDED MARCH 31,
2009   INDEX  PageSPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
3PART I. FINANCIAL INFORMATION
3Item 1.
Financial Statements
3Consolidated Balance Sheets as of March 31, 2009
(Unaudited) and December 31, 2008
4Consolidated Statements of Operations
(Unaudited) for three months ended March 31, 2009
5Consolidated Statements of Stockholders Equity
(deficit)
6Consolidated Statements of Cash Flows
(Unaudited) for the three months ended March 31, 2009
7Notes to the Consolidated Financial Statements
9Item 2.
Managements Discussion and Analysis of
Financial Condition and Results of Operations
10Item 3.
Qualitative and Quantitative Disclosures About
Market Risk
15Item 4.
Controls and Procedures
15PART II. OTHER INFORMATION
16Item 1.
Legal Proceedings
16Item 2.
Unregistered Sales of Equity Securities and Use
of Proceeds
16Item 3.
Defaults Upon Senior Securities
17Item 4.
Submission of Matters to a Vote of Security
Holders
17Item 5.
Other information
17Item 6.
Exhibits
17SIGNATURES
18   2    Safe Harbor Statement Under
the Private Securities Litigation Reform Act of 1995  Information included in this Form 10- Q
contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (Securities Act), and Section 21E of the Securities
Exchange Act of 1934, as amended (Exchange Act). This information may involve
known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of View Systems, Inc. (the
Company), to be materially different from future results, performance or
achievements expressed or implied by any forward-looking statements.
Forward-looking statements, which involve assumptions and describe future plans,
strategies and expectations of the Company, are generally identifiable by use of
the words may, will, should, expect, anticipate, estimate,
believe, intend, or project or the negative of these words or other
variations on these words or comparable terminology. These forward-looking
statements are based on assumptions that may be incorrect, and there can be no
assurance that these projections included in these forward-looking statements
will come to pass. Actual results of the Company could differ materially from
those expressed or implied by the forward-looking statements as a result of
various factors. Except as required by applicable laws, the Company has no
obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the
future.    PART I: FINANCIAL INFORMATION  ITEM 1. FINANCIAL STATEMENTS     View Systems, Inc. and Subsidiaries Unaudited Financial
Statements  MARCH 31,
2009   3     View Systems
Inc. and SubsidiariesConsolidated
Balance SheetsMarch 31,
December 31,2009

2008**ASSETS**

(Unaudited)Current AssetsCash




$
17,577
$
1,768Accounts
Receivable (Net of Allowance of $1,000)

120,254

88,731Inventory




113,149

46,599Total
Current Assets



250,980

137,098Property & Equipment
(Net)



134,014

16,262Other AssetsLicenses




970,864

997,104Due from
 Affiliates



147,507

147,507Deposits




7,528

7,528Total
Other Assets



1,125,899

1,152,139Total
Assets



$
1,510,893
$
1,305,499LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesAccounts Payable


$
373,810
$
499,329Accrued Expenses



56,199

28,650Accrued Interest




144,672

126,155Accrued
Royalties



243,750

225,000Loans from
Shareholder



205,528

152,794Notes Payable




670,486

559,093Total
Current Liabilities



1,694,445

1,591,021Long-term DebtNotes Payable




42,867

-Total
Liabilities




1,737,312

1,591,021Stockholders' EquityPreferred Stock,
Authorized 10,000,000 Shares, $.01 Par Value,Issued
and outstanding  89,647


896

896Common Stock,
Authorized 100,000,000 Shares, $.001 Par Value,Issued
and Outstanding  30,711,222


30,711

-Issued
and Outstanding  17,175,222


-

17,175Additional Paid
in Capital



20,988,318

20,460,829Retained
Earnings (Deficit)



(21,246,344)

(20,764,422)Total
Stockholders' Equity (Deficit)


(226,419)

(285,522)Total
Liabilities and Stockholders' Equity
$
1,510,893
$
1,305,499  The accompanying
notes are an integral part of these consolidated financial statements   4     View
Systems, Inc. and SubsidiariesConsolidated
Statements of Operations(Unaudi
t ed)For the Three
Months EndedMarch 31,2009

