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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001116502-01-500495.txt : 20010521
<SEC-HEADER>0001116502-01-500495.hdr.sgml : 20010521
ACCESSION NUMBER:		0001116502-01-500495
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20010518

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SINGING MACHINE CO INC
		CENTRAL INDEX KEY:			0000923601
		STANDARD INDUSTRIAL CLASSIFICATION:	PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652]
		IRS NUMBER:				953795478
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		
		SEC FILE NUMBER:	005-48733
		FILM NUMBER:		1643172

	BUSINESS ADDRESS:	
		STREET 1:		6601 LYONS ROAD
		STREET 2:		BLDG A-7
		CITY:			COCONUT CREEK
		STATE:			FL
		ZIP:			33073
		BUSINESS PHONE:		9545961000

	MAIL ADDRESS:	
		STREET 1:		6601 LYONS ROAD BLDG
		CITY:			COCONUT CREEK
		STATE:			FL
		ZIP:			33073

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STEELE EDWARD
		CENTRAL INDEX KEY:			0000939282
		STANDARD INDUSTRIAL CLASSIFICATION:	 []

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		C/O SINGING MACHINE CO INC
		STREET 2:		6601 LYONS ROAD, BUILDING A-7
		CITY:			COCONUT CREEK
		STATE:			FL
		ZIP:			33073
		BUSINESS PHONE:		9545961000
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>steele-sc13d.txt
<DESCRIPTION>SCHEDULE 13D
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                            (Amendment No. _______)*

                        The Singing Machine Company, Inc.
                        ---------------------------------
                                (Name of Issuer)

                                  Common Stock
                                  ------------
                         (Title of Class of Securities)


                                   829322 30 4
                                  ------------
                                 (CUSIP Number)

                                  Edward Steele
                        The Singing Machine Company, Inc.
                           6601 Lyons Road, Bldg. A-7
                             Coconut Creek, FL 30373
                             -----------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                  June 28, 1999
                                  -------------
             (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: Schedules filed in paper formal shall included a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).

                                                         1

<PAGE>



                                  SCHEDULE 13D


CUSIP No.829322 30 4                                          Page 2 of 10 Pages
- --------------------------------------------------------------------------------
   1     NAME OF REPORTING PERSON
         S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON

         Edward Steele
- --------------------------------------------------------------------------------
   2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a)  |_|
                                                                        (b)  |_|
- --------------------------------------------------------------------------------
   3     SEC USE ONLY

- --------------------------------------------------------------------------------
   4     SOURCE OF FUNDS*
         00
- --------------------------------------------------------------------------------
   5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) OR 2(e)                                      |_|

- --------------------------------------------------------------------------------
   6     CITIZENSHIP OR PLACE OF ORGANIZATION

         United States of America
- --------------------------------------------------------------------------------
    NUMBER OF          7     SOLE VOTING POWER

      SHARES                 664,924
                      ----------------------------------------------------------
   BENEFICIALLY        8     SHARED VOTING POWER

     OWNED BY                0
                      ----------------------------------------------------------
       EACH            9     SOLE DISPOSITIVE POWER

    REPORTING                664,924
                      ----------------------------------------------------------
      PERSON          10     SHARED DISPOSITIVE POWER

       WITH                    0
- --------------------------------------------------------------------------------
  11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         664,924
- --------------------------------------------------------------------------------
  12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*

- --------------------------------------------------------------------------------
  13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         14.0%
- --------------------------------------------------------------------------------
  14     TYPE OF REPORTING PERSON*

         IN
- --------------------------------------------------------------------------------

                                        2

<PAGE>


Item 1.  Security and Issuer

         This statement relates to the common stock of The Singing Machine
Company, Inc. (the "Singing Machine" or the "Company"). The principal executive
offices of The Singing Machine are located at 6601 Lyons Road, Bldg. A-7,
Coconut Creek, Florida 33073.

Item 2.  Identity and Background

         This Schedule is being filed by Edward Steele, the Chief Executive
Officer and Director of the Singing Machine. The business address for Mr. Steele
is 6601 Lyons Road, Bldg. A-7, Coconut Creek, Florida 33073. During the last
five years, Mr. Klecha has not been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) 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
violations of any such laws.

Item 3.  Source and Amount of Funds or Other Consideration

         On May 12, 1999, Mr. Steele purchased 2 units from the Singing Machine
in a private offering. The purchase price for each unit was $27,500. Each unit
consisted of 20,000 shares of the Singing Machine's preferred stock and 4,000
warrants with an exercise price of $2.00 per share. Each share of preferred
stock could be converted into one share of the Singing Machine's common stock at
any time after issuance. Each shares of preferred stock automatically converted
into one (1) share of the Singing Machine's common stock on April 1, 2000. Each
warrant was exercisable at any time after issuance and expires on April 1, 2001.

         Mr. Steele received a loan from the Singing Machine to purchase 2 units
for $55,000. The note bears interest at the rate of 9% per annum and matured on
June 30, 2000, which note was extended until June 28, 2001. Interest has been
paid on the note through June 28, 2000. The note is secured by the securities
comprising the private placement units..

