SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MOORE HOWARD

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SINGING MACHINE CO INC [ SMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2002

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/13/2003

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/11/2003		P		1,500	A	5.9	275,977	I	-⁽¹⁾
Common Stock	03/11/2003		P		2,000	A	5.96	277,977	I	-⁽¹⁾
Common Stock	03/11/2003		P		2,300	A	5.98	280,277	I	-⁽¹⁾
Common Stock	03/11/2003		P		2,000	A	5.99	282,277	I	-⁽¹⁾
Common Stock	03/11/2003		P		3,200	A	6	285,477	I	-⁽¹⁾
Common Stock	03/11/2003		P		1,000	A	5.98	286,477	I	-⁽¹⁾
Common Stock	03/11/2003		P		8,000	A	6.1	294,477	I	-⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	11.09	06/02/2002		A		10,000		09/11/2002	09/11/2007	Common Stock	10,000	$0⁽³⁾	10,000	D
Stock Option	0⁽²⁾	06/02/2002		A		20,000		08/08/1998⁽²⁾	08/08/1998⁽²⁾	Common Stock	20,000	$0⁽³⁾	20,000	D

Explanation of Responses:

1. Shares are owned by a living trust, pension plan and insurance trust benefiting Mr. Moore.

2. These stock options have not vested yet. 10,000 of these options will vest on the day before the Year 2004 Shareholders' Meeting at an exercise price equal to the fair market value of the Singing Machine's common stock on the day before the Year 2004 Shareholder's Meeting. They will be immediately exercisable for a period of 5 years after the vesting date. The remaining 10,000 options will vest on the day before the Year 2005 Shareholder's Meeting at an exercise price equal to the fair market value of the Singing Machine's common stock on the day before the Year 2005 Shareholder's Meeting. These options will be immediately exercisable for a period of 5 years after the vesting date.

3. Effective as of July 2, 2002, the Singing Machine granted each of its three outside directors options to purchase 30,000 shares of the Singing Machine's common stock, with 10,000 options vesting each year on the date before the Singing Machine's annual shareholder's meeting.

	/s/ Howard Moore	07/10/2003
	** Signature of Reporting Person	Date
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