UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)
Universal Security Instruments, Inc.
(Name of Issuer)
Common Stock, par value
(Title of Class of Securities)
______________________________________________
(CUSIP Number)
Reporting Person: Bruce Paul, One Hampton Road, Purchase, New York 10577
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 15, 1998
(Date of Event which Requires Filing of this Statement)
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (entities only)
Bruce Paul
2. Check the appropriate Box if a Member of a Group (see instructions)
a. [ ]
b. [ x ]
3. SEC Use Only
4. Source of Funds
PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(c)
N/A
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
Number of 129,400 shares constituting more than 10%
shares 8. Shared Voting Power
Beneficially 0
Owned by 9. Sole Dispositive Power
Each 129,400 shares constituting more than 10%
Reporting 10. Share Dispositive Power
Person 0
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person
129,400 shares constituting more than 10%
12. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See instructions)
[ ]
13. Percent of Class Represented by Amount in Row (9)
13.99%
14. Type of Reporting Person (See instructions)
IN
Item 1. Security and Issuer
Universal Security Instruments, Inc.
10324 So. Delfield Road
Ownings Mills, Maryland 21117
Item 2. Identity and Background
(a) Bruce Paul
(b) One Hampton Road
Purchase, New York 10577
(c) Private Investor
One Hampton Road
Purchase, New York 10577
(d) During the last five years, the Reporting Person was not
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors)
(e) During the last five years, the Reporting Person was not a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in his being subject to judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) United States
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds used to purchase the shares reflected on Schedule A was
derived from the personal funds of the reporting party. The aforementioned
purchases placed the reporting party in a position to require filing under
Schedule 13D. The attached schedule is a list of the reporting person's prior
transactions in the security.
Item 4. Purpose of Transaction
The purpose of the acquisition of the securities of the Issuer is solely for
investment purposes. The reporting person may acquire adidtional shares of
the securities of the Issuer subject to a continued analysis of the stock and
price considerations. The reporting person has no plans or proposals which
relate to or which would result in the following:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries.
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or terms
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure, including, but not limited to, if the Issuer is a
registered closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by section 13 of
the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) 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;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of these enumerated above.
Item 5. Interest in Securities of the Issuer
The aggregate number of shares owned on December 15, 1998, by the Reporting
Person is 129,400, representing 13.99% of the issued and outstanding $.001 par
value common stock of the Issuer. No other shares are beneficially owned or
controlled either directly or indirectly by the reporting person as to
transactions with the past 60 days. See item 3.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The Reporting Person has no contracts, arrangements, understandings or
relationships (legal or otherwise) among any other persons with respects to
any securities of the Issuer including but not limited to, transfer or voting
of any of the securities, finders fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
There are no exhibits required to be filed by the Reporting Person in
connection with this reporting.
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: December 15, 1998
______________________________
Bruce Paul
SCHEDULE A
UNIVERSAL SECURITY INSTRUMENTS, INC.
PURCHASER DATE NO. OF PRICE PER TOTAL
SHARE SHARE AMOUNT
Balance from previous Schedule A 305,500
Bruce Paul 11-26-97 22,000
.56 12,598.50
Bruce Paul 12-8-97 52,600 .52 27,881.50
Bruce Paul 2-3-98 (10,000)
.719 (7,184.00)
Bruce Paul 2-4-98 (3,000) .66 (1,983.00)
Bruce Paul 2-6-98 (4,000) .66 (2,641.00)
Bruce Paul 2-9-98 (1,500) .66 ( 991.00)
Total Shares: 361,600
1 for 4
reverse split
Total Shares: 90,400
*Jason Paul 6-24-98
2,000 1.37
2,753.00
Bruce Paul 7-10-98 3,000
1.30 3,903.50
Bruce Paul 9-1-98 5,000 .75 3,753.00
*Ryan Paul 9-16-98 5,000 .81 4,066.00
Bruce Paul 9-16-98 3,000 .081 2,441.00
Bruce Paul 9-29-98 10,000
.75 7,503.50
Bruce Paul 9-29-98 10,000
.75 7,503.50
*Ryan Paul 12-14-98 1,000 1.50 1,503.00
Total Shares: 129,400 (13.99%)
(Shares Outstanding 925,033)
**Bruce Paul, Custodian
