To: Old Stock Collector who wrote (4 ) 8/4/1999 6:47:00 PM From: Old Stock Collector Respond to of 36
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Playorena Inc. ---------------- (Name of Issuer) 728129 -------------- (CUSIP Number) Andrew Kaplan 18 Wayside Lane Lloyd Harbor, New York 11743 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 1, 1998 ------------------------------------------------------- (Date of Event which Requires 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 this statement [X]. (A fee is not required only if the reporting person: (1) has a 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 less than five percent 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 cover 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). CUSIP No.........728129 Page 2 of 4 Pages ------------------------------------------------------------------------------ 1) Name of Reporting Person........Andrew Kaplan S.S. or I.R.S. Identification No. of Above Person.... ------------------------------------------------------------------------------ 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).......(See Item 3) ------------------------------------------------------------------------------ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)................................... ------------------------------------------------------------------------------ 6) Citizenship or Place of Organization.............U.S. ------------------------------------------------------------------------------ Number of (7) Sole Voting Power............2,389,583 Shares Bene- --------------------------------------------------- ficially Owned (8) Shared Voting Power......... by Each Reporting --------------------------------------------------- Person With (9) Sole Dispositive Power......2,389,583 --------------------------------------------------- (10) Shared Dispositive Power... ------------------------------------------------------------------------------ 11) Aggregate Amount Beneficially Owned by Each Reporting Person.....2,389,583 ------------------------------------------------------------------------------ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)................................................ ------------------------------------------------------------------------------ 13) Percent of Class Represented by Amount in Row 11.........25.9% ------------------------------------------------------------------------------ 14) Type of Reporting Person (See Instructions)..............IN ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 ITEM 1. SECURITY AND ISSUER. This Statement of Beneficial Ownership on Schedule 13D relates to the Common Stock, par value $.001 per share (the "Common Stock") of Playorena, Inc. (the "Issuer"), whose principal executive offices are located at 150 Vanderbilt Motor Parkway, Suite 311, Hauppauge, NY 11788. ITEM 2. IDENTITY AND BACKGROUND. (a) Name: Andrew Kaplan (b) Residence or business address: 18 Wayside Lane, Lloyd Harbor, NY 11743 (c) Present principal occupation or employment and the name, principal business and address or any corporation or other organization in which such employment is conducted: Mr. Kaplan is the sole shareholder and President of Kaplan Management Consultants, Inc. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The shares were acquired either with personal funds or due to cancellation of the Issuer's obligations to Mr. Kaplan. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the transactions were for private investment. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Reporting person beneficially owns an aggregate of 2,389,583 shares of Common Stock, representing 25.9% of the outstanding shares of Common Stock. (b) As to 2,389,583 shares, reporting person has sole power to vote and dispose or direct the disposition thereof. (c) None. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock disclosed herein. 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. Date: 1/26/99 /s/ Andrew Kaplan ------------------------------ ANDREW KAPLAN 4