-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001116502-03-002076.txt : 20031107
<SEC-HEADER>0001116502-03-002076.hdr.sgml : 20031107
<ACCEPTANCE-DATETIME>20031107171722
ACCESSION NUMBER:		0001116502-03-002076
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20031107
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20031107

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SINGING MACHINE CO INC
		CENTRAL INDEX KEY:			0000923601
		STANDARD INDUSTRIAL CLASSIFICATION:	PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652]
		IRS NUMBER:				953795478
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24968
		FILM NUMBER:		03986063

	BUSINESS ADDRESS:	
		STREET 1:		6601 LYONS ROAD
		STREET 2:		BLDG A-7
		CITY:			COCONUT CREEK
		STATE:			FL
		ZIP:			33073
		BUSINESS PHONE:		9545961000

	MAIL ADDRESS:	
		STREET 1:		6601 LYONS ROAD BLDG
		CITY:			COCONUT CREEK
		STATE:			FL
		ZIP:			33073
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>singingmachine-8k.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            -------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): November 7, 2003


                        THE SINGING MACHINE COMPANY, INC.
 -------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
 -------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

             0-24968                                 95-3795478
             -------                                 ----------
    (Commission File Number)               (IRS Employer Identification No.)


                           6601 Lyons Road, Bldg. A-7
                             Coconut Creek, FL 33073
 -------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (954) 596-1000
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Change Since Last Report)



<PAGE>



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibits.

         99.1     The Singing Machine Company, Inc. Press Release dated
                  November 7, 2003

ITEM 9.  REGULATION FD DISCLOSURE

         On November 7, 2003, The Singing Machine Company, Inc. (the "Company")
issued a press release commenting on its financial results for the six months
ended September 30, 2003. The information contained in this Report on Form 8-K
is furnished pursuant to Item 12 (Results of Operation and Financial Condition).
Copies of the press release issued on November 7, 2003 is attached hereto as
Exhibit 99.1.
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.

                                          THE SINGING MACHINE COMPANY, INC.

Date: November 7, 2003                    By:  /s/ April Green
                                               ------------------------------
                                                       April Green
                                                   Chief Financial Officer








<PAGE>



                                  EXHIBIT INDEX


Exhibit No.                         Description
- -----------                         -----------

99.1           Press Release of The Singing Machine Company, Inc. dated
               November 7, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>exhibit_99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

                                                                    EXHIBIT 99.1

THE SINGING MACHINE [logo omitted]

                Investor Contact:                Company Contact:
                Neil Berkman                     Y.P. Chan
                Berkman Associates               Interim Chief Executive Officer
                (310) 277 - 5162                 (954) 596 - 1000
                info@BerkmanAssociates.com       www.SingingMachine.com

                              THE SINGING MACHINE
                                    COMPANY

                            Second Quarter Release &
                                WebCast Reminder

The attached earnings report was released this morning over Business Wire at
approximately 7:45 a.m. ET. To hear TODAY's 11:00 a.m. ET conference call
WebCast, please connect five minutes before the conference begins.

SUBJECT          Second Quarter Results
CHAIRPERSON      Y.P. Chan, Interim Chief Executive Officer
DATE             Friday, November 7, 2003
TIME             11:00 a.m. ET

You can access a simultaneous webcast of the conference call at
www.companyboardroom.com/company.asp?client=cb&ticker=smd or from the Investor
Relations link at www.SingingMachine.com. A replay will be available after
1:00 p.m. ET at these same Internet addresses. For a telephone replay,
dial (800) 633-8284, reservation #21164917 after 1:00 p.m. ET.

Questions? Contact Berkman Associates: (310) 277-5162

or
info@BerkmanAssociates.com

                       THE SINGING MACHINE COMPANY, INC.
 6601 Lyons Road o Building A-7 o Coconut Creek, Florida 33073 o (954) 596-1000
                               Fax (954) 596-2000
- --------------------------------------------------------------------------------

<PAGE>

THE SINGING MACHINE [logo omitted]

Investor Contact:
Neil Berkman
Berkman Associates
(310) 277 - 5162
info@BerkmanAssociates.com

Company Contact:
Y.P. Chan
Interim Chief Executive Officer
(954) 596 - 1000
www.SingingMachine.com

FOR IMMEDIATE RELEASE

                           THE SINGING MACHINE COMPANY
                         REPORTS SECOND QUARTER RESULTS

     COCONUT CREEK, FL, November 7, 2003 THE SINGING MACHINE COMPANY (AMEX: SMD)
announced today that revenue for the second quarter of fiscal 2004 ended
September 30, 2003 was $31,984,251. This compares to revenue of $32,269,779 for
the second quarter of fiscal 2003. The net loss for this year's second quarter
was $656,669, or $0.08 per share. For last year's second quarter, net income was
$3,827,362, or $0.43 per diluted share.