2008Revenues, Net


$
111,362
$
290,431Cost of Sales



41,344

107,230Gross Profit (Loss)


70,018

183,201Operating ExpensesBusiness
Development


26,338

23,617General
& Administrative


101,589

102,499Professional Fees


167,185

37,403Salaries
& Benefits


237,123

64,970Total Operating Expenses


532,235

228,489Net Operating Income (Loss)


(462,217)

(45,288)Other Income (Expense)Interest
Expense



(19,705)

(20,654)Total Other Income(Expense)

(19,705)

(20,654)Net Income (Loss)


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

$
(0.02)
$
(0.06)Weighted Average Shares
Outstanding

23,943,222

1,157,628  The accompanying notes are an
integral part of these consolidated financial statements  5


View
Systems, Inc. and SubsidiariesConsolidated
Statements of Stockholders Equity (Deficit)(Unaudited)Additional

RetainedPreferred

Common

Paid-in

EarningsShares

Amount

Shares

Amount

Capital

(Deficit)Balance, December 31, 2007
89,647
$
896

1,245,347
$
1,245
$
19,930,378
$
(20,590,883)April - June 2008 - shares
issued in paymentof
accounts payable
-

-

4,875

5

8,001

-October - December 2008 -
shares issued for cash
-

-

312,500

313

19,687

-October - December 2008 -
shares issued as paymentof notes
payable, including accrued interest
-

-

15,000,000

15,000

485,000

-October - December 2008 -
shares issued for services
-

-

612,500

612

17,763

-Net loss for the year ended
December 31, 2008
-

-

-

-

-

(173,539)Balance, December 31, 2008
89,647

896

17,175,222

17,175

20,460,829

(20,764,422)January - March 2009 -
shares issued for services,accounts
payable and notes payable
-

-

13,536,000

13,536

527,489

-Net loss for the period
ended March 31, 2009
-

-

-

-

-

(481,922)Balance, March 31, 2009
89,647
$
896

30,711,222
$
30,711
$
20,988,318
$
(21,246,344  The accompanying
notes are an integral part of these consolidated financial statements   6


View
Systems, Inc. and SubsidiariesConsolidated
Statements of Cash Flows(Unaudited)For the Three
Months EndedMarch 31,2009

2008Cash Flows from Operating
Activities :Net Income
(Loss)

$
(481,922)
$
(65,942)Adjustments to
Reconcile Net Loss to Net CashProvided by
Operations:Depreciation
& Amortization

27,940

28,390Stock
issued for services


311,281

-Change in
Operating Assets and Liabilities:(Increase)
Decrease in:Accounts
Receivable


(31,523)

(5,501)Inventories



(66,550)

43,050Increase
(Decrease) in:Accounts
Payable


(6,768)

(6,782)Accrued
Expenses


27,549

(1,828)Accrued
Interest


18,517

11,780Accrued
Royalties


18,750

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

3,167Cash Flows from Investing
Activities:Purchases of
equipment


(57,599)

-Net Cash Used In
Investing Activities

(57,599)

-Cash Flows from Financing
Activities:Loans received
under a line of credit

196,765

-Principal
payments on notes payable

(1,547)

-Loans from
Shareholders


60,890

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

11,600Increase (Decrease) in Cash

15,783

14,767Cash and Cash Equivalents at
Beginning of Period
1,768

7,201Cash and Cash Equivalents at
End of Period
$
17,551
$
21,968  The accompanying
notes are an integral part of these consolidated financial statements  7     View Systems,
Inc. and SubsidiariesConsolidated
Statements of Cash Flows (Continued)(Unaudited)For the Three
Months EndedMarch
31,2009

2008Non Cash Investing and
Financing Activities:Vehicle purchase
financed with note payable
54,041

