8-K 1 v054155_8-k.htm
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): SEPTEMBER 30, 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))

ITEM 8.01 OTHER EVENTS
On September 30, 2006, the Company completed the sale of all of the issued and outstanding shares of common stock of its wholly owned subsidiary, International SMC (HK) Limited (“ISMC”), to See Bright Investments Limited (“See Bright”), an unaffiliated third party, pursuant to that certain Agreement for the Sale and Purchase of the Entire Share Capital of International SMC (HK) Limited dated as of September 25, 2006 (the “Agreement”). Under the Agreement, the Company sold all of the issued and outstanding shares of common stock of ISMC, representing an aggregate 100 shares, for an aggregate purchase price of HK$99,450 (USD $12,780).
On October 4, 2006, the Company issued a press release announcing the entry into the Agreement and the transactions contemplated therein. 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
10.1 |  | Agreement for the Sale and Purchase of the Entire Share Capital of International SMC (HK) Limited dated as of September 25, 2006 by and between The Singing Machine Company, Inc. and See Bright Investments Limited.
99.1 |  | Press release of The Singing Machine Company, Inc. dated October 4, 2006.

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: October 4, 2006 | /s/ Yi Ping Chan
| Yi Ping Chan
| Interim CEO and Chief Operating Officer