SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
AMENDMENT NO. 12
TO
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
310/407-0100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Robert L. Davidson, Esq.
Rubin Investment Group
2121 Avenue of the Stars
Suite 101
Los Angeles, California 90067
310 / 407-0100
July 10, 2001
_________________________________________________________________
(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.
* 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
2,235,000
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Number of Shares (8) SHARED VOTING POWER
Beneficially Owned 0
by Each Reporting -----------------------------------
Person with (9) SOLE DISPOSITIVE POWER
2,235,000
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(10)SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,235,000 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
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SHARES (SEE INSTRUCTIONS) [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
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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 $630,000 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 July 10, 2001, the Reporting Person may be deemed to beneficially
own the following numbers of shares of Common Stock:
Number of Shares
Name Owned Percentage
Rubin 2,235,000 15.4%
Shares owned include warrants to acquire 2,235,000 shares.
(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 1,500,000 expire on the
later of August 31, 2000 or the 30th day following the effective date
of a registration statement covering the sale of the underlying shares
and 1,000,000 expire in 3 years from the date of purchase. To date,
the Reporting Person has acquired 265,000 shares of Common Stock upon
the exercise of warrants, for the aggregate purchase price of $230,000
in cash and property.
Between July 25, 2000 and August 4, 2000, the Reporting Person sold an
aggregate of 86,200 shares in open market sales at prices ranging from $.75
to $1.09 per share.
Between August 8, 2000 and August 11, 2000, the Reporting Person sold an
aggregate of 110,600 shares in open market sales at prices ranging from $.75
to $.875 per share.
Between August 14, 2000 and August 25, 2000, the Reporting Person sold an
aggregate of 127,000 shares in open market sales at prices ranging from $.51
to $.78 per share.
Between August 30, 2000 and August 31, 2000 the Reporting Person sold an
aggregate of 35,000 shares in open market sales at prices ranging from $.57
to $.66 per share. On August 31, 2000 the Reporting Person sold 200,000
shares in a private sale at the price of $.55 per share.
On September 1, 2000 the Reporting Person sold 300,000 shares in a private
sale at the price of $.55 per share.
Between September 5, 2000 and March 9, 2001 the Reporting Person sold an
aggregate of 159,800 shares in open market sales at prices ranging from $.531
to $.781 per share.
Between March 14, 2001 and June 5, 2001, the Reporting Person sold an
aggregate of 46,399 shares in open market sales at prices ranging from $.47
to $.59 per share.
(d) and (e) not applicable.
__________
Percentages are calculated in accordance with Rule 13d-3(d)(1) on the basis of
12,322,620 outstanding shares of Common Stock, as reported in the Issuer's most
recent form 10Q. Changes in beneficial ownership are determined by assuming
that unexercised warrants held by the Reporting Person are treated as exercised
and the underlying Common Stock as outstanding.
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: July 27, 2001
RUBIN INVESTMENT GROUP
By: /s/ Dan Rubin
Dan Rubin, Chief
Executive Officer
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