-Notes payable paid
down with common stock
100,000

-Loans from
shareholder repaid with common stock
3,156

-Accounts payable
paid with common stock
118,750

-Vehicle purchased
with common stock
7,813

-Cash Paid For:Interest




$            635

$
       8,480Income Taxes



$
               -

$
              -  The accompanying
notes are an integral part of these consolidated financial statements  8    View Systems, Inc. Notes to the
Consolidated Financial Statements March 31, 2009   GENERAL  View Systems, Inc. (the Company)
has elected to omit substantially all footnotes to the financial statements for
the three months ended March 31, 2009 since there have been no material changes
(other than indicated in other footnotes) to the information previously reported
by the Company in their Annual Report filed on the Form 10-K for the twelve
months ended December 31, 2008.  UNAUDITED
INFORMATION  The information furnished herein
was taken from the books and records of the Company without audit.
 However, such information reflects all adjustments which are, in the
opinion of
M anagement, necessary to properly reflect the results of the
interim period presented.  The information presented is not necessarily
indicative of the results from operations expected for the full fiscal year.  9    ITEM 2. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  EXECUTIVE OVERVIEW  The following analysis of our consolidated financial
condition and results of operations for the months ended March 31, 2009 should
be read in conjunction with the Consolidated Financial Statements and other
information presented elsewhere in this quarterly report.  Overview  Our current product lines are related to visual
surveillance, intrusion detection and physical security.  We introduced a
new product that we call the MINI (Mobile Intelligent Network Informer).
 We have received multiple inquires about the need for such a device during
2008 and have invested engineering resources to create a working device that
should be market ready in the fourth quarter of 2009. We expect that the
production of the device for beta versions and testing purposes will be
accomplished in the third quarter of this year.  Our current principal products and services include:  · The MINI (Mobile Intelligent
Network Informer) The MINI is a wireless watchdog communication device that
checks for intrusion into uninhabited areas like foreclosed houses, storage
spaces and vacation homes. Its a portable device that senses motion and sends
text messages to a users cell phone. Property and remote assets may be guarded
by this innovative device that requires no plug-in electricity, no physical
phone line and no monitoring service.  We have a full explanation and
specifications on our web site.  · ViewScan Magnetic Detection System
 a walk-through archway detector which uses passive magnetic sensing technology
and unique location algorithms to suggest the location of certain kinds of
threat objects and  other potentially undesirable objects such as cell
phones or digital cameras.  The control unit combines the magnetic and
video information in a manner that allows it to be displayed for easy
recognition and auditory warning.  The network architecture allows for
remote monitoring, integration of biometrics and access control devices and
storage locally on the control unit or remotely on servers.  · Biometric analysis such as
fingerprint verification has been incorporated into the ViewScan and facial
recognition can be incorporated into ViewScan.  Access control methods such
as magnetic door locks can and have also been incorporated in several banks and
credit unions.  · Passport and drivers license
verification for positive identification in correctional facilities, large
government and commercial office buildings have been and are currently being
combined with the ViewScan portal.  · ViewMaxx Digitial Video products 
a high-resolution, digital video recording and real-time monitoring system. The
cameras are viewable remotely via internet access.  · Multi-mission Mobile Video (MMV) 
a lightweight mobile camera and recording system housed in a tough, waterproof
enclosure designed to be worn on tacticle body wear.  The camera systems
sends real-time images back to a video monitor at a command post located outside
the exclusion zone or contaminated area. The MMV is able to transmit high
