8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K /A

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 22, 2004

                        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))



SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

      On October 22, 2004, we received a written resignation from Joseph Testa,
member of the board of directors. Mr. Testa was appointed to the board of
directors on September 8, 2004 and was a member of the compensation and audit
committee. Mr. Testa's resignation letter dated October 22, 2004 did not state a
reason for his resignation. Subsequent to Mr. Testa's resignation, on October
29, 2004, he provided us with a letter detailing his alleged reasons for
resignation. We have attached a copy of this letter as an Exhibit to this Form
8-K/A. We strongly disagree with Mr. Testa's assertions. We believe his six-week
tenure as a member of the Board of Directors could not have afforded him the
opportunity to reach such conclusions. In addition, Mr. Testa failed to provide
any written notice of his supposed concerns to the Board, management of the
Company or anyone else while he was a member of the Board.

      Mr. Testa raised certain concerns about the selection process of our
auditors. This selection was approved by a majority of the members of the audit
committee. Furthermore, subsequent to Mr. Testa's resignation, the audit
committee unanimously ratified the appointment of the auditors. The review
process to select our new auditors lasted approximately three months, during
which time we interviewed three candidates on numerous occasions. Mr. Testa even
had a chance to interview with the new auditor prior to appointment, in which he
gave us his approval on the auditors' qualifications and the consent to announce
the appointment of the new auditor on October 14, 2004. Management provided the
audit committee with a final recommendation among the two final candidates,
which the audit committee took under consideration before providing approval for
the engagement of the new auditors. The Company believes such process complies
in all respects with the audit committee charter.

      Mr. Testa further alleges that our registration statement was not reviewed
by our directors prior to filing. This is clearly false in light of the fact
that one director was actively involved in the filing process and a majority of
our directors approved the filing, as evidenced by their signatures.

      The Company's Board of Directors welcomes the input and contribution of
all members. The Board seeks at all times to comply with all applicable rules
and regulations. However, the Board has carefully reviewed all of Mr. Testa's
allegations and finds them to be unfounded because of his very brief tenure on
the board and his actual knowledge of events.

Item 9.01 Financial Statements and Exhibits.

(a)   Financial statements of business acquired.

      Not applicable.

(b)   Pro forma financial information.

      Not applicable.

(c)   Exhibits.

      Exhibit 17.1



                                   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: November 2, 2004                  /s/ Yi Ping Chan
                                        ----------------------------------------
                                        Yi Ping Chan
                                        Interim CEO and Chief Operating Officer

EX-17.1

Gentleman:

      I have discovered the Form 8-K dated 10-28-04 regarding my resignation
from the Board of Directors of The Singing Machine, Inc. and DISAGREE with its
findings and I believe it to be highly inaccurate and misleading.

Regarding the events detailed on 10-27-04
- -----------------------------------------

      Mr. Darrin M. Ocasio, Esq. of Sichenzia Ross Friedman Ference LLP sent me
an email on 10-26-04 (not 10-27-04) requesting my reasons for resignation. I
tried repsonding to him the next day but had difficulty with the email
transmission. I faxed him to tell him the trouble with his email and stated in
the same paragraph "I was not sure of the reason" why his email was not being
received. I am completely perplexed as to how Mr. Ocasio could so badly take my
comment out of context and think it was the reason for the resignation,
especially since in the next paragraph I state that a draft (reasons for the
resignation) is forthcoming. Mr. Ocasio later called to tell me the problem was
in his email address. I have included a copy of my fax dated 10-27 -04 as
Exhibit A (to be faxed)of this response. The email (letter) received by Mr.
Ocasio "later that same day" was clearly marked - reasons for resignation-.
Counsel has chosen NOT to include that document in this filing, so for purposes
of my response to the Form 8-K, I will "clarify its content" on corporate
governance as follows:

      I needed to resign from the Board of Directors of the Singing Machine,
Inc. due to my inability to fulfill the duties and responsibilities as an
Independent Director and member of the Audit Committee. Specifically, during my
brief tenure, it appeared that the company was not taking all the necessary
steps to comply with the Sarbanes Oxley Act and other federal regulations.
Particular problems include:

1)    S1 Registration Statement dated 10-7-04

      This report contains a serious omission in that it does not list me as a
Director or as a member of the Audit Committee. I was not given the opportunity
to review the document prior its filing. I saw it a while later on the internet.
It appears that the other Independent Directors may not have been given the
opportunity to review it prior to filing either.

2)    Selection of Auditor

      Although I realize there were preliminary discussions prior to my joining
the Board, there would appear to be serious flaws in the recent appointment of
the new auditor.

      a)    I never had any direct contact with the Chairman of the Audit
            Committee in the selection of the new auditor.

      b)    There may not have been enough candidates for a thorough process of
            selection.

      c)    The entire committee was not involved in any interviews.

      d)    The Committee did not directly meet, either in person or by
            teleconference, to review and discuss any candidates.

      e)    The Committee dod not directly meet, either in person or by
            teleconference, to officially ratify their selection.

      f)    There are no formal minutes to document the due process in the
            selection of the auditor.

3)    Corporate Governance

      In my opinion, the company does not follow many elements of proper policy
and procedure. As such, I tried to initiate such measures. There were some early
attempts to accomodate my requests. However, my continuing efforts seemed to be
neither appreciated nor respected. I began to feel disenfranchised by the Board
and restrained in my ability to fulfill the duties and responsibilities of an
Independent Director and member of the Audit Committee. I gave the Board a
verbal conditional resignation subject to their commitment to provide a better
environment of corporate governance. I offered my help in this effort. The Board
rejected my help and accepted my resignation October 22, 2004.


/s/ Joseph Testa  10-29-04