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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 23)*

Parlux Fragrances, Inc.

(Name of Issuer)

Common Stock, par value $.01

(Title of Class of Securities)

701645-10-3

(Cusip Number) Ilia Lekach
137 Golden Beach Drive
Golden Beach, FL 33160
(305) 933-9147
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 19, 2003

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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. 701645-10-3
	1.	Name of Reporting Person: Ilia Lekach			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	x
		(b)	o
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): PF, AF, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 2,923,807
			8.	Shared Voting Power: -0-
			9.	Sole Dispositive Power: 2,923,807
			10.	Shared Dispositive Power: -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,923,807 shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 31%
	14.	Type of Reporting Person (See Instructions): IN

2

CUSIP No. 701645-10-3
	1.	Name of Reporting Person: Pacific Investment Group, Inc.			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	x
		(b)	o
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: Florida
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 711,397
			8.	Shared Voting Power: -0-
			9.	Sole Dispositive Power: 711,397
			10.	Shared Dispositive Power: -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 711,397 shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 8.3%
	14.	Type of Reporting Person (See Instructions): CO

3

CUSIP No. 701645-10-3
	1.	Name of Reporting Person: IZJD Corp.			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	x
		(b)	o
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: Florida
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 210,000
			8.	Shared Voting Power: -0-
			9.	Sole Dispositive Power: 210,000
			10.	Shared Dispositive Power: -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 210,000 shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 2.5%
	14.	Type of Reporting Person (See Instructions): CO

4

CUSIP No. 701645-10-3

     This amendment to Schedule 13D (the “Amendment”) is filed as Amendment 23 to the Statement on Schedule 13D, dated August 12, 1987 (the “Schedule 13D”), as thereafter amended, filed on behalf of Ilia Lekach and certain other persons who constitute a group with Mr. Lekach as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

     Amendment 23 is filed on behalf of Ilia Lekach, IZJD Corp., a Florida corporation (“IZJD”), and Pacific Investment Group, Inc., a Florida corporation (“Pacific”) (individually, the “Reporting Person” and collectively, the “Reporting Persons”). Mr. Lekach, IZJD and Pacific may be deemed to be acting together in connection with the acquisition and holding of the Common Stock, par value $.01 per share (the “Common Stock”), of Parlux Fragrances, Inc., a Delaware corporation (the “Isssuer”). Nothing contained in this Amendment, however, shall be construed as an admission that any of the Reporting Persons is the beneficial owner of the other Reporting Persons’ Common Stock and each Reporting Person expressly disclaims the beneficial ownership of the Common Stock beneficially owned by the other Reporting Persons.

     This Amendment reflects material changes in the Schedule 13D, as amended. Such material changes are more fully reflected in Items 3, 4, 5 and 7 below. Unless set forth below, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as amended, previously filed with the SEC.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 is hereby amended by adding the following information:

See the description in Item 4.

ITEM 4. PURPOSE OF THE TRANSACTION.

Item 4 is hereby amended by adding the following information:

     On May 19, 2003, Mr. Lekach and Quality King Distributors, Inc. (“Quality King”) submitted a letter to the Board of Directors of the Issuer setting forth their proposal to acquire all of the outstanding shares of Common Stock of the Issuer for $4.00 per share net to the seller in cash, subject to certain conditions. The proposal and the press release announcing the proposal are included as exhibits to this Amendment, each of which is incorporated herein by reference. The description herein of the proposal and the matters contemplated thereby is qualified in its entirety by reference to the aforementioned proposal and press release.

     The Reporting Persons expect to evaluate on an ongoing basis the Company’s financial condition, business, operations and prospects, market price of the Common Stock, conditions in securities markets generally, general economic and industry conditions and other factors. Accordingly, the Reporting Persons reserve the right to change their plans and intentions at any time, as they deem appropriate. In particular, the Reporting Persons may at any time and from time to time acquire additional shares of Common Stock or securities convertible or exchangeable for Common Stock or dispose of shares of Common Stock. Any such transactions may be effected at any time and from time to time, subject to any applicable limitations of the Securities Act of 1933, as amended, and the Exchange Act.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 is hereby amended in its entirety to read as follows:

(a)  As of the close of business on May 19, 2003, IZJD beneficially owned an aggregate of 210,000 shares of Common Stock, which constituted approximately 2.5% of the 8,553,009 shares of Common Stock outstanding on May 19, 2003. As of the close of business on May 19, 2003, Pacific beneficially owned an aggregate of 711,397 shares of Common Stock, which constituted approximately 8.3% of the 8,553,009 shares of Common Stock outstanding on May 19, 2003.

