SC 13D/A 1 rubinform13da2021403.txt ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* 1-800-ATTORNEY, INC. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value per share ------------------------------------------------------------------------------- (Title of Class of Securities) 68231A-20-4 ------------------------------------------------------------------------------- (CUSIP Number) Rubin Investment Group, Inc. 405 Lexington Ave New York, NY 10174 (212) 599-3483 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 31, 2002 ------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 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 ("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). ================================================================================ CUSIP No. 68231A-20-4 ================================================================================ 1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rubin Investment Group, Inc. Tax ID No. 22-3409835 ----- ------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group(See Instructions) (a)[_] (b)[X] ----- ------------------------------------------------------------------------- 3 SEC Use Only ----- ------------------------------------------------------------------------- 4 Source of Funds (See Instructions) WC ----- ------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] ----- ------------------------------------------------------------------------- 6 Citizenship or Place of Organization New York -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 3,456,151 ----- ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 82,265 ----- ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,456,147 ----- ---------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 82,265 -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,538,416 ----- ------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] ----- ------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 83.1% ----- ------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO ================================================================================ Item 1. Security and Issuer The name of the issuer is 1-800-ATTORNEY, Inc., a Florida corporation (the "Issuer"). The principal executive office address is 186 Industrial Center Drive, Lake Helen, Florida 32744. This Schedule 13D amendment relates to the Issuer's common stock, no par value (the "Shares"). Item 2. Identity and Background (a-c, f) This Schedule 13D amendment is being filed by Rubin Investment Group, Inc., a New York corporation, RIG Micro Cap Fund, LP, a Delaware Limited Partnership,and Dan Rubin, a United States citizen, the Chairman and CEO and principal stockholder of Rubin Investment Group, Inc., and the general partner of RIG Micro Cap Fund, LP, all of whose business addresses are c/o Rubin Investment Group, Inc., 405 Lexington Avenue, 50th Floor, New York, NY 10174. (d) None of the Reporting Persons, during the last five years, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons, during the last five years, have been 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 judgement, 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. Item 3. Source and Amount of Funds or Other Consideration A. As of the date hereof, Dan Rubin may be deemed to beneficially own 52,665 shares. Mr. Rubin may be deemed also to beneficially own 3,485,751 shares which are held in the account of Rubin Investment Group, Inc., an entity of which Mr. Rubin is the controlling shareholder and RIG Micro Cap Fund LP, an entity of which Mr. Rubin is the general partner. The funds for the purchase of the shares held by Dan Rubin were his funds and the funds for the purchase of the shares held by Rubin Investment Group, Inc. came from that corporation's funds; however, Mr. Rubin and his company regularly exchange funds. The Funds for the purchase of the Shares held by RIG Micro Cap Fund, LP came from thats entity's funds. The total cost of the shares purchased by Mr. Rubin personally is $180,456.62. The total costs of the shares purchased by Rubin Investment Group, Inc. is $1,779,784. The total cost of the shares purchased by RIG Micro Cap Fund, LP is $66,477,79. The aggregate cost of the shares Mr. Rubin is deemed to beneficially own is $2,026,719. No borrowed funds were used to purchase the shares. Item 4. Purpose of Transaction (a) The Shares beneficially owned by the Reporting Person were acquired for investment purposes on behalf of Mr. Rubin, Rubin Investment Group, Inc. and RIG Micro Cap Fund, LP. The acquisition of the shares were made in the ordinary course of the Reporting Person's business or investment activities, as the case may be. (d) Mr. Dan Rubin has been appointed to the Issuer's Board of Directors and has been elected as the Chief Executive Officer of the Issuer. (e and g) The