SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
JLM COUTURE, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
477427207
(Cusip Number)
Joseph L. Murphy, President
JLM Couture, Inc.
225 West 37th Street
New York, NY 10018
(212) 921-7058
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 6, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13D to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule
because of 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g),
check the following box [ ].
CUSIP No. 477427207
(1) Names of Reporting Persons
Joseph L. Murphy
I.R.S. Identification Nos. of Above Persons
(Entities Only)
(2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds (See Instructions) PF
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting
Person With-
(7) Sole Voting Power 651,964*
(8) Shared Voting Power 78,740
(9) Sole Dispositive Power 651,964*
(10) Shared Dispositive Power 78,740
(11) Aggregate Amount Beneficially Owned by Each Repor-
ting Person 730,704*
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
* Includes option to purchase 200,000 shares of Common Stock of the
Issuer (the "Shares") which are presently exercisable. Does not
include options to purchase an additional 100,000 Shares
which are not exercisable within 60 days.
(13) Percent of Class Represented by Amount in Row (11)
32.18%
(14) Type of Reporting Person (See Instructions) IN
Item 1. Security and Issuer.
The securities to which this statement relates is:
Common Stock, par value $.0002 (the "Common Stock").
The name and address of the issuer of the securities is:
JLM Couture, Inc., 225 West 37th Street, New York, NY
10018 (the "Company").
Item 2. Identity and Background.
(a) Joseph L. Murphy
(b) 225 West 37th Street, New York, NY 10018
(c) President of JLM Couture, Inc.
(d) No
(e) No
(f) USA
Item 3. Source and Amount of Funds or Other Consideration.
The consideration for the acquisition of 118,321 shares
of Common Stock (the "Shares") was $251,453 (the
"Purchase Price"). The purchase was financed by Mr.
Murphy borrowing the Purchase Price from a New York bank
and pledging all of the Shares as security for this
loan.*
Item 4. Purpose of Transaction.
The purpose of the transaction was to increase Mr.
Murphy's ownership in the Company. Items 4 (b)-(j) are
not applicable.
* The name of the bank has been omitted pursuant to Item 3 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock
beneficially owned by the reporting person is
703,704 or 32.18% of the outstanding shares of
Common Stock of the issuer.
(b) Mr. Murphy holds sole voting and dispositive power
of 651,964 the shares of Common Stock set forth in
Item 5(a) and shared voting power as to an
additional 78,740 shares of Common Stock.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.
The consideration for the acquisition of 118,321 shares
of Common Stock (the "Shares") was $251,453 (the
"Purchase Price"). The purchase was financed by Joseph
L. Murphy borrowing the Purchase Price from a New York
bank and pledging all of the Shares as security for this
loan.*
Item 7. Material to be Filed as Exhibits.
Exhibit No.
10 Pledge Agreement dated as of January ___, 2000 between
JLM Couture, Inc. and Joseph L. Murphy.
* The name of the bank has been omitted pursuant to Item 3 of
Schedule 13D.
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: March 20, 2000 s/Joseph L. Murphy
Joseph L. Murphy, President
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EXHIBIT 10
PLEDGE AGREEMENT
In consideration of advances, loans, extension of credit,
renewals, acquisition of notes and other instruments for payment of
money and any security documents relative thereto or security
agreements, conditional contracts of sale, chattel mortgages,
leases and other liens or security instruments or an interest or
participation therein, due or to become due, heretofore made to or
for account of JOSEPH MURPHY (hereinafter the "Pledgor") and/or now
or hereafter to be made directly, or indirectly, to or for the
account of or from Pledgor by [ ]
(hereinafter called "Bank") and/or the granting to or for the
account of Pledgor of such extensions, forbearances, releases of
collateral or other relinquishments of legal rights and/or
extending any other financial accommodation or benefit to Pledgor,
as Bank may deem advisable (the "Indebtedness"), the Pledgor hereby
absolutely and unconditionally pledges and delivers to the Bank and
grants to the Bank a security interest in the securities set forth
in Schedule A annexed hereto and any substitutions or replacements
and dividends thereof (hereinafter the "Pledged Securities").
1. The Pledgor hereby irrevocably appoints the Bank as his
attorney to arrange for the transfer of the Pledged Securities into
the name of the Bank's nominee and/or to place a stop transfer
notice on the Pledged Securities with any transfer agent, issuer,
registry or depository including but not limited to the Depository
Trust Company and/or Security Information Center.
2. The Pledgor hereby expressly authorizes the Bank from time
to time to accept from Pledgor additional marketable securities
which shall be deemed Pledged Securities and to record the
additions and deletions of the Pledged Securities on Schedule A.
In the event of any discrepancies between Schedule A and the
records of the Pledgor, Schedule A shall be controlling and
conclusive.
3. The Pledgor warrants and represents that (a) the Pledgor
is the owner of the Pledged Securities, (b) the Pledged Securities
are not subject to any claim secured or unsecured or any liens (c)
there are no restrictions upon the transfer of the Pledged
Securities, (d) the Pledgor has the right to pledge and transfer
the Pledged Securities free of any encumbrances and without
obtaining the consent of any other party.
4. During the term of this pledge and so long as the Pledgor
is not in default as set fourth in paragraph 5 all proceeds and
other amounts in cash received by the Bank (hereinafter "payments")
as a result of its ownership of the Pledged Securities shall be
credited to the Pledgor's account with the Bank. In the event of a
default as set forth in paragraph 5, the payments shall be applied
by the Bank in reduction of the Indebtedness pursuant to paragraph
5.
5. In the event that the Pledgor shall default in the
performance of any of the terms of this agreement, or any other
agreement, note or guaranty in favor of the Bank, the Bank shall
have the rights and remedies provided under the Uniform Commercial
Code in force in the State of New York and in this connection, the
Bank may, upon five (5) day's notice to the Pledgor and without
liability for any diminution in price which may have occurred, sell
all or part of the Pledged Securities in such manner and for such
price as the Bank may determine. At any bona fide public or private
sale the Bank shall be free to purchase all or any part of the
Pledged Securities. Out of the proceeds of any such sale the Bank
may retain an amount equal to the principal and interest then due
on the Indebtedness, plus the amount of costs and expenses related
to the sale, and shall pay any balance of such proceeds to the
Pledgor. In the event that the proceeds of any sale are
insufficient to repay in full the principal and interest of the
Indebtedness plus the costs and expenses related to the sale, the
Pledgor shall remain liable to the Bank for any deficiency.
6. The rights, obligations and remedies hereunder are
cumulative and in addition to those rights, obligations and
remedies set forth in any other agreement, instrument or document
between the Pledgor and the Bank.
IN WITNESS WHEREOF, the Pledgor has executed and delivered
this Agreement as of the ___ day of January, 2000.
s/Joseph L. Murphy
JOSEPH L. MURPHY
(Address)
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STATE OF )
: ss.:
COUNTY OF )
On the ___ day of _____________, 2000 before me personally
came Joseph Murphy to me known, who being by me duly sworn, did
depose and say that he resides at ______________________________
__________________; that he is the individual described in and who
executed the above Pledge Agreement; and that he signed his name
thereto.
Notary Public
<PAGE>
SCHEDULE A
SECURITIES NO. OF SHARES
JLM Couture, Inc. Certificate No.6126 83,331
JLM Couture, Inc. Certificate No.6129 35,000
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