5

CUSIP No. 701645-10-3

As of the close of business on May 19, 2003, Mr. Lekach beneficially owned an aggregate of 2,923,807 (which consists of an aggregate of 1,903,807 shares of Common Stock plus an aggregate of 1,020,000 shares of Common Stock issuable upon exercise of presently exercisable warrants) shares of Common Stock, which constituted approximately 31% of the shares of Common Stock deemed to be outstanding after giving effect to the issuance of 1,020,000 shares of Common Stock issuable upon exercise of presently exercisable warrants owned by Mr. Lekach.

     The 2,923,807 shares of Common Stock beneficially owned by Mr. Lekach consist of: (1) 210,000 shares beneficially owned by IZJD; (2) 711,397 shares beneficially owned by Pacific; (3) 982,410 shares owned jointly by Mr. Lekach and his spouse; and (4) 1,020,000 shares of Common Stock issuable upon exercise of presently exercisable warrants.

(b)  IZJD has sole power to vote and dispose of the shares of Common Stock beneficially owned by it. Pacific has sole power to vote and dispose of the shares of Common Stock beneficially owned by it. Mr. Lekach has sole power to vote and dispose of the shares of Common Stock beneficially owned by him.

(c)	None.
(d)	Not applicable.
(e)	Not applicable.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 is hereby amended by adding the following exhibits:

Exhibit 1	Proposal letter dated May 19, 2003
Exhibit 2	Press Release dated May 19, 2003 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO-C filed with the SEC by Quality King Distributors, Inc. and Ilia Lekach on May 20, 2003)
Exhibit 3	Joint Filing Agreement (filed with Amendment 21)

6

CUSIP No. 701645-10-3

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 19, 2003	/s/Ilia Lekach
	Ilia Lekach
	PACIFIC INVESTMENT GROUP, INC
	By:	/s/Ilia Lekach
		Ilia Lekach
	IZJD CORP
	By:	/s/ Ilia Lekach
		Ilia Lekach, President

7 EX-1 3 g83016exv1.htm PROPOSAL LETTER DATED MAY 19, 2003

Exhibit 1

May 19, 2003

Board of Directors
Parlux Fragrances, Inc.
3725 S.W. 30th Avenue
Ft. Lauderdale, FL 33312

Dear Ladies and Gentlemen:

     This letter sets forth a proposal (the “Proposal”) whereby Newco, a company to be formed by Ilia Lekach, or an entity controlled by him, and Quality King Distributors, Inc., a New York corporation (“Quality King”), or an entity designated by Quality King that is under common control with Quality King, would offer to acquire all of the outstanding shares of capital stock of Parlux Fragrances, Inc. (the “Company”) for $4.00 per share net to the sellers in cash. This Proposal represents an approximate 60% premium over the closing price of the Company’s common stock on May 19, 2003. As discussed below, this Proposal is contingent upon the receipt of the Parlux Board Approval, as defined below, and approval of Quality King’s lenders.

     In making this Proposal, we have taken into account the Company’s financial performance over the past few years and the current economic climate within which the Company operates. Uncertainties as to the future of the United States economy and various related factors and influences have affected the Company’s business and these circumstances may continue for the foreseeable future. In addition, we believe that the costs and other burdens on the Company as a result of being publicly owned exceed the benefits derived from that status. After much consideration, we believe that our offer to existing stockholders is a fair price and an appropriate opportunity for the Company to become a private enterprise.

     Because Mr. Lekach is Chairman of the Board of Directors (the “Board”),Chief Executive Officer and President of the Company, it would be appropriate for the Board to establish a special independent committee to review the Proposal and to engage legal counsel and other advisors as necessary.

     The principal terms of the Proposal are as follows:

1.       Newco, or a wholly-owned subsidiary of Newco, will make a tender offer (the “Offer”) to purchase all of the outstanding shares of common stock of the Company for $4.00 per share net to the sellers in cash.

