SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Exchange Act of 1934
VIEW SYSTEMS, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
926706102
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(CUSIP Number)
Rubin Investment Group
2121 Avenue of the Stars
Suite 101
Los Angeles, California 90067
310/407-0125
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Robert L. Davidson, Esq.
Wolf Haldenstein Adler Freeman & Herz LLP
270 Madison Avenue
New York, New York 10016
212/545-4600
February 18, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d- 1(b)(3) or (4), check the following box: [ ].
Note: Six copies of this Statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 926706102 13D
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Rubin Investment Group
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(2) CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(7) SOLE VOTING POWER
800,000
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Number of Shares (8) SHARED VOTING POWER
Beneficially Owned 0
by Each Reporting ----------------------------------------------
Person with (9) SOLE DISPOSITIVE POWER
800,000
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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ITEM 1. SECURITY AND ISSUER
The Statement relates to the common stock, $.001 par value per
share ("Common Stock"), of View Systems, Inc. (the "Issuer"), which has its
principal executive offices at 925 West Kenyon Avenue, Suite 15, Englewood,
Colorado 80110.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Rubin Investment Group
("Rubin"), a private investment company organized under the State of California.
The business address of Rubin is Rubin Investment Group, 2121 Avenue of the
Stars, Suite 101, Los Angeles, California 90067.
(a) - (c) Not applicable.
(d) During the last five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person was not a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERAT8ION
The Reporting Person used personal funds in the amount of
$400,000 to purchase the Common Stock. No part of the purchase price was
borrowed.
ITEM 4. PURPOSE OF TRANSACTION
The Common Stock received by the Reporting Person is intended
by the Reporting Person to be held solely for investment purposes and for resale
to the public through an effective registration statement under the Securities
Act of 1933. Except for the transactions involving the Common Stock reported in
Item 5(c) herein, and except for the expectation that the Reporting Person may
from time to time sell shares of Common Stock (depending upon market conditions,
availability or need of funds, and other factors personal to such Reporting
Person), the Reporting Person does not have any present plans or proposals with
respect to the Issuer that relate to or could result in the occurrence of any of
the following events:
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(a) The acquisition by any person of additional securities of the Issuer, or
the disposition of additional securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the
Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of February 18, 2000, the Reporting Person may be
deemed to beneficially own the following numbers of shares of Common Stock:
NUMBER OF SHARES
NAME OWNED PERCENTAGE
---- ----- ----------
Rubin 800,000 9.9%
(b) The Reporting Person has sole voting and sole dispositive
discretion with respect to all of the shares of Common Stock beneficially owned
by such Reporting Person, as reported in Item 5(a) herein.
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(c) On February 18, 2000 the Reporting Person acquired from
the Issuer in a private placement, for the purchase price of $400,000,
securities consisting of (a) 800,000 shares of Common Stock and (b) warrants to
acquire an aggregate of up to 2,500,000 shares of Common Stock for an exercise
price of $2.00 per share, of which 1,000,000 expire in 5 months, 500,000 expire
in 6 months and 1,000,000 expire in 3 years from the date of purchase. The
warrants may not be exercised to the extent that as a result thereof the holder
would then beneficially own more than 5% of the Issuer's outstanding Common
Stock.
(d) and (e) not applicable.
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1. Does not include 2,500,000 warrants not currently exercisable.
2. Percentages are calculated in accordance with Rule 13d- 3(d)(1) on the
basis of 8,062,580 outstanding shares of Common Stock, as reported to the
Reporting Person by an authorized representative of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
None
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SIGNATURES
After reasonable inquire and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 18, 2000
RUBIN INVESTMENT GROUP
By: /s/ Dan Rubin
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Dan Rubin, Chief Executive
Officer
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