     For the six months ended September 30, 2003, revenue increased to
$39,364,117 from $36,256,025 for the same period last year. The net loss for the
first six months of fiscal 2004 was $2,974,021, or $0.35 per share. This
compares to net income of $2,687,716, or $0.30 per diluted share, for the first
six months of fiscal 2003.

OPERATIONS REVIEW

     Interim Chief Executive Officer Y.P. Chan said, "We made substantial
progress during the second quarter in the implementation of our plan to focus on
cash flow management, enhance our operating platform, and build the foundation
for Singing Machine's sustainable growth. During the quarter we restructured our
bank credit agreement and raised additional capital through the sale of
subordinated debt.

     "While total inventories declined by approximately $4.6 million since the
end of fiscal 2003, as of November 1, 2003 we had delivered $12.5 million of the
$26 million in inventories carried over from last fiscal year. Of the remaining
$13.5 million, we have orders for about $9 million that are scheduled to be
delivered to customers over the next few weeks. Thus, the unsold inventory
carried over from last year is now only about $4.4 million, and we expect
inventories to decline further in the current quarter as we enter our peak
selling season.

     "We continue to identify opportunities to reduce costs and increase
operating efficiencies while sustaining our core competencies and industry
leadership. With our focus on product development, supply chain management has
emerged as a key advantage for Singing Machine in today's increasingly
competitive environment where most goods are produced offshore. We offer the
widest variety of karaoke systems at price points for every budget, and our
reputation for quality and on-time delivery sets us apart from our competitors.
We are proud that Singing Machine continues to set the standard of excellence
for product features, quality and reliability in the home karaoke industry."

                                     (more)

                       THE SINGING MACHINE COMPANY, INC.
 6601 Lyons Road o Building A-7 o Coconut Creek, Florida 33073 o (954) 596-1000
                               Fax (954) 596-2000
- --------------------------------------------------------------------------------

<PAGE>

THE SINGING MACHINE COMPANY REPORTS SECOND QUARTER RESULTS
November 7, 2003
Page Two

CONFERENCE CALL

     Singing Machine has scheduled a conference call today at 11:00 a.m. ET. A
simultaneous webcast may be accessed at
www.companyboardroom.com/company.asp?client=cb&ticker=smd. A replay will be
available at this same Internet address after 1:00 p.m. ET. For a telephone
replay, dial (800) 633-8284, reservation #21164917 after 1:00 p.m. ET.

ABOUT THE SINGING MACHINE COMPANY

     Incorporated in 1982, The Singing Machine Company develops and distributes
a full line of consumer-oriented karaoke machines and music under The Singing
MachineTM, MTVTM, NickelodeonTM, Hardrock AcademyTM and MotownTM brand names.
The first to provide karaoke systems for home entertainment in the United
States, Singing Machine sells its products in North America, Europe and Asia.

FORWARD-LOOKING STATEMENTS

     This press release contains forward-looking statements within the meaning
of the Securities Litigation Reform Act of 1995. Such forward-looking statements
are based on current expectations, estimates and projections about the Company's
business based, in part, on assumptions made by management and include, but are
not limited to statements about projected revenues, net income and net income
per share.. These statements are not guarantees of future performance and
involve risks and uncertainties that are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed or forecasted
in such forward-looking statements due to numerous factors, including the risk
that (1) we will not have sufficient funding to meet our working capital
requirements; (2) demand for the Company's products will not meet our
expectations; (3) the impact of competitive products and pricing conditions in
the karaoke industry and (4) general economic conditions and other risks
discussed from time to time in the Company's Securities and Exchange Commission
filings and reports, including but not limited to the Company's Amended Annual
Report on Form 10-KSB for the year ended March 31, 2003. In addition, such
statements could be affected by general industry and market conditions and
growth rates, and general domestic and international economic conditions. Such
forward-looking statements speak only as of the date on which they are made and
the company does not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date of this release.

