SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 19341
Compu-DAWN, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
20476A 10 0
- --------------------------------------------------------------------------------
(CUSIP Number)
- --------
1The 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 the disclosures provided in a prior cover page.
The information required in 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 to all other provisions of the Act (however, see the Notes).
<PAGE>
CUSIP NO. 20476A 10 0 Page 2 of 6 Pages
----------- --- ---
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY)
Mark Honigsfeld
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) o
(b) o
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
723,200
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
723,200
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
723,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.7%
<PAGE>
- ---------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------- --------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer:
Compu-DAWN, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
77 Spruce Street
Cedarhurst, New York, 11516
Item 2(a) Name of Person Filing:
Mark Honigsfeld
Item 2(b) Address of Principal Business Office or, if none, Residence:
77 Spruce Street
Cedarhurst, New York, 11516
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Common Shares, par value $.01 per share
Item 2(e) CUSIP Number:
20476A 10 0
Item 3 This statement is not filed pursuant to Rule 13d-1(b) or 13d-2(b).
Item 4(a) Amount Beneficially Owned as of December 31, 1997:
723,200 (including 100,000 shares issuable upon the exercise of options
which are currently exercisable). Includes 423,200 shares held by the
Mark Honigsfeld Revocable Living Trust (the "Honigsfeld Trust") dated
March 27, 1996 whose sole beneficiary is Mr. Honigsfeld's wife. Mr.
Honigsfeld, the settlor and trustee of the Honigsfeld Trust, has the
right to terminate the Honigsfeld Trust and receive the shares. Also
includes 200,000 shares held by the Mardee Charity Fund Foundation, of
which Mr. Honigsfeld is the trustee.
Item 4(b) Percent of Class:
24.7%
<PAGE>
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 723,200
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of: 723,200
(iv) shared power to dispose or to direct the disposition of: -0-
Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Reference is made to Item 4(a) hereof.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Inapplicable.
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
Inapplicable.
<PAGE>
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.
February 13, 1998
Date
/s/ Mark Honigsfeld
Signature
Mark Honigsfeld
Name
<PAGE>
