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<SEC-DOCUMENT>0001144204-06-037196.txt : 20060906
<SEC-HEADER>0001144204-06-037196.hdr.sgml : 20060906
<ACCEPTANCE-DATETIME>20060906162152
ACCESSION NUMBER:		0001144204-06-037196
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060831
ITEM INFORMATION:		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060906
DATE AS OF CHANGE:		20060906

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:		061076891

	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>v052184_8k.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): AUGUST 31, 2006

                        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>

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED  LISTING RULE OR
STANDARD; TRANSFER OF LISTING

On August 31, 2006, The Singing Machine  Company,  Inc. (the "Company" or "SMD")
received  notice  from  the  American  Stock  Exchange  (the  "AMEX"),   Listing
Qualifications Department, stating that the Company does not meet certain of the
AMEX's continued  listing  standards as set forth in Part 10 of the AMEX Company
Guide (the  "Company  Guide")  and that the  Company  has become  subject to the
continued  listing  evaluation  and follow-up  procedures  and  requirements  of
Section 1009 of the Company Guide.

Pursuant to a review by the AMEX of the Company's 10-K for the fiscal year ended
March 31, 2006,  the AMEX has  determined  that the Company is not in compliance
with Section  1003(a)(ii) of the Company Guide,  which states, in relevant part,
that the AMEX will normally  consider  suspending  dealings in, or removing from
the list,  securities of a company which has  stockholders'  equity of less than
$4,000,000  if such  company has  sustained  losses from  continuing  operations
and/or net losses in three of its four most recent fiscal years.

The  Company  intends  to submit a revised  plan on or prior to  October 2, 2006
advising  the  AMEX of  actions  that it will  take,  which  may  bring  it into
compliance with Section 1003 (a)(ii) of the Company Guide within a maximum of 18
months from July 18, 2005. The revised plan will  supplement the plan originally
submitted to the AMEX by the Company on August 18, 2005, in response to a notice
from the AMEX which the  Company  received on July 18,  2005,  in which the AMEX
determined that the Company was not in compliance  with Sections  1003(a)(i) and
1003(a)(iv) of the Company Guide,  respectively,  which state, in relevant part,
that the AMEX will normally  consider  suspending  dealings in, or removing from
the list,  securities  of a company which (a) has  stockholders'  equity of less
than $2,000,000 if such company has sustained losses from continuing  operations
and/or net  losses in two of its three most  recent  fiscal  years;  and (b) has
sustained losses which are so substantial in relation to its overall  operations
or its existing financial  resources,  or its financial  condition has become so
impaired that it appears questionable, in the opinion of the AMEX, as to whether
such company will be able to continue  operations and/or meet its obligations as
they mature.

The  revised  plan  will  include  specific   milestones,   quarterly  financial
projections, and details relating to any strategic initiatives the Company plans
to complete.  The AMEX  Listings  Qualifications  Department  will  evaluate the
revised  plan,  including  any  supporting  documentation  which the Company may
submit, and make a determination as to whether the Company has made a reasonable
demonstration  in the  revised  plan of an  ability  to regain  compliance  with
Section  1003  (a)(ii) of the Company  Guide  within a maximum of 18 months from
July 18, 2005, in which case the plan will be accepted. If the plan is accepted,
the  Company  may be able to  continue  listing  during the plan period or until
January 18,  2007,  during  which time the  Company  will be subject to periodic
review to determine if it is making progress consistent with the plan.

On September 6, 2006, the Company issued a press release  announcing the receipt
of the AMEX notice. A copy of the press release is incorporated by reference and
filed as Exhibit 99.1 to this report.

In accordance with General  Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K,  including  Exhibit 99.1,  shall not be deemed to be
"filed" for purposes of Section 18 of the  Securities  Exchange Act of 1934,  as
amended (the  "Exchange  Act"),  or otherwise  subject to the  liability of that
section,  and shall  not be  incorporated  by  reference  into any  registration
statement or other  document filed under the Securities Act of 1933, as amended,
or the  Exchange  Act,  except  as  shall be  expressly  set  forth by  specific
reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

Not applicable.

(b) PRO FORMA FINANCIAL INFORMATION.

Not applicable.

