8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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): July 14, 2003

THE SINGING MACHINE COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-24968	95-3795478
(Commission File Number)	(IRS Employer Identification No.)

6601 Lyons Road, Bldg. A-7

Coconut Creek, FL 33073

(Address of Principal Executive Offices)(Zip Code)

(954) 596-1000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Change Since Last Report)

ITEM 7.

FINANCIAL STATEMENTS AND EXHIBITS

(c)

Exhibits.

99.1

The Singing Machine Company, Inc. Press Release dated July 14, 2003

ITEM 9.

REGULATION FD DISCLOSURE

On July 14, 2003, The Singing Machine Company, Inc. issued a press release commenting on its financial results for the fiscal year ended March 31, 2003.  A copy of the press release is furnished as an Exhibit to this Report on Form 8-K (Exhibit 99.1).  The information contained in this Report on Form 8-K is furnished pursuant to Item 12 (Results of Operation and Financial Condition).

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 hereto duly authorized.

THE SINGING MACHINE COMPANY, INC.

Date: July 14, 2003

By:

/s/ APRIL GREEN

April Green

Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release of The Singing Machine Company, Inc. dated

July 14, 2003

EX-99.1

	Investor Contact: Neil Berkman Berkman Associates (310) 277 - 5162 info@BerkmanAssociates.com	Company Contact: Y.P. Chan Chief Operating Officer (954) 596 - 1000 www.SingingMachine.com
	FOR IMMEDIATE RELEASE

The Singing Machine Company Reports Fiscal 2003 Results

and Restated Results for Fiscal 2002 and Fiscal 2001

Coconut Creek, FL, July 14, 2003  The Singing Machine Company (AMEX: SMD) announced today that revenue for the fiscal year ended March 31, 2003 increased 53% to a record $95,614,000 from $62,476,000 for fiscal 2002.  Net income for fiscal 2003 was $1,218,000, or $0.14 per diluted share.  This compares to net income for fiscal 2002 of $6,289,000, or $0.79 per diluted share, and to net income for fiscal 2001 of $3,696,000, or $0.50 per diluted share.

Operations Review

As previously announced, net income for fiscal 2002 and fiscal 2001 was restated to reflect an increase in the provision for income taxes.  Also as previously announced, revenue for fiscal 2003 was reduced by approximately $2.5 million for a discontinued sales agreement.  Fiscal 2003 results also reflected an inventory reserve of approximately $3.7 million, which was included in cost of goods sold.

The provision for income taxes was higher than previously anticipated.  There are two reasons for this.  First, due to the high level of inventory held by the Company during fiscal 2002 and 2003, profits from its Hong Kong subsidiary were used to pay a portion of the payables related to the inventory.  Because the Company did not reimburse its subsidiary on a timely basis, a "deemed dividend" was created for tax purposes in the United States.

Second, the Company's Hong Kong subsidiary applied for a Hong Kong offshore income tax exemption in 2001.  Management believes that the exemption will be approved because all profits of the Hong Kong subsidiary are derived from exporting to customers outside of Hong Kong.  Accordingly, no provision for foreign income taxes on the profits of the Hong Kong subsidiary had been provided.  However, as of July 1, 2003 the Company had not received official approval of this Hong Kong tax exemption.   The Company has decided to include a provision for these taxes in fiscal 2003 in the event that the exemption is denied.  The Company also restated income for the prior two years to include a provision for the Hong Kong offshore income tax exemption and the tax liability that arises from the deemed divide nd.

The Company's auditors have expressed "substantial doubt" about Singing Machine's ability to continue as a going concern, primarily because of its liquidity position.  Singing Machine is attempting to restructure its bank agreement and identify other sources of capital.

(more)

THE SINGING MACHINE COMPANY, INC.

6601 Lyons Road  !  Building A-7  !  Coconut Creek, Florida  33073  !  (954) 596-1000  !  Fax (954) 596-2000

_________________________________________________________________________________________________

The Singing Machine Company Reports Fiscal 2003 Results and Restated Results

for Fiscal 2002 and Fiscal 2001

July 14, 2003

Page Two

Conference Call

Singing Machine has scheduled a conference call tomorrow at 11:00 AM ET.  A simultaneous WebCast may be accessed at www.companyboardroom.com/company.asp?client=cb&ticker=smd.  A replay will be available at this address after 1:00 PM ET.  For a telephone replay, dial (800) 633-8284, reservation #21154675 after 1:00 PM ET.

