SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. ) (1)
Happy Kids Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
411391 10 5
- --------------------------------------------------------------------------------
(CUSIP Number)
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
- --------------------
(1) 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 the disclosure 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 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).
<PAGE>
- ------------------------------- ---------------------------------
CUSIP No. 411391 10 5 13G Page 2 of 5 Pages
------------ -- -
- ------------------------------- ---------------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark Jack Benun
- ------------------------------- ---------------------------------
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -------------------------------
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER None
SHARES ---------
------------------------------------------------------------
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER None
---------
------------------------------------------------------------
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 3,293,750
---------
------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER None
---------
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,293,750
---------
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 32.0%
-----
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON* IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
The issuer of the securities to which this statement relates is Happy
Kids Inc., a New York corporation.
Item 1(b). Address of Issuer's Principal Executive Offices:
The issuer's principal executive offices are located at 100 West
33rd Street, #1100, New York, New York 10001.
Item 2(a). Name of Person Filing:
The person filing is Mark Jack Benun.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business office is 100 West 33rd Street, #1100, New York,
New York 10001.
Item 2(c). Citizenship:
The citizenship is U.S.A.
Item 2(d). Title of Class of Securities:
The title of the class of securities is common stock, $0.01 par value.
Item 2(e). CUSIP Number:
The CUSIP number is 411391 10 5.
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
Selection of a filing category pursuant to Rules 13d-1(b), or 13d-2(b)
or (c) is not applicable.
If this statement is filed pursuant to Rule 13d-1(c), check this box.
|_|
Item 4. Ownership.
(a) The number of shares beneficially owned by Mark Jack Benun
is 3,293,750.
(b) The percent of the class held by Mark Jack Benun is 32.0%.
(c)(i) Pursuant to a Voting Agreement dated January 1, 1998, Jack
Benun, Mark Benun's father, has the sole power to vote or to
direct the vote of all such 3,293,750 shares during Jack
Benun's lifetime.
(ii) The shared power to vote or to direct the vote of shares is
not applicable.
(iii) Mark Benun has the sole power to dispose or to direct the
disposition of all such 3,293,750 shares.
(iv) The shared power to dispose or to direct the disposition of
shares is not applicable.
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class.
The ownership of five percent or less of a class is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The ownership of more than five percent on behalf of another person is
not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
The identification and classification of the subsidiary which acquired
the security being reported on by the parent holding company is not
applicable.
Item 8. Identification and Classification of Members of the Group.
The identification and classification of members of the group is not
applicable.
Item 9. Notice of Dissolution of Group.
The notice of dissolution of a group is not applicable.
Item 10.Certifications.
The certifications regarding Rule 13d-1(b) and Rule 13d-1(c) are not
applicable.
<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 9, 1999 /s/ Mark Benun
--------------------------------
Mark Benun (Stockholder)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
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 for whom copies are to be sent).
Attention. Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
