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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES ACT OF 1934
Mother's Work, Inc.
(Name of Issuer)
Common Stock, $.01 par value
619903107
(CUSIP Number)
May 1, 1998
(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)
[X]Rule 13d-1(c)
[ ]Rule 13d-1 (d)
Page 1 of 8 Pages
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CUSIP No. 619903107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Foremark Investments Ltd.
Madeline Wong
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization: Foremark Investments, Ltd.
--British Virgin Islands; Madeline Wong--Canada.
Number of 5. Sole Voting Power: 217,365 shares
Shares Bene-
ficially 6. Shared Voting Power: None
Owned by Each
Reporting 7. Sole Dispositive Power: 217,365 shares
Person With:
8. Shared Dispositive Power: None
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
217,365 shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9): 6.1%
12. Type of Reporting Person (See Instructions)
Foremark Investments, Ltd.--CO
Madeline Wong--IN
Page 2 of 8 Pages
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CUSIP No. 619903107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John Charlton
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Citizenship or Place of Organization: John Charlton--United States of
America
Number of 5. Sole Voting Power: 42,000 shares
Shares Bene-
ficially 6. Shared Voting Power: None
Owned by Each
Reporting 7. Sole Dispositive Power: 42,000 shares
Person With:
8. Shared Dispositive Power: None
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
42,000 shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9): 1.2%
12. Type of Reporting Person (See Instructions)
John Charlton--IN
Page 3 of 8 Pages
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CUSIP No. 619903107
ITEM 1.
(a) Name of Issuer
Mother's Work, Inc.
(b) Address of Issuer's Principal Executive Offices
465 North 5th Street
Philadelphia, Pennsylvania 19123
ITEM 2.
(a) Name of Person Filing
Foremark Investments Ltd.
Madeline Wong
John Charlton
(b) Address of Principal Business Office or, if none, Residence
c/o Mr. John Charlton
Penthouse 1C
21 South End Avenue
New York, New York 10280
(c) Citizenship
Foremark Investments Ltd.--British Virgin Islands
Madeline Wong--Canada
John Charlton--United States of America
(d) Title of Class of Securities
Common Stock, $.01 par value
(e) CUSIP Number
619903107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
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CUSIP No. 619903107
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
section 240.13d-1(b)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with section 240.13d-1(b)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with
section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
<TABLE>
<CAPTION>
<S> <C>
(a) Amount beneficially owned:
Foremark Investments Ltd. and Madeline Wong
(who owns all of the voting and equity
securities of Foremark Investments Ltd., the
record owner of the shares subject of this
filing): 217,365 shares
John Charlton
(husband of Madeline Wong) 42,000 shares
(b) Percent of class:
Foremark Investments Ltd. and Madeline Wong 6.1%
John Charlton 1.2%
</TABLE>
Page 5 of 8 Pages
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CUSIP No. 619903107
<TABLE>
<CAPTION>
<S> <C>
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Foremark Investments Ltd. and Madeline Wong 217,365 shares
John Charlton 42,000 shares
(ii) Shared power to vote or direct the vote:
None
(iii) Sole power to dispose or to direct the disposition of:
Foremark Investments Ltd. and Madeline Wong 217,365 shares
John Charlton 42,000 shares
(iv) Shared power to dispose or to direct the disposition of:
None
</TABLE>
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following |_|.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
None.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
See Exhibit A.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
Page 6 of 8 Pages
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CUSIP No. 619903107
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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:
FOREMARK INVESTMENTS LTD.
By /s/ Madeline Wong
------------------------------------
Madeline Wong
Director
/s/ Madeline Wong
---------------------------------------
Madeline Wong
/s/ John Charlton
---------------------------------------
John Charlton
Page 7 of 8 Pages
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CUSIP No. 619903107
Exhibit A to Schedule 13G
This Schedule 13G is being filed by the following members of a group:
Foremark Investments Ltd. and Madeline Wong (Foremark Investments
Ltd. is the record owner of 217,365 shares; Madeline Wong is the
owner of all of the voting and equity securities of Foremark
Investments Ltd.)
John Charlton (John Charlton is the record owner of 42,000 shares and
is the husband of Madeline Wong)
Page 8 of 8 Pages