About The Singing Machine Company

Incorporated in 1982, The Singing Machine Company develops and distributes a full line of consumer-oriented karaoke machines and music under The Singing Machine^TM, MTV^TM, Nickelodeon^TM, Hardrock Academy^TM and Motown^TM brand names.  The first to provide karaoke systems for home entertainment in the United States, Singing Machine sells its products in North America, Europe and Asia.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the 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 projected revenues, net income and net income per share.. 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 following:  the risk that (1) we will not be able to successfully renegotiate our credit agreement with our commercial lender, and/or find other sources of capital to finance our business operations,  (2) we will not have sufficient funding to meet our working capital requirements;  (3) changes in demand for the Company's products; (4) the impact of competitive products and pricing conditions in the karaoke industry and (5) general economic conditions and other risks discussed from time to time in the Company's Securities and Exchange Commission filings and reports, including but not limited to the Company's Amended Annual Report on Form 10-KSB for the year ended March 31, 2002.  In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions.  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.

(tables attached)

#3344

The Singing Machine Company, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF OPERATIONS
			March 31,		March 31,		March 31,
			2003		2002		2001
Net Sales		$	95,613,766	$	62,475,753	$	34,875,351
Cost of Sales			72,329,035		40,852,840		22,159,051
Gross Profit			23,284,731		21,622,913		12,716,300
Operating Expenses:
Advertising			5,032,367		2,377,638		921,359
Commissions			997,529		1,294,543		837,222
Compensation			3,637,559		2,486,547		1,916,612
Freight & handling			2,112,435		1,242,910		882,610
Royalty expense			2,257,653		1,862,116		148,643
Selling, general & administrative expenses			7,632,958		4,123,779		2,982,261
Total Operating Expenses			21,670,501		13,387,533		7,688,707
Earnings from Operations			1,614,230		8,235,380		5,027,593
Other Income (Expenses):
Other income			196,537		215,840		32,617
Interest income			11,943		16,934		50,242
Interest expense			(406,126)		(112,123)		(424,104)
Stock based guarantee fees			--		(171,472)		(267,029)
Factoring fees			--		--		(231,298)
Net Other Expenses			(197,646)		(50,821)		(839,572)
Earnings Before Income Tax			1,416,584		8,184,559		4,188,021
Provision for Income Tax			198,772		1,895,494		491,744
Net Earnings		$	1,217,812	$	6,289,065	$	3,696,277
			.				.
Earnings per common share:
	Basic	$	0.15	$	0.88	$	0.59
	Diluted	$	0.14	$	0.79	$	0.50
Weighted Average Common
and Common Equivalent Shares:
	Basic		8,114,330		7,159,142		6,291,792
	Diluted		8,931,385		7,943,473		7,457,173

The Singing Machine Company, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEETS
		March 31,
Assets		2003		2002
Current Assets:
Cash and cash equivalents	$	268,265	$	5,520,147
Restricted cash		838,411		513,684
Accounts receivable, net		5,762,944		3,536,903
Due from manufacturer		1,091,871		488,298
Inventories		25,194,346		9,274,352
Prepaid expenses and other current assets		1,449,505		422,314
Deferred tax asset		1,925,612		191,418
Deposits		34,097		--
Total Current Assets		36,565,051		19,947,116
Property and Equipment, net		1,096,423		574,657
Other Non-Current Assets		1,273,820		881,423
Total Assets	$	38,935,294	$	21,403,196
Liabilities and Shareholders' Equity
Current Liabilities:
Bank overdraft		316,646		--
Accounts payable	$	8,486,009	$	1,846,238
Accrued expenses		1,443,406		1,289,597
Due to related party		400,000		--
Revolving credit facility		6,782,824		--
Income taxes payable		3,821,045		2,041,928
Total Current Liabilities		21,249,930		5,177,763
Shareholders' Equity:
Preferred stock, $1.00 par value; 1,000,000     shares authorized, no shares issued and outstanding		--		--
Common stock, Class A, $.01 par value; 100,000     shares authorized; no shares issued and outstanding		--		--
Common stock, $0.01 par value; 18,900,000 shares authorized;     8,171,678 and 8,020,027 shares issued and outstanding		81,717		80,200
Additional paid-in capital		4,843,430		4,602,828
Retained earnings		12,760,217		11,542,405
Total Shareholders' Equity		17,685,364		16,225,433
Total liabilities and shareholders' equity	$	38,935,294	$	21,403,196