quality video in the most difficult environments.  A multitude of these
systems have been deployed   and are currently being field-tested.
 We offer a variety of transmission options including encryption, diversity
receivers and on-body recording incase of transmission failure.  SWAT, fire
fighters and first responders are the focus of the MMV.  · Fiber Optic Data Network
Installation Service (FIOS) - we have invested in tools, vehicles and testing
equipment to enter the fiber optics installations arena.  Using a credit
line provided by Lafayette Commercial Bank we have expended $200,000 plus to
purchase tools to splice, test and install fiber optic transmission ducts.
 Several opportunities have been presented to us and we have investigated
the potential and probabilities of success.  During this work,
opportunities for video surveillance and access control contract will present
themselves and we hope to capitalize on those opportunities.   10    Since we have invested in
tools, vehicles and testing equipment to enter the fiber optics installations
arena, several opportunities have been presented to us and we have investigated
the potential and probabilities of success.  We advertised the receipt of
several multi-million dollar contracts with Verizon.  The contracts were
presented by several individuals associated with a company called HC
Professional, LLC.  Verizon informed us that neither individuals nor HC
Professional were associated with them and were persona no grata.
  As a result we were channeled to one of their prime contractors and
have retracted our announcement of the contracts received with Verizon.  We
have since then, established qualifications and a relationship with the
designated prime contractor and are insured, bonded and an approved
sub-contractor with the prime.  There are five contracts on the table and
we are diligently moving to assemble teams to begin work in the near future.
 These teams and our plethora of tools, vehicles and testing equipment
should provide a substantial revenue stream for a significant number of years.  On our merger and acquisition front, we have signed a
Memorandum of Understanding (MOU) with a private research and development
company named Visisys.  Visisys Holding Plc (Visisys) is a multinational,
private holding company organized under the laws of the United Kingdom and Wales
with offices in New York, London and Moscow. The entity has two wholly owned
subsidiaries: Visisys Systems Ltd. and Face Trend, Ltd.  Visisys and its
subsidiaries enjoy an international reputation for developing and marketing of
intelligent video, monitoring and sensory systems. The company's main focus is
the integration of proprietary and/or estimable devices with design and applied
science to provide customized applications in a number of diverse fields, such
as, security, medical, retail, hospitality and financial/clerical management.  We may exchange shares of our companies.  Visisys
has a network of individuals in its shareholder base that can be instrumental in
developing our business plan.  We have been collaborating our plans and
intend to work jointly to market and our products synergistically.  We are still perusing the acquisition and merger
strategy started last year and are in negotiations and collaboration with
several companies.  The slowdown of the economy has caused a slowdown of
most activities in that arena.  The next phase of our business plan will be to
continue to raise additional funds through common stock offerings to provide
working capital to finance several acquisitions and the integration of new
technologies and/or businesses.  We also intend to continue to strengthen
our balance sheet by paying off debt.  We are continuing to plan to hold an annual meeting in
2009 even though we were not able in 2008.  We will issue information
statements and mail out proxy statements as necessary at the appropriate time.  RESULTS OF OPERATIONS  The following discussions are based on the
consolidated financial statements of View Systems and its subsidiaries.
 These charts and discussions summarize our financial statements for the
three months ended March 31, 2009 and 2008 and should be read in conjunction
with the financial statements, and notes thereto, included with this report at
Part II, Item 7, below.  SUMMARY COMPARISON OF OPERATING
RESULTSThree
months ended March 31,2009
2008Revenues, net

