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.

         See attached letters from Mr. Testa.




                                   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: January 3, 2004                    /s/ Yi Ping Chan
                                         --------------------------
                                         Yi Ping Chan
                                         Interim CEO and Chief Operating Officer

EX-99.1

Exhibit 99.1


Gentleman:

In this recent filing there are several statements about me that are misleading.

1) I did NOT consent to the appointment of the new auditor. Quite to the
contrary, I specifically told Jeff Barocas, CFO, who seemed to be leading the
project, that I was abstaining from making any decisions on the selection of an
auditor because I believed the process was not being conducted in accordance
with the spirit and intent of Sarbanes Oxley. I further stated that, in my
opinion, the Audit Committee, not management, should be leading the process to
select an independent auditor and the Committee should be actively meeting in
this effort.

2) I was NOT given the opportunity to formally interview an auditor. Mr. Barocas
had a staff member from an accounting firm call me to tell me about the firm. I
reported back to Mr. Barocas that the firm appeared to have the qualifications
to be eligible as a potential candidate. This was not an interview and I
certainly would not have endorsed a firm on the basis of this short telephone
call. I was not given an opportunity to interview or even meet any principal
from any firm.

3) I did NOT consent to the announcement of the appointment of the new auditor.
I did not participate in nor do I have knowledge of any Audit Committee meeting
conducted for the purpose of choosing an auditor. Nor was I aware that an
official offer had been made to an auditor or accepted by the auditor. I was not
involved in the preparation of the announcement to which you refer. I was not
given the opportunity to review it and I was not aware of the contents of this
report or the timing of its release. I learned that the company hired a new
auditor after the announcement was made.

4) Finally, everyone was well aware of all my concerns. My interests and
expectations were documented prior to my joining the board and I later
circulated a memo on the topic of governance. Most importantly, my concerns were
discussed numerous times with Directors and Management and in two
teleconferences with the full Board, one including your legal counsel in New
York.

Your statements have seriously misrepresented me and my position on these
matters and I demand that you file another 8K/A and include this letter as an
exhibit.