FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Stingray Group Inc.		 2. Issuer Name and Ticker or Trading Symbol

SINGING MACHINE CO INC [ SMDM ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

730 WELLINGTON STREET		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/24/2022
(Street)

MONTREAL, A8 H3C 1T4		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
 

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value per share ("Common Shares") 5/24/2022  A  100,000 A$4 (1)322,223 D (1)(2)(3)(4) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) On May 24, 2022, Stingray Group Inc., a Canadian corporation ("Stingray"), purchased from the Issuer 100,000 Common Shares at a purchase price of $4.00 per Common Share in connection with the Issuer's registered public offering.
(2) In addition to Stingray, this Form 4 is being jointly filed by Eric Boyko, a Canadian citizen ("Boyko"). As of May 1, 2022, Boyko, indirectly, controlled approximately 57.45% of the combined voting power of Stingray's outstanding shares.
(3) After giving effect to the transactions reported on this Form 4, Stingray directly beneficially owns 322,223 Common Shares and 222,223 warrants to purchase Common Shares ("Warrants"). Boyko indirectly beneficially owns 322,223 Common Shares (excluding Warrants). The amounts herein reflect a 1-for-30 reverse stock split effected by the Issuer with respect to the Common Shares.
(4) Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Boyko disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

Remarks:
Exhibit 99.1 (Joint Filer Information) incorporated herein by reference.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Stingray Group Inc.
730 WELLINGTON STREET
MONTREAL, A8 H3C 1T4
X

Boyko Eric
730 WELLINGTON STREET
MONTREAL, A8 H3C 1T4
X
Signatures
By: /s/ Eric Boyko Name: Eric Boyko Title: President and Chief Executive Officer5/25/2022
**Signature of Reporting PersonDate

By: /s/ ERIC BOYKO ERIC BOYKO5/25/2022
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer: Stingray Group Inc.
   
Address of Joint Filer: 730 Wellington Street, Montréal, Quebec H3C 1T4
   
Relationship of Joint Filer to Issuer: 10% Beneficial Owner
   
Issuer Name and Ticker or Trading Symbol: SINGING MACHINE COMPANY, INC. [SMDM]
   
Date of Event Requiring Statement: May 24, 2022
   
Designated Filer: Stingray Group Inc.
   
Signature:  

 

STINGRAY GROUP INC. 
   
By:/s/ Eric Boyko 
Name: Eric Boyko 
Title: President and Chief Executive Officer 
  
Date: May 25, 2022 

 

 

 

 

 

Name of Joint Filer: Eric Boyko
   
Address of Joint Filer: 730 Wellington Street, Montréal, Quebec H3C 1T4
   
Relationship of Joint Filer to Issuer: 10% Beneficial Owner
   
Issuer Name and Ticker or Trading Symbol: SINGING MACHINE COMPANY, INC. [SMDM]
   
Date of Event Requiring Statement: May 24, 2022
   
Designated Filer: Stingray Group Inc.
   
Signature:  

 

By:/s/ ERIC BOYKO  
 ERIC BOYKO  

 

Date: May 25, 2022

 

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