                               (tables attached)

                                                                           #3445

<PAGE>

                THE SINGING MACHINE COMPANY, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)

<TABLE>
<CAPTION>
                                                      Three Months Ended                 Six Months Ended
                                                          September 30,                    September 30,
                                                -----------------------------     -----------------------------
                                                     2003            2002             2003              2002
                                                ------------     ------------     ------------     ------------
                                                                 (as restated)                     (as restated)

<S>                                             <C>              <C>              <C>              <C>
NET SALES                                       $ 31,984,251     $ 32,269,779     $ 39,364,117     $ 36,256,025
COST OF SALES                                     28,180,712       24,367,626       34,166,542       27,526,988
                                                ------------     ------------     ------------     ------------
  GROSS PROFIT                                     3,803,539        7,902,153        5,197,575        8,729,037

OPERATING EXPENSES:
  Compensation                                     1,343,812          799,406        2,455,391        1,570,304
  Freight & handling                                 495,955          598,222          721,821          661,276
  Selling, general & administrative expenses       3,216,310        1,600,913        5,407,139        2,869,709
                                                ------------     ------------     ------------     ------------
TOTAL OPERATING EXPENSES                           5,056,077        2,998,541        8,584,351        5,101,289
                                                ------------     ------------     ------------     ------------
(LOSS) EARNINGS FROM OPERATIONS                   (1,252,538)       4,903,612       (3,386,776)       3,627,748

OTHER INCOME (EXPENSES):
  Other income                                       (90,649)         144,119          (82,980)         163,564
  Interest expense                                  (318,895)        (109,344)        (507,363)        (122,509)
  Interest income                                         --              339               --           11,943
                                                ------------     ------------     ------------     ------------
NET OTHER (EXPENSES) INCOME                         (409,544)          35,114         (590,343)          52,998
                                                ------------     ------------     ------------     ------------
NET (LOSS) EARNINGS BEFORE INCOME TAX             (1,622,082)       4,938,726       (3,977,119)       3,680,746

INCOME TAX (BENEFIT) EXPENSE                      (1,005,413)       1,111,364       (1,003,098)         993,030
                                                ------------     ------------     ------------     ------------
NET (LOSS) EARNINGS                             $   (656,669)    $  3,827,362     $ (2,974,021)    $  2,687,716
                                                ============     ============     ============     ============
(LOSS) EARNINGS PER SHARE:
  Basic                                         $      (0.08)    $       0.47     $      (0.35)    $       0.33
  Diluted                                       $      (0.08)    $       0.43     $      (0.35)    $       0.30
                                                ============     ============     ============     ============
WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES OUTSTANDING:
  Basic                                            8,490,658        8,119,026        8,389,165        8,090,102
  Diluted                                          8,490,658        8,881,970        8,389,165        8,899,023
</TABLE>

<PAGE>

                THE SINGING MACHINE COMPANY, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                 September 30,    March 31,
                                                                      2003          2003
                                                                 -------------   -----------
                             ASSETS                               (unaudited)
<S>                                                               <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                                       $ 1,106,003    $   268,265
  Restricted Cash                                                     867,603        838,411
  Accounts Receivable, net                                         21,131,801      5,762,944
  Due from manufacturer                                                 1,514      1,091,871
  Inventories, net                                                 20,563,086     25,194,346
  Prepaid expense and other current assets                          1,351,910      1,483,602
  Deferred tax asset                                                1,925,612      1,925,612
                                                                  -----------    -----------
TOTAL CURRENT ASSETS                                               46,947,529     36,565,051

PROPERTY AND EQUIPMENT, NET                                         2,007,911      2,026,252
OTHER NON-CURRENT ASSETS                                            1,039,594        343,991
                                                                  -----------    -----------
TOTAL ASSETS                                                      $49,995,034    $38,935,294
                                                                  ===========    ===========

                LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Bank overdraft                                                  $    47,790    $   316,646
  Accounts payable                                                 15,639,307      8,486,009
  Accrued expenses                                                  2,839,322      1,443,406
  Subordinated debt-related parties                                 1,100,000        400,000
  Notes payable                                                       637,122             --
  Revolving credit facility                                         6,513,411      6,782,824
  Income taxes payable                                              2,635,047      3,821,045
                                                                  -----------    -----------
TOTAL CURRENT LIABILITIES                                          29,411,999     21,249,930

Convertible Debentures, net                                           595,423             --
                                                                  -----------    -----------
TOTAL LIABILITIES                                                  30,007,422     21,249,930

SHAREHOLDERS' EQUITY:
  Common stock, $0.01 par value; 18,900,000 shares authorized;
    8,712,169 and 8,171,678 shares issued and outstanding              87,122         81,717
  Additional paid-in capital                                       10,114,294      4,843,430
  Retained earnings                                                 9,786,196     12,760,217
                                                                  -----------    -----------
TOTAL SHAREHOLDERS' EQUITY                                         19,987,612     17,685,364
                                                                  -----------    -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $49,995,034    $38,935,294
                                                                  ===========    ===========

</TABLE>


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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