111,362
290,431Cost of sales

41,344
107,230Gross profit (loss)

70,018
183,201Total operating expenses

532,235
228,489Loss from operations

(462,217)
(45,288)Total other income (expense)

(19,705)
(20,654)Net income (loss)

(65,942)
(65,942)Net income (loss) per share

$
                (0.02)
$
                (0.00)
   11     Revenue is considered earned when the product is
shipped to the customer.  The concealed weapons system and the digital
video system each require installation and training.  Training is a revenue
source separate and apart from the sale of the product.  In those cases
revenue is recognized at the completion of the installation and training.  We have experienced a decrease in sales of our
products which resulted in decreased revenues for the first quarter of
 2009 compared to the first quarter of 2008.  We believe the cause of
that is the domestic and worldwide down turn of the economy although we received
verbal indications of increased need from our international customers such as
Pakistan, UAE and China.  Those orders have been stalled and or cancelled,
we do no know which at this time.  We have inquiries for quotes from
Turkey, Lebanon and Georgia.  Management anticipates that increases in
revenues will resume as these sales and marketing channels are developed.
 We continue to establish local sales and service offices in geographic
areas where we have already completed sales.  Our backlog at March 31, 2009, was $300,000.  We
received cancelations for orders and indications that these orders would be
re-established when the political climate stabilizes. The delay between the time
of the purchase order and shipping of the product results in a delay of
recognition of the revenue from the sale.  This delay in recognition of
revenues will continue as part of our results of operations.  The increase of margins from year to year was
primarily the result of decreased costs and due to engineering changes and an
increase of volume of units shipped. Management anticipates that the relative
margins of each product line will increase even more with an increase of number
of units shipped.  The quantities per average sale have been increasing
steadily.   For 2008, the total operating expenses and cost of goods
has decreased significantly due to less product being sold and our attention
being focused on future fiber (FIOS) data installation work.  LIQUIDITY AND CAPITAL RESOURCES  Annually our revenues from product sales have been
increasing but are not sufficiently to cover our operating expenses.  Our
auditors have expressed substantial doubt that we can continue as a going
concern.  We are continuing to push sales and control costs.  Historically, we have relied on revenues, debt
financing and sales of our common stock to satisfy our cash requirements.
 For the quarter ended March 31, 2009, we received cash from revenues of
$111,362, $0 from issuance of equity, and $60,890 from stockholder advances.
 We will also continue to rely on the issuance of our common stock to pay
for services and to convert debt when cash is unavailable.
  Management anticipates that we will continue to issue shares for
services in the short term.  Management believes we will need to take the necessary
steps to increase our authorized common stock during 2009.   The
Company intends to hold a meeting of shareholders as soon as practicable to
consider, among, other things, an increase in the authorized common stock of the
Company.  Management intends to finance our 2009 operations
primarily with the revenue from product sales and any cash short falls will be
addressed through equity or debt financing, if available.  Management
expects revenues will continue to increase but not to the point of profitability
in the short term.  We will need to continue to raise additional capital,
both internally and externally, to cover cash shortfalls and to compete in our
markets.  At our current revenue levels management believes we will require
an additional $1,200,000 during the next 12 months to satisfy our cash
requirements of approximately $100,000 per month for operations.  These
operating costs include cost of sales, general and administrative expenses,
salaries and benefits and professional fees related to contracting engineers.
 We have insufficient financing commitments in place to meet our expected
cash requirements for 2009 and we cannot assure you that we will be able to
obtain financing on favorable terms.  If we cannot obtain financing to fund
our operations in 2009, then we may be required to reduce our expenses and scale
back our operations.  Commitments and Contingent Liabilities  The Company leased office and warehouse space in
Baltimore, MD under a three-year non-cancelable operating lease, which expired
October 2008.  Base rent is $3,300 per month.  We have leasing on a
month to month basis.  Our total current liabilities increased to $1694,445
at March 31, 2009, compared to $1,591,021 at March 31, 2008.  Our current
total liabilities at March 31, 2009 included accounts payable of $373,810,
accrued expenses of $56,199, accrued interest of 144,672, accrued royalties of
243,750, loans from shareholders of $205,528 and notes payable of $670,486.  12     Our notes payable consist of the following:  We issued notes in the aggregate
amount of $343,093 pursuant to a Subscription Agreement, dated December 23,
2005, with three accredited investors;  Starr Consulting, Inc., Active
Stealth, LLC, and KCS Referral Service LLC (the Subscribers).  We agreed
to sale and the Subscribers agreed to purchase convertible promissory notes and
warrants.  However, on January 6, 2006, the Subscribers consented to the
removal of the warrants from the subscription agreement, with the understanding
that the warrants would be reinstated after we increased our authorized common
stock and the shares underlying the warrants would be registered at a later
date.  The Subscribers did not receive any other additional consideration
for the removal of the warrants.  The Subscribers agreed to purchase up to
an aggregate of $500,000 of 8% promissory notes convertible into shares of our
