Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
__)
THE
SINGING MACHINE COMPANY, INC.
(Name
of Issuer)
Common Stock, $0.01 Par
Value
(Title of
Class of Securities)
829322304
(CUSIP
Number)
Gary
Atkinson, Esq.
General
Counsel
The
Singing Machine Company, Inc.
6601
Lyons Road, Bldg. A-7, Coconut Creek FL
Telephone:
954-596-1000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July 25,
2006
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. o
NOTE: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 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).
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
Page 1 of
6
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CUSIP
No. 829322304
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Schedule
13D
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Page
2 of 6
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1
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NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only):
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koncepts
International Limited
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(a)
o
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|||||||
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3
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SEC
USE ONLY
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||||||||
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4
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SOURCE
OF FUNDS (See Instructions)
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WC,
OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)<
/font>
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o
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|||||||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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||||||||
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Hong
Kong, China
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7
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SOLE
VOTING POWER
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|||||||
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21,182,679
(including 2,500,000 currently exercisable warrants to purchase common
stock)
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8
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SHARED
VOTING POWER
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||||||||
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0
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|||||||||
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9
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SOLE
DISPOSITIVE POWER
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||||||||
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21,182,679
(including 2,500,000 currently exercisable warrants to purchase common
stock)
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|||||||||
|
10
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SHARED
DISPOSITIVE POWER
|
||||||||
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0
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|||||||||
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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21,182,679
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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o | |||||||
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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53.0%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
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CO
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Page 2 of
6
Item
1. SECURITY AND ISSUER.
The title
of the class of equity securities to which this statement on Schedule 13D (the
“Statement”) relates is the Common Stock, par value $0.01 per share, issued by
The Singing Machine Company, Inc., a Delaware corporation (the
"Company").
The
address of the principal executive office of the Company is 6601 Lyons Road,
Bldg. A-7, Coconut Creek, Florida 33073.
Item
2. IDENTITY AND BACKGROUND.
Item 2(a). The person
filing this Statement is koncepts International Limited (“koncepts”) also
referred to as the “Reporting Person.”
The
shareholders of the Reporting Person are Starlight Video Ltd. and Starlight
Industrial Holdings Ltd., also referred to as the “Controlling
Shareholders.”
The name
of each director and each executive officer of the Reporting Person is set forth
below:
Lau Sak
Hong, Philip
Lau Sak
Kai, Anthony
Lau Sak
Yuk, Andy
Lau Yat
Sun, Kevin
The name
of each director and each executive officer of Starlight Industrial Holdings,
Ltd. is set forth below:
Mr Lau
Sak Hong, Philip
Lau Sak
Kai, Anthony
Lau Sak
Yuk, Andy
Hon
Sheung Tin, Peter
The name
of each director and each executive officer of Starlight Video, Ltd. is set
forth below:
Mr Lau
Sak Hong, Philip
Lau Sak
Kai, Anthony
Lau Sak
Yuk, Andy
Lau Yat
Tung
Lau Shek
Hung
Item
2(b).
The
Reporting Person’s principal place of business is located at 5/F Shing Dao
Industrial Bldg, 232 Aberdeen Main Road, Aberdeen China. The principal business
address of all other persons named in Item 2(a) above is 5/F Shing Dao
Industrial Bldg, 232 Aberdeen Main Road, Aberdeen China for purposes of this
Statement.
Item
2(c).
The
Reporting Person is an investment holding company and is organized in Hong Kong,
China. The person named in Item 2(a) above, Mr. Lau Sak Hong, Philip
is the Chairman of the Reporting Person. He is a citizen of Hong Kong,
China.
The
Controlling Shareholders are principally involved in the design, manufacture,
and sale of consumer electronics products. Each Controlling
Shareholder is a 50% owner of the Reporting Person. The Controlling Shareholders
are each organized in Hong Kong.
