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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
DECOR GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
Title of Class of Securities)
243592-30-0
- --------------------------------------------------------------------------------
(CUSIP Number)
Steven Morse, Esq., Lester Morse P.C.,
111 Great Neck Rd., Great Neck, NY 11021 (516-487-1446)
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
February 8, 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 |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are 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
("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).
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SCHEDULE 13D
_______________________ _______________________
CUSIP No. 243592-30-0 Page 2 of 5 Pages
_______________________ _______________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Skyes Corp. ID# 11-3269920
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
Not Applicable.
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
________________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 200,000
BENEFICIALLY |_____|__________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | |
PERSON WITH |_____|__________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 200,000
|_____|__________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| |
_______________|_____|__________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
_______________________ _______________________
CUSIP No. 243592-30-0 Page 3 of 5 Pages
_______________________ _______________________
Item 1. Security and Issuer
This statement relates to the Common Stock of Decor Group, Inc. (the
"Issuer"). The Issuer's executive office is located at 320 Washington Street,
Mt. Vernon, NY 10553.
Item 2. Identity and Background
Warren Schreiber - Control person of Skyes Corp.
----------------
(a) Warren Schreiber
(b) 64 Shelter Lane, Roslyn, New York 11577
(c) Consultant
(d) Not applicable.
(e) On September 7, 1995, the Market Surveillance Committee (now
and hereinafter referred to the Market Regulation Committee "MRC")
issued a decision in which Warren Schreiber was censured, fined
$100,000, barred from association with any NASD member in any
capacity, and assessed costs of $22,104.45. This decision, which
was appealed to the Securities and Exchange Commission (the
"Commission"), found that Mr. Schreiber (i) knowingly participated
at various times in the unregistered distribution of securities of
a company unrelated to the Issuer in violation of Article III,
Section 1 of the NASD's Rules of Fair Practice (now and hereafter
referred to as Conduct Rule 2110); (ii)) knowingly employed
manipulative and deceptive practices in connection with the
acquisition of securities to obtain control of a company unrelated
to the Issuer in violation of Conduct Rule 2110, Article III,
Section 18 of the Rules, Section 10(b) of the Securities Exchange
Act and Rule 10b-5 thereunder; (iii) recommended and effected the
purchase of stock of a company unrelated to the Issuer while in
possession of material, non-public information, in violation of
Conduct Rules 2110 and 2120, and Section 10(b) of the Exchange Act
and Rule 10b-5 thereunder; (iv) engaged in securities transactions
with or on behalf of customers without disclosing that Castleton,
Rhodes, Inc. (the "Firm") and the company unrelated to the Issuer
were under common control, in violation of Conduct Rule 2110 and
Article III, Section 13 of the Rules (now and hereinafter referred
to as Conduct Rule 2240, and (v) engaged in an improper
distribution of equity securities issued by an affiliate of the
Firm in violation of Conduct Rule 2110 and Schedule E of the
NASD's By-Laws (now and hereinafter referred to as Conduct Rule
2720). The Commission found that in its decision, the NASD's
market surveillance committee made generalized findings as to the
credibility of a key witness and Mr. Schreiber and that the MRC'S
decision did not, however, reflect whether the fact-finder
considered substantial evidence that contradicted these findings.
The Commission determined that it could not complete its review
function in this matter until the NASD has provided the Commission
with clarification of the basis of its credibility determinations.
The Commission's remand will permit the NASD to discuss explicitly
the record evidence bearing on witness credibility. In ordering
the remand the Commission expressed no view on the outcome of this
proceeding. The SEC ordered that the sanctions imposed by the NASD
be vacated and remanded the proceeding to the NASD.
(f) U.S.A.
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SCHEDULE 13D
_______________________ _______________________
CUSIP No. 243592-30-0 Page 4 of 5 Pages
_______________________ _______________________
Skyes Corp.
-----------
(a) Skyes Corp.
(b) 64 Shelter Lane, Roslyn, NY 11577
(c) Consultant
(d) Not applicable.
(e) Not applicable.
(f) Delaware
Item 3. Source and Amount of Funds or Other Consideration
Services Rendered.
Item 4. Purpose of Transactions
Except as described below, Skyes Corp. has no plans or proposals which
relate to or would result in the matters described in (a) - (j), it
being understood that the Skyes Corp. is not an inside person of the
Issuer and is not in possession of non-public information. Skyes Corp.
is aware that the Issuer intends to merger with Interiors, Inc., with
Interiors, Inc. as the surviving corporation.
The purpose of Skyes Corp. acquiring shares of Common Stock of the
Issuer is as described below:
The Issuer and Skyes Corp. entered into an agreement pursuant to which
Skyes Corp. is providing certain merger and acquisition consulting and
advisory services to the Issuer in connection with the Issuer's pending
merger with Interior's Inc. The acquisition of 200,000 shares of the
Issuer's Common Stock by Skyes Corp. was a fee received in connection
with the consulting agreement and services provided thereunder.
Item 5. Interest in Securities of the Issuer
(a) - (b) As of October 30, 1998, the Issuer has 1,959,171 shares of
Common Stock outstanding. Of the 1,959,171 shares of Common Stock,
200,000 are owned by Skyes Corp., which represents 10.2% of the
outstanding Common Stock. The Skyes Corp. has the sole right to vote
and right to dispose of such Common Stock.
Not applicable.
(d) - (e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Issuer
None, except for the fees paid in connection with the Issuer's
agreement with Skyes Corp.
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SCHEDULE 13D
_______________________ _______________________
CUSIP No. 243592-30-0 Page 5 of 5 Pages
_______________________ _______________________
Item 7. Materials to be filed as Exhibits
Agreement between Skyes Corp. and the Issuer.
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.
Dated: February 8, 1999
Reporting Person: Skyes Corp.
Signature By: /s/ Warren Schreiber
---------------------------------
Warren Schreiber, President
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