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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001116502-02-001038.txt : 20020731
<SEC-HEADER>0001116502-02-001038.hdr.sgml : 20020731
<ACCEPTANCE-DATETIME>20020731162850
ACCESSION NUMBER:		0001116502-02-001038
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20020731

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/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-47906
		FILM NUMBER:		02716315

	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

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	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/A
<SEQUENCE>1
<FILENAME>sc13d-steele.txt
<DESCRIPTION>AMENDMENT NO. 1 TO FORM SC13D
<TEXT>
                      SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                ----------------

                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 1 )*


                       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)



- --------------------------------------------------------------------------------
             (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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).




<PAGE>

CUSIP No. 829322 30 4                     13D                Page 2 of 5 Pages


________________________________________________________________________________
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Edward Steele

________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [_]

________________________________________________________________________________
3    SEC USE ONLY



________________________________________________________________________________
4    SOURCE OF FUNDS*

     OO

________________________________________________________________________________
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

________________________________________________________________________________
               7    SOLE VOTING POWER

  NUMBER OF         1,005,636

   SHARES      _________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY
                    152,910
  OWNED BY
               _________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         1,005,636

   PERSON      _________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH
                    152,910

________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,158,546

________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                      [X]

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

     14.0%

________________________________________________________________________________
14   TYPE OF REPORTING PERSON*

     IN

________________________________________________________________________________
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>

CUSIP No. 829322 30 4                  13D                   Page 3 of 5 Pages


________________________________________________________________________________
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. Steele 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 June 14, 2002, Mr. Steele received a grant of options to acquire 30,000
shares of the Company's common stock at an exercise price of $14.30 per share.
These options are immediately exerciable and expire on June 13, 2007. On January
3, 2002, Eddie Steele exercised (a) options to acquire (1) 262,500 shares of the
Company's common stock at an exercise price of $.29 per share, (2) 45,000 shares
at an exercise price of $1.11 per share and (3)15,000 shares at an exercise
price of $2.04 per share and (b) warrants to acquire 12,000 shares at an
exercise price of $1.33 per share. On January 3, 2002, Eddie Steele gave 150,000
shares of the Company's common stock to his wife and 9,000 shares to certain
family, friends and relatives as gifts.

On September 28, 2001, Mr. Steele exercised options to acquire 262,500 shares of
the Company's common stock at an exercise price of $.29 per share and 7,500
shares at an exerice price of $2.04 per share. On August 15, 2001, Eddie Steele
received a grant of options to acquire 15,000 shares of the Company's common
stock at an exercise price of $4.23 per share. On June 9, 2001, Eddie Steele
sold 33,000 shares of the Company's common stock at exercise prices ranging from
$3.71to $3.91 per share.

________________________________________________________________________________
Item 4.  Purpose of Transaction.

Mr. Steele acquired his shares of the Company's common stock for investment
purposes. Mr. Steele does not have any current plans to sell his shares, except
depending on general economic conditions and his financial planning strategy,
Mr. Steele may increase, continue to hold or dispose of shares of the Company's
common stock or other securities of the Company. Mr. Steele does not have any
present plans or proposals which relate to or would result in: (A) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Singing Machine, (B) a sale or transfer of a material
amount of assets of the Singing Machine, (C) any change in the present board of
directors or management of the Singing Machine, including plans or proposals to
change the number or term of directors or to fill any existing vacancies on the

<PAGE>
CUSIP No. 829322 30 4                  13D                   Page 4 of 5 Pages

board, (D) any material change in the present capitalization or dividend policy
of the Singing Machine, (E) any other material change in the Singing Machine's
business or corporate structure, (F) any changes in the Singing Machine's
charter, by-laws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Singing Machine by any person, (G) a
class of securities of the Singing Machines 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, (H) a class of
equity securities of the Singing Machine becoming eligible for termination of
registration pursuant to Section 12(g) (4) of the Securities Exchange Acts of
1934, (I) the acquisition by any person of additional securities of the Singing
Machine or the disposition of the Singing Machine's securities or (J) any action
similar to any of those enumerated above.

________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.

(a)      Mr. Steele is deemed to beneficially own 1,158,546 shares of the
         Singing Machine's common stock, representing approximately 14.0% of
         Singing Machine's issued and outstanding common stock (based on
         8,134,701 shares outstanding on July 29, 2002). This total includes
         814,386 shares held directly by Mr. Steele, options to purchase 191,250
         shares of the Singing Machine's common stock, currently exercisable
         within sixty (60) days of July 29, 2002, and 152,910 shares held by Mr.
         Steele's wife. Mr. Steele disclaims beneficial ownership of any shares
         of the Company's common stock held by his wife.

(b)      Mr. Steele has the sole power to vote and to dispose of the 1,005,636
         shares beneficially owed by him and shares voting and dispositive power
         over the 152,910 shares held by his wife.

(c)      During the past sixty (60) days from July 29, 2002 Mr. Steele has not
         effected any transactions in the Singing Machine's common stock.

(d)      Not applicable.

(e)      Not applicable.

________________________________________________________________________________
Item 6. 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. Steele is a party or is subject.

________________________________________________________________________________
Item 7.  Material to be Filed as Exhibits.

Not Applicable

________________________________________________________________________________

<PAGE>
CUSIP No. 829322 30 4                  13D                   Page 5 of 5 Pages

                                   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: July 29, 2002                                /s/Edward Steele
                                                   ----------------
                                                      Edward Steele




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