UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE SINGING MACHINE COMPANY, INC.
_________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $.01 per share
_________________________________________________________________
(Title of Class of Securities
829322304
____________________________
(CUSIP Number)
Stephen A. Springer
345 E. 57th St., Suite 8A
New York, New York 10022
(Phone: (212) 486-9734)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 2004
(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(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).
SCHEDULE 13D
CUSIP NO. 829322304
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Stephen A. Springer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
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
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 485,300
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
26,000
9. SOLE DISPOSITIVE POWER
485,300
10. SHARED DISPOSITIVE POWER
26,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
511,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.556%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 829322304
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Melanie A. Cissone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
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
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 14,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
14,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.152%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 829322304
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Ralph J. Cissone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
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
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 7,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
7,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.076%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 829322304
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Ashley A. Springer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
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
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 10,500
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
10,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.114%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 829322304
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Dillon K. Springer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
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
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 2,100
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
2,100
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.023%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 829322304
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Wendy Cissone Kazickas
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
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
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 4,400
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
4,400
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.048%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 829322304
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Target Capital Management
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
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
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
16,000
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
16,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.174%
14. TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
(a) Title and Class of Security:
The Singing Company, Inc. (the "Issuer")
Common Stock, Par Value $.01 per
share ("the Shares")
(b) Name of Issuer and Address of Issuer's Principal
Executive Offices:
The Singing Machine, Inc.
6601 Lyons Road, Building A-7
Coconut Creek, FL 33073
ITEM 2. IDENTITY AND BACKGROUND.
NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT BY THE
PERSONS LISTED BELOW (THE "REPORTING PERSONS") SHALL
NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT THE
REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE
ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE
A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF
THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER
THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY
IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL
INTEREST.
(1) (a) Stephen A. Springer
(b) 345 E. 57th St., New York, NY 10022
(c) Owner, Target Capital Management,
345 E. 57th St., Suite 8A, New York, NY 10022
(d) No
(e) No
(f) U.S.A.
(2) (a) Melanie A. Cissone
(b) 345 E. 57th St., New York, NY 10022
(c) homemaker
(d) No
(e) No
(f) U.S.A.
(3) (a) Ralph J. Cissone
(b) 860 4th St., Ocean City, NJ 08226
(c) Retired
(d) No
(e) No
(f) U.S.A.
(4) (a) Ashley A. Springer
(b) 46 East 92nd Street, PH, New York, NY 10128
(c) Actor
(d) No
(e) No
(f) U.S.A.
(5) (a) Dillon K. Springer
(b) 345 East 57th Street, New York, NY 10022
(c) Student
(d) No
(e) No
(f) U.S.A.
(6) (a) Wendy Cissone Kazickas
(b) 1724 Lookaway Court, New Hope, PA 18938
(c) Teacher
(d) No
(e) No
(f) U.S.A.
(7) Target Capital Management is a sole proprietorship,
formed by Stephen A. Springer, which provides investment
advice. The address of Target Capital Management is 345
E. 57th St., Suite 8A, New York, NY 10022.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The source of funds used by the Reporting Persons are personal
funds of each such person with respect to the purchases of such
person, except the source of funds used for the purchases by
Target Capital Management were personal funds of its client. The
Reporting Persons did not borrow any funds to acquire their
respective shares. The APPROXIMATE amount of funds paid for the
Shares by the Reporting Persons totals $469,000.
ITEM 4. PURPOSE OF TRANSACTION.
The Shares have been acquired by the Reporting Persons for
investment purposes. The Reporting Persons intend to continue to
evaluate their respective investments in the Shares. Each of the
Reporting Persons may make additional purchases or may sell the
Shares in open market or in private negotiated transactions. Any
such purchase or sale will depend upon their evaluation of their
respective investments, upon the amounts and prices of available
Shares, and upon other relevant circumstances.
The Reporting Persons do 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 Issuer or any of its
subsidiaries;
(b) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(c) 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;
(d) Any material change in the present capitalization or
dividend policy of the Issuer;
(e) Any other material change in the Issuer's business or
corporate structure;
(f) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(g) 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;
(h) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
(i) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons hereby report beneficial
ownership, in the manner hereinafter described, of
565,300 shares of the Issuer:
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
Stephen A. Springer 511,300(2) 5.556%
Melanie A. Cissone 14,000(3) 0.152%
Ralph J. Cissone 7,000(4) 0.076%
Ashley A. Springer 10,500(5) 0.114%
Dillon K. Springer 2,100(6) 0.023%
Wendy Cissone Kazickas 4,400(7) 0.048%
Target Capital Management 16,000(8) 0.174%
---------- -------
TOTAL 565,300 6.143%
(1) The foregoing percentages assume that the number of Shares
of the Issuer outstanding is 9,202,318 Shares (as
reported in the Issuer's Form 10-Q as of September 30,
2004).