common stock at a per share conversion price of $0.10.  The notes were
originally to be due and payable by December 31, 2006.  The Subscribers
agreed to purchase the promissory notes over a 5 month period in $100,000 per
month installments; however, the investment threshold was never achieved, so the
conversion option of the notes was terminated and the loans became due on demand
with interest at 8% per annum.  As of the date of this report the investors
have demanded repayment of these loans. The
C ompany has taking steps to
negotiate these defaults.  In November of 2008 the holders agreed to accept
shares of common stock as payment.  The holders of these notes have
received $100,008 in cash payments from the sale of stock received.  Unsecured convertible loans from
two stockholders in the principal amount of $216,000.   $100,000 of
the loans was due in full on November 1, 2007 with interest at 7%.  The
holder of this note has demanded payment and has chosen not to convert to
equity.  The holder of the second note of $116,000 has been receiving
interest payments irregularly.  Off-Balance Sheet Arrangements  The Company does not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the Companys financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that is material to investors.  Contractual Obligations  As a smaller reporting company as defined by Item 10
of Regulation S-K, the Company is not required to provide this information.  Critical Accounting Policies  The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes.
 Estimates of particular significance in our financial statements include
annual tests for impairment of our licenses.  These estimates could likely
be materially different if events beyond our control, such as changes in
government regulations that affect the usefulness of our licenses or the
introduction of new technologies that compete directly with our licensed
technologies affect the value of our licenses.  We first determine the value of the license using a
projected cash-flow analysis to determine the present value of cash flows.
 The test is done using assumptions as to various scenarios of increases
and decreases in the revenue stream and applying a discount rate of 6%.  If
the value achieved under these various methods is less than the carrying value
of the assets then it is considered that an impairment has occurred and the
assets carrying value is adjusted to reflect the impairment.  Management also makes estimates on the useful life of
our licenses based on the following criteria:  · Whether other assets or group of
assets are related to the useful life of the licenses,  · Whether any legal, regulatory or
contractual provisions will limit the use of the assets,  · We evaluate the cost of
maintaining the license,  · We consider the possible effects
of obsolescence, and  · Whether there is maintenance or
any other costs associated with the license.  13     Risk Factors, including Going Concern Opinion  You should carefully consider the risks, uncertainties
and other factors described in our Form 10-K for the year ended December 31,
2008 which are incorporated by reference and the several risks identified below
because they could materially and adversely affect our business, financial
condition, operating results and prospects and could negatively affect the
market price of our Common Stock. Also, you should be aware that the risks and
uncertainties described below are not the only ones facing us. Additional risks
and uncertainties that we do not yet know of, or that we currently believe are
immaterial, may also impair our business operations and financial results. Our
business, financial condition or results of operations could be harmed by any of
these risks. The trading price of our Common Stock could decline due to any of
these risks, and you may lose all or part of your investment.  In assessing these risks you should also refer to the
additional risks and other information contained in or incorporated by reference
to this Annual Report on Form 10-K for the year ended December 31, 2008,
including our financial statements and the related notes. We include in this
report only a few of the substantial risks reported in our Form 10-K for the
year ended December 31, 2008.  You are strongly urged to review our Form
10-K.  WE HAVE EXPERIENCED HISTORICAL LOSSES AND A
SUBSTANTIAL ACCUMULATED DEFICIT. IF WE ARE UNABLE TO REVERSE THIS TREND, WE WILL
LIKELY BE FORCED TO CEASE OPERATIONS.  We have incurred losses for the past two fiscal years
which consists of a net loss of $173,539 for 2008 and had a net loss of $462,217
for at the end of March 31, 2009. Our operating results for future periods will
include significant expenses, including new product development expenses,
potential marketing costs, professional fees and administrative expenses, and
will be subject to numerous uncertainties. As a result, we are unable to predict
whether we will achieve profitability in the future, or at all.  WE HAVE A WORKING CAPITAL DEFICIT AND SIGNIFICANT
CAPITAL REQUIREMENTS. SINCE WE WILL CONTINUE TO INCUR LOSSES UNTIL WE ARE ABLE
TO GENERATE SUFFICIENT REVENUES TO OFFSET OUR EXPENSES, INVESTORS MAY BE UNABLE
TO SELL OUR SHARES AT A PROFIT OR AT ALL.  The Company has a net loss of $462,217 for the fiscal
year quarter ending in March 31, 2009 and net cash used in operations of
$182,726 for the fiscal quarter ending March 31, 2009.  Because the Company
has not yet achieved or acquired sufficient operating capital and given these
financial results along with the Company's expected cash requirements in 2009,
additional capital investment will be necessary to develop and sustain the
Company's operations.  OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS
RAISED DOUBT OVER OUR CONTINUED EXISTENCE AS A GOING CONCERN.  We have incurred substantial operating and net losses,
as well as negative operating cash flow and do not have financing commitments in
place to meet expected cash requirements for the next twelve months.  Our net loss for the quarter ending March 31, 2009 was
$462,217 and our net loss for the quarter ending March 31, 2008 was $45,288.