         On June 28, 1999, the Singing Machine issued 200,000 shares of its
common stock to Mr. Steele in consideration for his personal guaranty of the
Singing Machine's credit facilities with EPK Financial.

         On December 9, 1998, Mr. Steele received an option to purchase 350,000
shares of the Company's common stock at an exercise price of $.43 per share.
Fifty percent of these options were exercisable on December 9, 1999 and 50% were
exercisable on December 9, 2000. These options expire on December 9, 2003. On
June 25, 1999, Mr. Steele received an option to purchase 30,000 shares of the
Company's common stock at an exercise price of $1.66 per share. Half of these
options vested on August 1, 1999 and half on December 1, 1999. All of these
options expire on June 25, 2004. In September 2000, Mr. Steele received an
option to purchase 200,000 shares of the Singing Machine's common stock at an
exercise price of $3.06 per share. Half of these options vest on

                                        3

<PAGE>



December 1, 2001 and half on December 1, 2002. The options all expire on
December 1, 2006. On September 25, 2001, Mr. Steele received an option to
purchase 10,000 shares of the Singing Machine's common stock at an exercise
price of $3.06 per share. These options are immediately exercisable and expire
on September 5, 2006.

Item 4.  Purpose of Transaction

         Mr. Steele acquired the securities for investment purposes. Except as
described in the preceding paragraphs, Mr. Steele does not have any present
plans or proposals which relate to or would result in: (a) the acquisition by
any person of additional securities of Singing Machine or the disposition of
securities of Singing Machine, (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving Singing Machine, (c) a
sale or transfer of a material amount of assets of Singing Machine, (d) any
change in the present board of directors or management of Singing Machine,
including plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board, (e) any material change in the present
capitalization or dividend policy of Singing Machine, (f) any other material
change in Singing Machine's business or corporate structure, (g) any changes in
Singing Machine's charter, by-laws or instruments corresponding thereto or other
actions which may impede the acquisition of control of Singing Machine by any
person, (h) a class of securities of Singing Machine's to be delisted from a
national securities exchange or cease being authorized to be quoted in an
inter-dealer quotation system of registered national securities association, (i)
a class of equity securities of Singing Machine becoming eligible for
termination of registration pursuant to Section 12(g) (4) of the Securities
Exchange Acts of 1934 or (j) any action similar to any of those enumerated
above.

Item 4.  Interest in Securities of the Issuer

         (a)     Mr. Steele is deemed to beneficially own 664,924 shares of the
                 Singing Machine's common stock, representing approximately 14%
                 of Singing Machine's issued and outstanding common stock
                 (based on 4,362,920 shares outstanding on May 16, 2001). This
                 total includes 266,924 shares held directly by Mr. Steele,
                 options to purchase 390,000 shares of the Singing Machine's
                 common stock, currently exercisable, and warrants to purchase
                 8,000 shares at a purchase price of $2.00 per share.

         (b)     Mr. Steele has the sole power to vote or to direct the vote
                 and to dispose and to direct the disposition of the 664,924
                 shares beneficially owed by him.

         (c)     During the past sixty (60) days from May 16, 2001, Mr. Steele
                 has not effected any transactions in the Singing Machine's
                 common stock. On March 19, 1999, Mr. Steele purchased 18,000
                 shares in the open market at a price of $.50 per share; on
                 April 19, 1999, Mr. Steele purchased 21,468 shares in the open
                 market at a price of $.20 per share; on March 30, 2000 Mr.
                 Steele purchased 10,000 shares in the open market at a price
                 of $4.31 per share; on August 2, 2000, Mr. Steele purchased
                 200 shares in the open market at a price of $2.97 per share;
                 on November 9, 2000, Mr. Steele purchased 100 share in the
                 open market at a price of $4.75 per share; on

                                        4

<PAGE>


                  December 1, 2000, Mr. Steele purchased 100 shares in the open
                  market at a price of $4.00 per share; and on December 19,
                  2000, Mr. Steele purchased 100 shares in the open market at a
                  price of $3.94 per share. In April 2000, Mr. Steele sold
                  12,500 shares in the open market at a price of $5.00 per
                  share; in April 2000, Mr. Steele sold 14,000 shares in the
                  open market at a price of $4.50 per share; in October 2000,
                  Mr. Steele sold 7,000 shares in the open market at a price of
                  $4.27 per share and 3,000 shares at $4.00 per share;

         (d)      Not applicable.

         (e)      Not applicable.

Item 5.    Contracts, Arrangements, Understandings or Relationships with
           Respect to Securities of the Issuer

         Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) with respect to any
securities of Singing Machine to which Mr. Klecha is a party or is subject.

Item 7.  Materials to be filed as Exhibits

         Not Applicable.

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.



Date: May 16, 2001                                            /s/ Edward Steele
                                                              -----------------
                                                              Edward Steele



                                        5
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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