(2) 479,900 of such shares are held in individual retirement
accounts for Stephen A. Springer. 9,000 of such shares
are held as co-trustee with A.K. Springer for Ashley A.
Springer. 10,000 of such shares are held as co-trustee
with A.K. Springer for Dillon K. Springer. 7,000 of such
shares are held as co-trustee with A.K. Springer for
Helena H. Springer. 4,300 of such shares are held as
custodian for Dillon K. Springer. 1,100 of such shares
are held as custodian for Helena H. Springer.
Note: Ashley A. Springer, Dillon K. Springer, and Helena
H. Springer are children of Stephen A. Springer. Melanie
A. Cissone is the spouse of Stephen A. Springer.
(3) 10,000 of such shares are held individually by Melanie A.
Cissone. 2,000 of such shares are held as custodian for
Corey Needham. 2,000 of such shares are held as
custodian for Alex Needham.
Note: Corey Needham and Alex Needham are children of
Melanie A. Cissone. Ralph J. Cissone is the father of
Melanie A. Cissone. Wendy Cissone Kazickas is a sister
of Melanie A. Cissone.
(4) Such shares are held in an individual retirement account
for Ralph J. Cissone.
(5) 6,000 of such shares are held individually by Ashley A.
Springer and 4,500 of such shares are held in a Roth IRA
for Ashley A. Springer.
(6) Such shares are held in a Roth IRA for Dillon K. Springer.
(7) 2,200 of such shares are held as custodian for Cole
Kazickas. 2,200 of such shares are held as custodian for
Gage Kazickas.
Note: Cole Kazickas and Gage Kazickas are children of
Wendy Cissone Kazickas.
(8) Shares are held by Target Capital Management for a client
of Target Capital Management. Such shares are included
in this Schedule D since Target Capital Management shares
voting and investment power (as defined in Rule 13d-3)
with respect to such shares.
(b) Stephen A. Springer has sole voting and dispositive power
with respect to 485,300 shares, determined as follows: 479,900
shares in IRA accounts; 4,300 shares held as custodian for Dillon
K. Springer; and 1,100 shares held as custodian for Helena H.
Springer.
Stephen A. Springer has shared voting and dispositive
power with respect to 26,000 shares, determined as follows:
9,000 shares held as co-trustee with A.K. Springer for Ashley A.
Springer; 10,000 shares held as co-trustee with A.K. Springer for
Dillon K. Springer; 7,000 shares held as co-trustee with A.K.
Springer for Helena H. Springer.
Melanie A. Cissone has sole voting and dispositive power
over her shares enumerated in paragraph (a).
Ralph J. Cissone has sole voting and dispositive power
over his shares enumerated in paragraph (a).
Ashley A. Springer has sole voting and dispositive power
over his shares enumerated in paragraph (a).
Dillon K. Springer has sole voting and dispositive power
over his shares enumerated in paragraph (a).
Wendy Cissone Kazickas has sole voting and dispositive
power over her shares enumerated in paragraph (a).
Target Capital Management has shared voting and
dispositive power over its shares enumerated in paragraph (a).
(c) The following purchase of the Shares were effected during
the past sixty days:
Price/Share (in
Dollars
Commissions not
Purchase In The Number of included)
Name Of Date Shares
Stephen A.
Springer,
Custodian for
Dillon K.
Springer 1/19/05 1,400 0.72
The transaction was effectuated through an open-market purchase.
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
not applicable
SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
DATED this 27th day of January, 2005.
S/Stephen A. Springer
Stephen A. Springer
S/Melanie A. Cissone
Melanie A. Cissone
S/Ralph J. Cissone
Ralph J. Cissone
S/Ashley A. Springer
Ashley A. Springer
S/Dillon K. Springer
Dillon K. Springer
S/Wendy Cissone Kazickas
Wendy Cissone Kazickas
TARGET CAPITAL MANAGEMENT
By: s/Stephen A. Springer
Stephen A. Springer