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<SEC-DOCUMENT>0001144204-04-021141.txt : 20041206
<SEC-HEADER>0001144204-04-021141.hdr.sgml : 20041206
<ACCEPTANCE-DATETIME>20041206171845
ACCESSION NUMBER:		0001144204-04-021141
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041015
ITEM INFORMATION:		Changes in Registrant.s Certifying Accountant
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041206
DATE AS OF CHANGE:		20041206

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/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24968
		FILM NUMBER:		041186860

	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/A
<SEQUENCE>1
<FILENAME>v09627_8k.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A

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

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 15, 2004

                        THE SINGING MACHINE COMPANY, INC.
             (Exact name of registrant as specified in its charter)



          Delaware                       0-24968               95-3795478
- --------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)


               6601 Lyons Road, Bldg. A-7, Coconut Creek, Fl 33073
               ---------------------------------------------------
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (954) 596-1000

                                   Copies to:
                             Darrin M. Ocasio, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>

SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

      On October 15, 2004, Grant Thornton LLP (the "Former Accountant") resigned
as the auditors for The Singing Machine Company, Inc. (the "Company"). On
October 15, 2004, the Company engaged Berkovits, Largo & Company, LLP (the "New
Accountant"), as its independent certified public accountant. The Company's
decision to engaged the New Accountant was approved by its Audit Committee on
October 15, 2004.

      The report of the Former Accountant on the financial statements of the
Company for the two most recent fiscal years and the interim period ending June
30, 2004, did not contain an adverse opinion or disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope or accounting
principles for the two most recent fiscal years and all subsequent interim
periods, except that the Former Accountant's opinion in its report on the
Company's financial statements expressed substantial doubt with respect to the
Company's ability to continue as a going concern for the last two fiscal years.

      During the Company's two most recent fiscal years and the subsequent
interim period through the date of resignation, there were no reportable events
as the term described in Item 304(a)(1)(v) of Regulation S-K, except for the
following:

Management and the Former Accountant, have advised our Audit Committee that
during the course of the audit, they noted deficiencies in internal controls
relating to:

      -     weakness in our financial reporting process as a result of a lack of
            adequate staffing in the accounting department, and

      -     accounting for consigned inventory and inventory costing.

      The Former Accountant has advised the Audit Committee that each of these
internal control deficiencies constitute a material weakness as defined in
Statement of Auditing Standards No. 60. Certain of these internal control
weaknesses may also constitute material weaknesses in our disclosure controls.

      During the Company's two most recent fiscal years and the subsequent
interim period through the date of resignation, there were no disagreements with
the Former Accountant on any matters of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which, if not
resolved to the satisfaction of the Former Accountant would have caused it to
make reference to the subject matter of the disagreements in connection with its
reports on these financial statements for those periods.

      The Company did not consult with the New Accountant regarding the
application of accounting principles to a specific transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the
Company's financial statements, and no written or oral advice was provided by
the New Accountant that was a factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issues.

      The Company has requested that the Former Accountant furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. The requested letter is attached as Exhibit
16.1 to this amended Form 8-K


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

      (A)   FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

            Not applicable.

      (B)   PRO FORMA FINANCIAL INFORMATION.

            Not applicable.

      (C)   EXHIBITS.

            16.1 Letter from Former Accountant



<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 hereunto duly authorized.

                                             THE SINGING MACHINE, COMPANY, INC.


Date: December 6, 2004                        /s/ Jeffrey Barocas
                                             -----------------------------------
                                             Jeffrey Barocas
                                             Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16.1
<SEQUENCE>2
<FILENAME>v09627_ex16-1.txt
<TEXT>
                                                                    Exhibit 16.1

                         [LETTERHEAD OF GRANT THORNTON]


U.S. Securities and Exchange Commission
Office of the Chief Accountant
450 Fifth Street, NW
Washington, DC 20549


Re:     The Singing Machine Company, Inc.
        File No. 0-24968


Dear Sir or Madam:

We have read Item 4.01 of Form 8-K of The Singing Machine Company, Inc. dated
December 6, 2004, and agree with the statements concerning our Firm contained
therein.

Very truly yours,


/s/ Grant Thornton LLP

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