2.       Conditions to the Offer will include, without limitation:

      (i)     sufficient shares to permit Newco and its affiliates to own at least 90% of the outstanding common stock of the Company are tendered in the Offer;

      (ii)     a majority of the outstanding common stock of the Company, excluding shares beneficially owned by us, our affiliates and the executive officers and directors of the Company, are tendered in the Offer;

      (iii)     any required consents of third parties, including senior lenders, to the change of control of the Company and merger (as described below) are received;

      (iv)     all officers, directors, consultants and other persons with rights triggered upon a change of control of the Company have waived such rights;

      (v)     neither the Board nor the Company shall take any protective or defensive action that would change the capitalization of the Company or inhibit Newco’s ability to consummate the transaction contemplated hereby or recognize economic benefits from the operation of the Company’s businesses following such acquisition;

      (vi)     there shall have been no change, event or development having, or that could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of the Company and its subsidiaries taken as a whole;

      (vii)     no related or affiliated person (which includes a “person” as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any group of persons, other than Newco, its subsidiary, any of their affiliates, shall become the beneficial owner of more than 5% of the outstanding common stock of the Company, or other than any related or affiliated person or group that has disclosed such ownership prior to the date of this letter, and no related or affiliated person or group (other than Newco, its subsidiary, and/or any of their affiliates) currently holding beneficial ownership of 5% of the outstanding common stock of the Company shall have increased its beneficial ownership in the Company by more than 1% or shall have made a public announcement reflecting an intent to acquire the Company or any subsidiaries or material assets of the Company; and

      (viii)     the Offer does not jeopardize the Company’s existing license agreements.

     Condition (ii) above will be non-waivable by Newco and the remaining conditions will be waivable by Newco in its sole discretion.

3.       Following the close of the Offer, Newco, or a wholly-owned subsidiary of Newco, will be merged with the Company at a price equal to that offered in the Offer which will result in Newco beneficially owning 100% of the issued and outstanding common stock of the Company.

- 2 -

4.       In connection with the Offer, the Company would terminate the listing of its common stock on the Nasdaq National Market and deregister under Section 12(g) of the Exchange Act.

5.       Subject to receipt of the Parlux Board Approval, Mr. Ilia Lekach will agree that 100% of the shares of the common stock of the Company beneficially owned by him will be tendered to Newco pursuant to the Offer and that he will surrender and cancel 100% of the options, warrants or any other rights to acquire Company common stock that he owns as of the expiration of the Offer for no additional consideration other than the interest in Newco that he will receive.

6.       Except with respect to options held by Mr. Lekach, each outstanding option to acquire the Company’s common stock that is not exercised, if any, will be acquired by Newco at the time of the merger at a price equal to the difference between the Offer price and the exercise price for such option.

7.       The details of the Offer will be embodied in a Tender Offer Statement to be filed with the SEC and delivered to the Company and its stockholders upon commencement of the Offer.

     For purposes of Section 203 of the Delaware General Corporation Law, we seek the following Board approvals prior to our formation of Newco (the “Parlux Board Approval”):

1.       Approval by the Board of the formation of Newco by Mr. Lekach and Quality King;

2.       Approval by the Board of the acquisition by Newco, or a wholly-owned subsidiary of Newco, of the common stock of the Company pursuant to the Offer; and

3.       Approval by the Board of the agreement to tender into the Offer by Mr. Lekach.

     This Proposal is subject to receipt by Quality King of the approval of its lenders of the Offer and the merger. Quality King is in the process of obtaining such approval and, although there can be no assurance, believes that it will be able to secure such approval quickly.

     We are available to discuss this Proposal with you immediately and to answer any questions that you may have. In seeking further information concerning our Proposal, or for any other matter, please call Michael Katz, Executive Vice President, at (631) 439-2000, extension 2171 or Alfred R. Paliani, Esq. General Counsel of Quality King Distributors, Inc., at (631) 439-2000 extension 2316.

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     This letter should not be interpreted as a binding commitment or as the commencement or announcement of an intention to commence a tender offer.

Very truly yours,

Quality King Distributors, Inc.

By: /s/ Stephen Nussdorf

Name: Stephen Nussdorf

Title: President

/s/ Ilia Lekach
Ilia Lekach

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EX-1

Proposal Letter dated May 19, 2003