UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Algorhythm Technologies Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
015868 10 2
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(CUSIP Number)
David Bawarsky, 2121 W. Oakland Park Blvd. Ft. Lauderdale, FL 33311,
(954)735-2300
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 12, 1998
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(Date of Event which Requires the Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3)or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
The information required on the remainder of this cove 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 be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 015868 10 2 Page 2 of 4
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Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
David Bawarsky
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Check the Appropriate Box if a Member of a Group* (a) [ ]
2 (b) [ ]
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SEC Use Only
3
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Source of Funds*
4 OO, PF
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
5
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Citizenship or Place of Organization
6 U.S.
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Number of Sole Voting Power
Shares 7: 5,478,867 shares
Beneficially
Owned By Shared Voting Power
Each 8:
Reporting
Person Sole Dispositive Power
With 9: 5,478,867 shares
Shared Dispositive Power
10:
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Aggregate Amount Beneficially Owned By Each Reporting Person
11
5,478,867 shares
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Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
12
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Percent of Class Represented by Amount in Row (11)
13
42.58%
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Type of Reporting Person*
14 IN
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<PAGE>
page 3 of 3 pages
Item 1. Security and Issuer
Common Stock of Algorhythm Technologies Corporation, 5310 NW 33rd
Avenue, Suite 212, Ft. Lauderdale, FL 33309
Item 2. Identity and Background
a. David Bawarsky
b. 6184 Vista Linda Lane, Boca Raton, FL 33433
c. CEO and Secretary of Issuer; President of QuikLab Multimedia
Centers Inc., a Florida corporation, engaged in the business
of providing multimedia services, 2121 W. Oakland Park
Blvd. Ft. Lauderdale, FL 33311.
d. no
e. no
f. U.S.
Item 3. Source and Amount of Funds or Other Consideration
$2,191.88 of personal funds for purchases in open market listed in Item
5(c). Shares received from Jason Sherman were a gift. Shares received
from Telephonetics International Inc. ("Telephonetics") were in
consideration of Mr. Bawarsky severing his relationship with that
company.
Item 4. Purpose of Transaction
The shares were acquired for investment. The shares acquired from
Telephonetics gave Mr. Bawarsky direct control. Previously through his
relationship with Telephonetics, Mr. Bawarsky had indirect ownership
and shared voting and dispositive control of those shares. 2,300,000
shares were donated by Mr. Bawarsky to the Issuer for reissuance to
Andrew Smith in connection with the Issuer's acquisition of ADS
Advertising Corp. on November 7, 1997 thereby obviating the necessity
of the Issuer issuing shares that were not previously issued and
outstanding.
a. Additional securities may be purchased for investment.
b. no
c. no
d. no
e. no
f. no
g. no
h. no
i. no
j. no
<PAGE>
page 4 of 4 pages
Item 5. Interest in Securities of Issuer
a. 5,478,867 shares - 42.58%. This includes option to purchase
300,000 shares.
b. sole voting and dispositive power over 5,478,867 shares.
c. The following purchases were made in the open market: July 14,
1997 100 shares, 11/16; October 9, 1997 500 shares 9/32;
November 12, 1997 1000 shares $.25; November 24, 1997 1000
shares $.25; November 26, 1997 1000 shares $.25; December 1,
1997 100 shares $.25; December 5, 1997 1000 shares 3/16;
December 9, 1997 1000 shares $.20; December 16, 1997 500
shares $.20; December 18, 1997 1000 shares $.18; December 23,
1997 1000 shares $.18; December 31, 1997 1000 shares $.18;
January 14, 1998 1000 shares $.18.
On May 12, 1998 5,675,889 shares were obtained from
Telephonetics in consideration of Mr. Bawarsky severing his
relationship with Telephonetics.
On May 12, 1998 2,300,000 shares were donated to the Issuer
(see item 4).
On May 27, 1998 969,889 were received as a gift from Jason
Sherman.
d. not applicable
e. not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None
Item 7. Material To Be Filed As Exhibits
None
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: June 8, 1998
/s/David Bawarsky
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DAVID BAWARSKY