(c) EXHIBITS.

                                INDEX TO EXHIBITS

EXHIBIT NO.       DESCRIPTION
- -----------       -----------

99.1              Press  release of The  Singing  Machine  Company,  Inc.  dated
                  September 6, 2006

<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: September 6, 2006                 /s/ Yi Ping Chan
                                        ---------------------------------------
                                        Yi Ping Chan
                                        Interim CEO and Chief Operating Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v052184_ex99-1.txt
<TEXT>
                    INVESTOR CONTACT:                  COMPANY CONTACT:
[GRAPHIC OMITTED]   Neil Berkman                       Y.P. Chan
                    Berkman Associates                 Interim CEO
                    (310) 277 - 5162                   (954) 596 - 1000
                    info@BerkmanAssociates.com         www.SingingMachine.com
                    --------------------------         ----------------------

                              FOR IMMEDIATE RELEASE

                           THE SINGING MACHINE COMPANY
                RECEIVES NOTICE FROM THE AMERICAN STOCK EXCHANGE
                 OF FAILURE TO SATISFY CERTAIN LISTING STANDARDS

      COCONUT CREEK, FL, September 6, 2006 -- THE SINGING MACHINE COMPANY (AMEX:
SMD)  announced  today  that it has  received  notice  from The  American  Stock
Exchange  (the "Amex") that the Company has fallen below the  continued  listing
standards  of the Amex and that its  listing is being  continued  pursuant to an
extension.

      Specifically,  for the fiscal year ended March 31,  2006,  the Company was
not in  compliance  with  Section  1003(a)(ii)  of the Amex  Company  Guide with
shareholders' equity of less than $4,000,000 and net losses in three of its four
most recent fiscal years.

      In order to maintain its Amex  listing,  the Company must submit a Revised
Plan to the  American  Stock  Exchange by October 2, 2006  advising  the Amex of
actions it will take,  which may allow it to regain  compliance  with all of the
Exchange's  continued  listing standards within a maximum of 18 months from July
18, 2005. The Revised Plan will supplement the Plan originally  submitted to the
American  Stock  Exchange  on August 18,  2005,  as  required  under a notice of
non-compliance announced by The Singing Machine on July 22, 2005.

      The Listings  Qualifications  Department  will  evaluate the Revised Plan,
including any supplemental  information provided, and make a determination as to
whether the Company has made a reasonable  demonstration  in the Revised Plan of
an ability to regain  compliance.  If the Revised Plan is accepted,  the Company
may be able to continue its listing during the plan period, or until January 18,
2007,  during  which  time it will be subject to  periodic  review to  determine
whether it is making progress  consistent with the Revised Plan. The Company may
be subject to delisting  proceedings if the Revised Plan is not accepted,  or if
the Revised  Plan is accepted but the Company is not in  compliance  with all of
the Exchange's  continued  listing  standards  within the time frame provided or
does not make progress consistent with the Revised Plan during the plan period.

      The Company was  previously  added to the list of issuers  that are not in
compliance  with the  Amex's  continued  listing  standards,  and the  Company's
trading  symbol  SMD  remains  subject  to  the  extension  .BC  to  denote  its
noncompliance.  This  indicator  will  remain in effect  until  such time as the
Company has regained compliance with all applicable continued listing standards.

ABOUT THE SINGING MACHINE
      Incorporated in 1982, The Singing Machine Company develops and distributes
a full line of  consumer-oriented  karaoke  machines  and music as well as other
electronic products under The Singing MachineTM, MotownTM, MTVTM, NickelodeonTM,
Hi-5TM,  BratzTM and other brand names. The first to provide karaoke systems for
home  entertainment in the United States, The Singing Machine sells its products
in North America, Europe and Asia.

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

<PAGE>

FORWARD-LOOKING STATEMENTS
      This press release contains forward-looking  statements within the meaning
of the Private  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 our financial  statements for
the fiscal year ended March 31, 2006.  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 risks that our vendors in China may not ship our products
on the scheduled basis and that we will have sufficient cash flow to finance our
working  capital  needs in the second and third  quarter of this fiscal year. In
addition,  you should  review  our risk  factors  in our SEC  filings  which are
incorporated herein by reference. 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.

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