8-K

                                  UNITED STATES
                       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): JULY 18, 2005

                        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 3 - SECURITIES AND TRADING MARKETS

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING

On July 18, 2005, The Singing Machine Company, Inc. (the "Company" or "SMD")
received notice from the American Stock Exchange (the "AMEX"), Listing
Qualifications Department, stating that the Company does not meet certain of the
AMEX's continued listing standards as set forth in Parts 3, 6 and 10 of the AMEX
Company Guide (the "Company Guide") and that the Company has become subject to
the continued listing evaluation and follow-up procedures and requirements of
Section 1009 of the Company Guide.

Pursuant to a review by the AMEX of the Company's 10-K for the fiscal year ended
March 31, 2005, the AMEX has determined that the Company is not in compliance
with Sections 1003(a)(i) and 1003(a)(iv) of the Company Guide, respectively,
which state, in relevant part, that the AMEX will normally consider suspending
dealings in, or removing from the list, securities of a company which (a) has
stockholders' equity of less than $2,000,000 if such company has sustained
losses from continuing operations and/or net losses in two of its three most
recent fiscal years; and (b) has sustained losses which are so substantial in
relation to its overall operations or its existing financial resources, or its
financial condition has become so impaired that it appears questionable, in the
opinion of the AMEX, as to whether such company will be able to continue
operations and/or meet its obligations as they mature.

The Company intends to submit a plan on or prior to August 18, 2005 advising the
AMEX of actions that it will take, which may bring it into compliance with
Sections 1003 (a)(i) and 1003(a)(iv) of the Company Guide within a maximum of 18
months and 12 months of receipt of the notice letter, respectively. The plan
will include specific milestones, quarterly financial projections, and details
relating to any strategic initiatives the Company plans to complete. The AMEX
Listings Qualifications Department will evaluate the plan, including any
supporting documentation which the Company may submit, and make a determination
as to whether the Company has made a reasonable demonstration in the plan of an
ability to regain compliance with Sections 1003 (a)(i) and 1003(a)(iv) of the
Company Guide within a maximum of 18 months and 12 months of receipt of the
notice letter, respectively, in which case the plan will be accepted. If the
plan is accepted, the Company may be able to continue listing during the plan of
up to 18 months, during which time the Company will be subject to periodic
review to determine if it is making progress consistent with the plan.

In addition, the Company was notified by the AMEX that it is not in compliance
with Section 301 of the Company Guide, which provides that a listed company is
not permitted to issue, or to authorize its transfer agent or registrar to issue
or register, additional securities of a listed class until it has filed an
application for the listing of such additional securities and received
notification from the AMEX that the securities have been approved for listing.
On or prior to August 1, 2005, the Company intends to submit a Listing of
Additional Shares ("LAS") application for all shares which it has issued without
the AMEX's approval which the Company estimates amounts to approximately 277,778
shares of its common stock. Failure by the Company to file the LAS application
on or prior to August 1, 2005 will result in the AMEX assessing the Company's
continued listing eligibility, including, but not limited to, the initiation of
delisting procedures.

Further, in accordance with Section 610(b) of the Company Guide, a listed
company which receives an audit opinion that contains a going concern
qualification must make a public announcement through the news media disclosing
the receipt of such qualified opinion. In the Company's 10-K for the fiscal year
ended March 31, 2005, the Company received an audit opinion containing a going
concern qualification, but did not issue the required press release. The Company
issued such press release on July 22, 2005.

On July 22, 2005, the Company issued a press release announcing the AMEX notice
and disclosing its receipt of the audit opinion that contains a going concern
qualification in connection with the Company's 10-K for the fiscal year ended
March 31, 2005. A copy of the press release is incorporated by reference and
filed as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

Not applicable.

(b) PRO FORMA FINANCIAL INFORMATION.

Not applicable.

(c) EXHIBITS.

                                INDEX TO EXHIBITS


Exhibit No.  Description
- -----------  -----------
99.1         Press release, dated July 22, 2005, issued by The Singing Machine
             Company, Inc.







                                   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: July 22, 2005                            /s/ Danny Zheng
                                               ---------------------------------
                                               Danny Zheng
                                               Chief Financial Officer

EX-99.1

Investor Contact:                                         Company Contact:
Neil Berkman                                              Y.P. Chan
Berkman Associates                                        Interim CEO
(310) 277 - 5162                                          (954) 596 - 1000
info@BerkmanAssociates.com                                www.SingingMachine.com

                              FOR IMMEDIATE RELEASE

                Receives Notice From The American Stock Exchange
               of Failure to Satisfy Certain Listing Standards and
                    Announces Its Receipt of An Audit Opinion
                  Which Contained A Going Concern Qualification

    Coconut Creek, FL, July 22, 2005 -- The Singing Machine Company (AMEX: SMD)
announced today that it has received notice from The American Stock Exchange
(the "Amex") that the Company has fallen below the continued listing standards
of the Amex and that its listing is being continued pursuant to an extension.

    Specifically, for the fiscal year ended March 31, 2005, the Company was not
in compliance with the minimum shareholders' equity requirement of $2,000,000,
and had reported net losses in each of the past two fiscal years, resulting in
the Company's non-compliance with Sections 1003(a)(i) and 1003(a)(iv) of the
Amex Company Guide. In addition, the Company failed to announce in a press
release, as required by Section 610(b) of the Amex Company Guide, that it
received an audit opinion which contained a going concern qualification as
disclosed in its Form 10-K for fiscal 2005 that was filed on June 29, 2005.

    In order to maintain its Amex listing, the Company intends to submit a plan
by August 18, 2005 advising the Amex of actions it will take, which may allow it
to regain compliance within a maximum of 18 months and 12 months from July 18,
2005, respectively. The Listings Qualifications Department will evaluate the
plan, and make a determination as to whether the Company has made a reasonable
demonstration in the plan of an ability to regain compliance. If the plan is
accepted, the Company may be able to continue its listing during the plan period
of up to 18 months, during which time it will be subject to periodic review to
determine whether it is making progress consistent with the plan.

    In addition, the Company was notified by the Amex that it is not in
compliance with Section 301 of the Company Guide, which requires that a listed
company file a Listing of Additional Shares application with the Amex for
approval, prior to the issuance of additional securities. The Company will
submit by August 1, 2005 a Listing of Additional Shares application for all the
shares it has issued without the Amex's approval, which the Company estimates
amounts to approximately 277,778 shares of its Common Stock.

    As a consequence of falling below continued listing standards, by July 23,
2005, the Company will be included in a list of issuers that are not in
compliance with the Amex's continued listing standards, and the Company's
trading symbol SMD will become subject to the extension .BC to denote its
noncompliance. This indicator will remain in effect until such time as the
Company has regained compliance with all applicable continued listing standards.

About The Singing Machine

    Incorporated in 1982, The Singing Machine Company develops and distributes a
full line of consumer-oriented karaoke machines and music under The Singing
MachineTM, MotownTM, MTVTM, NickelodeonTM and other brand names. The first to
provide karaoke systems for home entertainment in the United States, The 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 Private 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 our financial statements for
the fiscal year ended March 31, 2006. 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 risks that our vendors in China may not ship our products
on the scheduled basis and that we will have sufficient cash flow to finance our
working capital needs in the second and third quarter of this fiscal year. In
addition, you should review our risk factors in our SEC filings which are
incorporated herein by reference. 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.

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