Issuer has approved an increase in its authorized common stock from 1,875,000 shares to 10,000,000 shares by shareholder vote on December 18, 2002. (j) Although he has no current plans to do so, the Reporting Person as a member of the Issuer's board of directors may also engage in: (1) The acquisition of additional Shares of the Issuer, or the disposition of Shares of the Issuer; (2) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (3) a sale or transfer of a material amount of assets of the Issuer; (4) 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 or to fill any existing vacancies on the board; (5) any material change in the present capitalization or dividend policy of the Issuer; (6) any other material change in the Issuer's business or corporate structure; (7) 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; (8) 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 on an inter-dealer quotation system of a registered national securities association; (9) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and/or (10) any action similar to those enumerated above. Any future decision of the Reporting Person to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other factors deemed relevant. Item 5. Interest in Securities of the Issuer For Dan Rubin: (a) As of the date hereof, Mr. Rubin may be deemed to be the beneficial owner of 3,538,416 Shares, constituting 83.1% of the 4,257,338 shares outstanding as of December 31, 2002, according to the Issuer's records. (b) As of the date hereof, Mr. Rubin may be deemed to have the sole power to vote or to direct the vote of the 52,665 Shares, and may be deemed to have the shared power to vote or to direct the vote of 3,538,416 Shares. (c) The trading dates, number of shares purchased and the price per share for all transactions in the Shares that may be deemed to be beneficially owned by Mr. Rubin and Rubin Investment Group, Inc.'s during the past sixty (60) days are set forth in Exhibit B. The 3,538,416 Shares were acquired for investment purposes. For Rubin Investment Group, Inc. (a) As of the date herof, Rubin Investment Group may be deemed to be the beneficial owner of 3,213,535 Shares, constituting 75.5% of the 4,257,338 Shares outstanding as of December 31, 2002, according to the Issuer's records. (b) As of the date hereof, Rubin Investment Group may be deemed to have the sole power to vote or to direct the vote of 3,213,535 Shares, and may be deemed to have the shared power to vote or to direct the vote of 3,538,416 Shares. (c) The trading dates, number of shares purchased and the price per share for all transactions in the Shares that may be deemed to be beneficially owned by Mr. Rubin and Rubin Investment Group, Inc. during the past sixty (60) days are set forth in Exhibit B. The 3,538,416 Shares were acquired for investment purposes. For RIG Micro Cap Fund, LP (a) As of the date hereof, RIG Micro Cap Fund, LP may be deemed to be the beneficial owner of 29,600 Shares, constituting less than 1% of the 4,257,338 Shares outstanding as of December 31, 2002, according to the Issuers's records. (b) As of the date hereof, RIG Micro Cap Fund, LP may be deemed to have the sole power to vote or to direct the vote of 29,600 Shares, and may be deemed to have the shared power to vote or to direct the vote of 3,538,416 Shares. (c) The trading dates, number of shares purchased and the price per share for all transactions in the Shares that may be deemed to be beneficially owned by Mr. Rubin and RIG Micro Cap Fund, LP and Rubin Investment Group, Inc. during the past sixty (60) days are set forth in Exhibit B. The 3,538,416 Shares were acquired for investment purposes. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 7. Material to Be Filed as Exhibits Exhibit A Agreement Exhibit B Trading Transactions in the Shares in the past 60 days Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 14, 2003 ----------------- (Date) /s/ Dan Rubin ----------------------- Dan Rubin Rubin Investment Group, Inc. /s/ Dan Rubin ---------------------------- By: Dan Rubin, Chairman and CEO RIG Micro Cap Fund, LP /s/ Dan Rubin --------------------------- By: Dan Rubin, General Partner Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) Exhibit A --------- AGREEMENT The undersigned agree that this Schedule 13D, Amendment 2, dated February 14, 2003 relating to the Common Stock, no par value of 1-800-ATTORNEY, INC. (ATTY) shall be filed on behalf of the undersigned. February 14, 2003 ----------------- (Date) /s/ Dan Rubin ----------------------- Dan Rubin Rubin Investment Group, Inc. /s/ Dan Rubin ---------------------------- By: Dan Rubin, Chairman and CEO RIG Micro Cap Fund, LP /s/ Dan Rubin ---------------------------- By: Dan Rubin, General Partner Exhibit B --------- Transactions in the Shares In the Last Sixty (60) Days

1-800 ATTORNEY INC SC 13D/A