Our retained deficit was
$21,246,344 at March 31, 2009.  We are unable to fund our day-to-day
operations through revenues alone and management believes we will incur
operating losses for the near future while we expand our sales channels.
 While we have expanded our product line and expect to establish new sales
channels, we may be unable to increase revenues to the point that we attain and
are able to maintain profitability.  As a result we rely on private
financing to cover cash shortfalls.  As a result, we continue to have significant working
capital and stockholders' deficits including a substantial accumulated deficit
at March 31, 2009. In recognition of such, our independent registered public
accounting firm has included an explanatory paragraph in its report on our
consolidated financial statements for the fiscal years ended December 31, 2008
and December 31, 2007 that expressed substantial doubt regarding our ability to
continue as a going concern.  14     WE NEED ADDITIONAL EXTERNAL CAPITAL AND IF WE ARE
UNABLE TO RAISE SUFFICIENT CAPITAL TO FUND OUR PLANS, WE MAY BE FORCED TO DELAY
OR CEASE OPERATIONS.  Based on our current growth plan we believe we may
require approximately $1,200,000 in additional financing within the next twelve
months to develop our sales channels.  Our success will depend upon our
ability to access equity capital markets and borrow on terms that are
financially advantageous to us. However, we may not be able to obtain additional
funds on acceptable terms. If we fail to obtain funds on acceptable terms, then
we might be forced to delay or abandon some or all of our business plans or may
not have sufficient working capital to develop products, finance acquisitions,
or pursue business opportunities.  If we borrow funds, then we could be
forced to use a large portion of our cash reserves, if any, to repay principal
and interest on those loans.  If we issue our securities for capital, then
the interests of investors and stockholders will be diluted.  WE ARE CURRENTLY DEPENDENT ON THE EFFORTS OF RESELLERS
FOR OUR CONTINUED GROWTH AND MUST EXPAND OUR SALES CHANNELS TO INCREASE OUR
REVENUES AND FURTHER DEVELOP OUR BUSINESS PLANS.  We are in the process of developing and expanding our
sales channels, but we expect overall sales to remain down as we develop these
sales channels. We are actively recruiting additional resellers and dealers and
have hired in-house sales personnel for regional and national sales.  We
must continue to find other methods of distribution to increase our sales.
 If we are unsuccessful in developing sales channels we may have to abandon
our business plan.   ITEM 3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  As a smaller reporting company as
defined by Item 10 of Regulation S-K, the Company is not required to provide
information required by this Item.   ITEM 4. CONTROLS AND PROCEDURES   Evaluation of Disclosure
Controls and Procedures We have carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer/Principal Financial Officer, of the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the Exchange Act)) as of March 31, 2009. Based on such evaluation, we have
concluded that, as of such date, our disclosure controls and procedures were
effective to ensure that information required to be disclosed by us in our
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in applicable SEC rules and forms, and that such
information is accumulated and communicated to our management, including our
Chief Executive Officer/Principal Financial Officer, as appropriate, to allow
timely discussions regarding required disclosure.   Managements Report on
Internal Control over Financial Reporting View Systems, Inc.s
management is responsible for establishing and maintaining internal control over
financial reporting for the Company. View Systems, Inc.s internal control
system was designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Internal
control over financial reporting of the Company includes those policies and
procedures that: (1)
pertain to the maintenance of records that in reasonable detail accurately and
fairy reflect the transactions of the company. (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorization of management and directors of
the Company; and  15    (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Companys assets that could
have a material effect on the Companys financial statements. All internal control systems,
no matter how well designed, have inherent limitations, including the
possibility of human error or circumvention through collusion of improper
overriding of controls. Therefore, even those internal control systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation. Further, because of changes in conditions, the
effectiveness of internal control may vary over time.  The management of View
Systems, Inc. assessed the effectiveness of the Companys internal control over
financial reporting as of March 31, 2009. In making its assessment of internal
control over financial reporting, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSD) in