Page 3 of
6
The other
persons named in Item 2(a) above, Messrs. Lau Sak Hong, Lau Sak Kai, Lau Sak
Yuk, Lau Yat Sun Kevin, Hong Sheung Tin, Lau Yat Tung, and Lau Shek Hung are
each directors of the Controlling Shareholders. Each is a citizen of Hong Kong,
China.
Item
2(d)-(e).
During
the last five years, neither the Reporting Person nor, to the knowledge of the
Reporting Person, any other person named in Item 2(a) above, has been convicted
in criminal proceedings (excluding traffic violations or similar misdemeanors)
or been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which was or is subject to any 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.
Item
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 25, 2006, the Reporting Person
acquired 12,875,536 shares of Common Stock and three Common Stock purchase
warrants to purchase an aggregate of 5,000,000 shares of Common Stock pursuant
to a securities purchase agreement for an aggregate purchase price of $3,000,000 in cash. On or
about April 16, 2007, the Reporting Person exercised warrants and acquired
2,500,000 shares of Common Stock of the Company in consideration for $582,500 in
cash. The source of the funds used to acquire the securities was
working capital. Pursuant to a stock purchase agreement, on September 28, 2007,
the Reporting Person purchased 857,143 shares of Common Stock in consideration
for the settlement of certain trade payables in the amount of
$300,000. Pursuant to a stock purchase agreement dated March 25,
2009, by and between the Reporting Person and the Company, the Reporting Person
agreed to purchase an additional 2,450,000
shares of Common Stock, at approximately $.10 per share, in consideration
for the settlement of certain trade payables of the Company in the amount of
$245,000. The transaction was consummated on or about April 23,
2009.
Item
4. PURPOSE OF TRANSACTION.
The
series of transactions pursuant to which the Reporting Person acquired the
shares of Common Stock of the Company were consummated in-part with cash with
the remainder as settlement of trade payables of the Company by issuance to the
Reporting Person of the shares of Common Stock.
The
Reporting Person acquired the securities of the Company described in Item 3 of
this Statement for investment purposes. The Reporting Person reserves
the right to purchase additional securities of the Company, to sell all or some
of the securities beneficially owned by it, or to otherwise trade in the
securities, in open market or private transactions. Except as
described herein, the Reporting Person has no plans or proposals currently which
relate to or would result in the activities described in clauses (a) through (j)
of Item 4 of Schedule 13D promulgated under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
Item
5. INTEREST IN SECURITIES OF THE ISSUER.
The
Reporting Person beneficially owns an aggregate of 21,182,679 shares of Common
Stock, which is the class of securities identified pursuant to Item 1 above.
Pursuant to Rule 13d-3(d)(1) of the Exchange Act, the above number and other
references herein to the number of shares of Common Stock the Reporting Person
beneficially owns generally includes 2,500,000 shares of Common Stock of the
Company underlying currently exercisable warrants. As of the date of
this Statement, 37,449,423 shares of Common Stock of the Company were
outstanding.
Accordingly,
the Reporting Person beneficially owns approximately 53.0% of the Company's
outstanding Common Stock (which includes a warrant currently exercisable into
2,500,000 shares of Common Stock).
The
Reporting Person has sole power to vote or direct the vote of, and sole power to
dispose or direct the disposition of 21,182,679 shares of Common Stock. No
shares are held with shared voting or dispositive power.
Page 4 of
6
Pursuant
to a stock purchase agreement dated March 25, 2009, by and between the Reporting
Person and the Company, the Reporting Person agreed to purchase an additional
2,450,000
shares of Common Stock, at approximately $.10 per share, in consideration
for the settlement of certain trade payables of the Company. The
transaction was consummated on or about April 23, 2009.
Item
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not
applicable
Item
7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 5 of
6
SIGNATURES
After
reasonable inquiry and to the best of the undersigned's knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
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koncepts
International Limited
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Dated:
May 22, 2009
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/s/
Philip Lau
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Print
Name: Philip Lau
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Title:
Chairman
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The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of this filing person), evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name
of and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION:
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 6 of
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