UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES

13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

MediaBay, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

58446J108

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
ý	Rule 13d-1(c)
o	Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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. 58446J108

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 552,331

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 552,331

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 552,331

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o N/A

	11.	Percent of Class Represented by Amount in Row (9) 4.99%

	12.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RG Capital Management, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 552,331

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 552,331

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 552,331

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o N/A

	11.	Percent of Class Represented by Amount in Row (9) 4.99%

	12.	Type of Reporting Person (See Instructions) PN

Item 1.
	(a)	Name of Issuer MediaBay, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 2 Ridgedale Avenue, Suite 300 Cedar Knolls, New Jersey 07927

Item 2.
	(a)	Name of Person Filing See Item 2(c) below.
	(b)	Address of Principal Business Office or, if none, Residence See Item 2(c) below.
	(c)	Citizenship (1) Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio c/o SEI Investments Global Fund Services, Ltd. Styne House, Upper Hatch Street Dublin 2 Ireland Cayman Islands segregated portfolio company
		(2) RG Capital Management, L.P. (1) 3 Bala Plaza East, Suite 501 251 St. Asaphs Road Bala Cynwyd, PA 19004 Delaware limited partnership
	(d)	Title of Class of Securities Common Stock, no par value (the “Common Stock”)
	(e)	CUSIP Number 58446J108

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

(1) Pursuant to an investment management agreement, RG Capital Management, L.P. (“RG Capital”) serves as the investment manager of Radcliffe SPC, Ltd.’s Class A Segregated Portfolio. RGC Management Company, LLC (“Management”) is the general partner of RG Capital. Steve Katznelson and Gerald Stahlecker serve as the managing members of Management. Each of RG Capital, Management and Messrs. Katznelson and Stahlecker disclaims beneficial ownership of the securities owned by Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio.

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: See Item 4(b) below.
	(b)	Percent of class: As of December 31, 2006, Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio (“Radcliffe”) owned (i) 743 shares of the Issuer’s Series D Convertible Preferred Stock (the “Preferred Stock”) and (ii) warrants to acquire 606,061 shares of Common Stock (the “Warrants”). Neither the Preferred Stock nor the Warrants may be converted or exercised by Radcliffe to the extent that such conversion or exercise would result in Radcliffe having beneficial ownership of more than 4.99% of the number of shares of Common Stock issued and outstanding following such conversion or exercise. Based on the foregoing limitations on conversion of the Preferred Stock and exercise of the Warrants, as of December 31, 2006, the securities were convertible and/or exercisable into 552,331 shares of Common Stock, or 4.99% of the Issuer's Common Stock (based on 10,516,444 shares of Common Stock outstanding as of November 10, 2006). RG Capital Management, L.P. disclaims beneficial ownership of the securities owned by Radcliffe.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: See Item 4(b) above.
		(iii)	Sole power to dispose or to direct the disposition of: 0
		(iv)	Shared power to dispose or to direct the disposition of: See Item 4(b) above.

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ý

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.

Item 8.	Identification and Classification of Members of the Group
Not applicable.

Item 9.	Notice of Dissolution of Group
Not applicable.

Item 10.	Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

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

Radcliffe SPC, Ltd. for and on behalf of the Class A
Segregated Portfolio
By: RG Capital Management, L.P.
By: RGC Management Company, LLC

			By:	/s/ Gerald F. Stahlecker
				Gerald F. Stahlecker
				Managing Director

Dated: February 8, 2007

RG Capital Management, L.P.
By: RGC Management Company, LLC

	By:	/s/ Gerald F. Stahlecker
		Gerald F. Stahlecker
		Managing Director

Dated: February 8, 2007