Internal-Control-Integrated Framework and implemented a
process to monitor and assess both the design and operating effectiveness of the
Companys internal controls. Based on this assessment, management believes that
as of March 31, 2009, the Companys internal control over financial reporting
was effective.  This annual report does not
include an attestation report of the Companys registered public accounting firm
regarding internal control over financial reporting. Managements report was not
subject to attestation by the Companys registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only Managements report in this annual report.   Changes in Internal Control
Over Financial Reporting Management of the Company has
evaluated, with the participation of the Companys Chief Executive Officer/Chief
Financial Officer, changes in the Companys internal controls over financial
reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the first
quarter of 2009. In connection with such evaluation, there have been no changes
to the Companys internal control over financial reporting that occurred since
the beginning of the Companys first quarter of 2009 that have materially
affected, or are reasonably likely to materially affect the Companys internal
control over financial reporting.  PART II  OTHER INFORMATION  ITEM 1. LEGAL PROCEEDINGS  None.  ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS  We issued an aggregate of 13,536,000 shares of our
unregistered common stock at purchase prices ranging from $0.0313 to $0.0625 per
share during the reporting period, as follows:  On January 26, 2009, we issued a
total of 2,900,000 shares of our common stock to Kelli Myers (550,000 shares),
A.S. Austin Company, Inc. (750,000 shares), Marlin Molinaro (800,000 shares),
and Redstone Communication (800,000 shares), all as payment against convertible
debt at $0.0345 per share.  On February 2, 2009, we issued a
total of 1,185,500 shares of our common stock to Ralph Sita (250,000 shares as
payment against debt for accounting services), John Sarman (120,000 shares as
payment against debt for professional services), Charlotte DeLoof (48,000 shares
as payment against debt for salary), Alexander N. Than (47,500 shares as payment
against debt for salary), Michael Woodford (150,000 shares as payment against
debt for legal services), Orion Financial Group, LLC (360,000 shares as payment
against debt for investor relations services), all at $0.0625 per share, and to
Judith Downes (210,000 restricted shares in exchange for salary) at $0.313 per
share.  On February 13, 2009, we issued a
total of 7,000,500 shares of our common stock to Redstone Communication (750,000
restricted shares), Marlin Molinero (675,000 restricted shares), and Josh Norton
(75,000 restricted shares), all as payment at $0.0313 per share for investor
relations services; James Alford (250,000 restricted shares as payment for the
acquisition of a truck), Gary Berg (200,000 restricted shares for professional
services), Gunther Than (5,000,000 restricted shares for salary), all as payment
at $0.0313 per share; and to William Jordan (50,500 shares for payment of a
shareholder loan at $0.0625 per share).  16     On March 11, 2009, we issued
950,000 shares of common stock to Orion Financial Group, LLC as payment at
$0.0625 per share against debt for investor relations services.  On March 19, 2009, we issued
500,000 shares of common stock to Ralph Sita as payment at $0.0625 per share
against debt for accounting services.  On March 23, 2009, we issued
1,000,000 shares of common stock to Russell Weigel as payment at $0.0625 per
share against debt for legal services.  All of such shares were offered and sold pursuant to
an exemption from registration under Section 4(2) of the Securities Act of 1933,
as amended.  **ITEM 3. DEFAULTS UPON SENIOR
SECURITIES**  None.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS  None.  ITEM 5. OTHER INFORMATION  None.  ITEM 6. EXHIBITS  The following exhibits are filed as part of this Form
10-Q:  4.2* Subscription Agreement between
View Systems, Inc. and Starr Consulting, Inc., Active Stealth, LLC, and KCS
Referral Service LLC, dated December 23, 2005  10.1** View Systems, Inc. 1999 Stock
Option Plan  10.2*** Employment agreement between View
Systems, Inc. and Gunther Than, dated January 1, 2003  31.1 Rule 13a-15(e)/15d-15(e)
Certification by the Chief Executive Officer and Chief Financial Officer  32.1 Certification by the Chief
Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  * Incorporated by reference to
exhibit 4.1 of Form 8-K, filed January 6, 2006. ** Incorporated by reference to
exhibit 10.16 to Form SB-2 filed January 11, 2000. *** Incorporated by reference to
exhibit 10.3 for Form 10-KSB, filed April 14, 2004.   17    SIGNATURES  Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized. VIEW SYSTEMS, INC.Date: May 1
5 , 2009
By:
/s/ Gunther ThanGunther ThanChief Executive Officer
(Principal executive officer, principal
financial officer, and principal accounting officer)   18