8-K

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): February 11, 2004
..

BAM! ENTERTAINMENT, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

000-32989
(Commission File Number) 77-0553117
(I.R.S. Employer Identification No.)

333 West Santa Clara Street, Suite 716
San Jose, California 95113
(Address of Principal Executive Offices, Including Zip Code)

(408) 298-7500
(Registrant’s Telephone Number, Including Area Code)

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7: Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 5. Other Events

On February 11, 2004, the Registrant issued a press release announcing that it had received a letter from the Nasdaq Listing Qualifications Department indicating that the Registrant is subject to delisting because of its failure to comply with certain Nasdaq Marketplace Rules. The Registrant plans to request an oral hearing before the Nasdaq Listing Qualifications Panel to review the determination reached by the Nasdaq Listing Qualifications Department and present a plan for achieving and sustaining compliance with Nasdaq Marketplace Rules. If delisted, the Registrant would attempt to have its common stock traded on the OTC Bulletin Board. A copy of the press release is filed herewith as Exhibit 99.1.

Item 7: Exhibits

99.1 Press release dated February 11, 2004

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: February 11, 2004	BAM! ENTERTAINMENT, INC.
	By:	/S/ STEPHEN AMBLER
	Name:	Stephen Ambler
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
Exhibit 99.1	Press Release dated February 11, 2004

EX-99.1 3 v96420exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

BAM! ENTERTAINMENT, INC. ANNOUNCES NASDAQ DELISTING NOTICE AND PLANS APPEAL

BAM! Entertainment, Inc. (NASDAQ: BFUN) (the “Company”) announced that on February 10, 2004, it received a letter from the Nasdaq Listing Qualifications Department indicating that the Company is subject to delisting because of its failure to comply with Marketplace Rule 4320(e)(2)(B), which requires a minimum of (i) $2,500,000 stockholders’ equity or (ii) a market capitalization of $35,000,000 or (iii) net income of $500,000, unless the Company requests a hearing prior to the opening of business on February 17, 2004.

The Company plans to request an oral hearing before the Nasdaq Listing Qualifications Panel to review the determination reached by the Nasdaq Listing Qualifications Department before February 17, 2004. The hearing is expected to be scheduled within 45 days of the filing of the hearing request. Under applicable rules, the hearing request will stay the delisting of the Company’s securities, pending a decision by the Nasdaq Panel. The Company intends to present a plan to the Nasdaq Panel for achieving and sustaining compliance with Marketplace Rule 4320(e)(2)(B), but there can be no assurance the Nasdaq Panel will grant the Company’s request for continued listing. The Company is actively pursuing various strategic alternatives with the goal of allowing it to achieve such compliance. If delisted, the Company would attempt to have its common stock traded in the over-the-counter market via the Electronic Bulletin Board.

About BAM!. Founded in 1999 and based in San Jose, California, BAM! Entertainment, Inc. is a developer, publisher and marketer of interactive entertainment software worldwide. The company develops, obtains, or licenses properties from a wide variety of sources, including global entertainment and media companies, and publishes software for video game systems, wireless devices, and personal computers. More information about BAM! and its products can be found at the company’s web site located at www.bam4fun.com.

This release contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current estimates and projections about BAM! Entertainment’s business, which are derived in part on assumptions of its management, and are not guarantees of BAM! Entertainment’s future performance, as such performance is 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. Such factors include, but are not limited to, those described in BAM! Entertainment’s Annual Report on Form 10-K for the year ended June 30, 2003, and its Quarterly Report on Form 10-Q for the three-month period ended September 30, 2003, which are filed with the U.S. Securities and Exchange Commission. Readers of this release are referred to those filings. BAM! Entertainment does not intend to update any of these forward-looking statements after the date of this release.

NOTE: BAM! Entertainment, BAM! and BAM!4 are trademarks of BAM! Entertainment, Inc.

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EX-99.1

Bam! Entertainment, Inc. Exhibit 99.1