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): JUNE 21, 2007

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

61 Broadway, 32^nd Floor

New York, New York 10006

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))

Item 2.02Results of Operations and Financial Condition.

On June 27, 2007, The Singing Machine Company, Inc., a Delaware corporation (the “Company”) announced its operating results for the fiscal year ended March 31, 2007. A copy of the press release that discusses these operating results is filed as Exhibit 99.1 to, and incorporated by reference in, this Current Report.

The information included in this Item 2.02 of this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information included in this Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective as of June 21, 2007, Mr. Danny Zheng resigned from his position as the Interim Chief Executive Officer of the Company. Effective as of the same date, the board of directors of the Company appointed Mr. Anton “Tony” Handal as the Chief Executive Officer of the Company. There are no family relationships among Mr. Handal and any of the Company’s directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers. There are no understandings or arrangements between Mr. Handal and any other person pursuant to which Mr. Handal was appointed as the Chief Executive Officer. Mr. Handal has not entered into a transaction, nor was there any proposed transaction between Mr. Handal and the Company at any time since the beginning of the Company’s last fiscal year. Mr. Handal intends to spend his work time between his newly appointed position as the CEO of the Company and as a partner of Handal & Associates.

Anton “Tony” Handal, 52.

Mr. Handal became the Chief Executive Officer of the Company on June 21, 2007. He is also the founder and principal of Handal & Associates, a law firm founded in 1983. Mr. Handal is a member of the California and Florida State Bars. He is a graduate of University of California at Los Angeles (UCLA) school of Economics and received a Juris Doctor degree from Southwestern University School of Law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated June 27, 2007, issued by Manaris Corporation. (Filed herewith)

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: June 27, 2007	By:	/s/ Danny Zheng
		Danny Zheng Chief Financial Officer

EX-99.1

  Investor Contact: Neil Berkman Berkman Associates (310) 826 - 5051 info@BerkmanAssociates.com   Company Contact: Danny Zheng CFO (954) 596 - 1000 www.SingingMachine.com    

The Singing Machine Company Reports Fiscal 2007 Results

Net Income Was $0.03 Per Share Versus A Loss of $0.19 Per Share

Working Capital Increased to $2.4 Million Versus A Deficit of $4.3 Million

Shareholders' Equity Increased to $2.9 Million Versus A Deficit of $3.7 Million

Coconut Creek, FL, June 27, 2007 -- The Singing Machine Company (AMEX: SMD) today announced financial results for the fiscal year ended March 31, 2007, highlighted by net income of $0.03 per diluted share versus a loss of $0.19 per diluted share for the fiscal year ended March 31, 2006.

The Company also reported substantial improvements in its balance sheet, including an increase in working capital to $2.4 million at March 31, 2007 compared to a working capital deficit of $4.3 million at March 31, 2006, and an increase in shareholders' equity to $2.9 million at March 31, 2007 compared to a deficit of $3.7 million at March 31, 2006.

"We achieved our primary goals for fiscal 2007, most importantly a return to profitability after three years of losses and a dramatic improvement in our financial condition, but we are far from satisfied. What remains is to drive top line growth going forward, and we believe that we have positioned the Company to make this happen in fiscal 2008," said CFO Danny Zheng.

"We also developed and introduced a new line of electronic products based on MGA's BRATZ^TM franchise, one of the world's leading toy lines and girls' lifestyle brands. These new products, which include DVD players, combination TV/DVDs, boom boxes, mini radios and sunglass radios jointly developed by The Singing Machine and MGA, have been well-received by our customers. Our BRATZ line is now being carried in Toys R Us stores nationwide, for example, and we currently expect these products to make a significant contribution to revenue in fiscal 2008. As a result, we are optimistic that we will increase our revenues in the new year compared to fiscal 2007." Zheng added.

Zheng noted that total operating expenses decreased 15% for fiscal 2007 compared to fiscal 2006, reflecting the Company's continued focus on effective cost control.

Fiscal 2007 Results

Revenue for the twelve months ended March 31, 2007 decreased to $26,732,000 compared to $32,306,000 for fiscal 2006.

Gross margin improved to 23% of revenue compared to 22% for the prior year, reflecting the increased contribution of new models.

(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 2007 Results

June 27, 2007

Page Two

Loss from operations decreased to $1,702,000 compared to a loss from operations of $2,159,000 for fiscal 2006. The decrease was primarily due to the reduction of operating expenses.

Net income for fiscal 2007 was $739,000, or $0.03 per diluted share, which included $2,454,000 from the reversal of a provision for Hong Kong income taxes. This compares to a net loss for fiscal 2006 of $1,905,000, or $0.19 per diluted share.

Conference Call Postponed

Singing Machine has postponed the conference call previously scheduled for today at 11:00 a.m. EST, and will soon announce a new date and time for the call soon.

About The Singing Machine

Incorporated in 1982, The Singing Machine Company develops and distributes a full line of consumer-oriented karaoke machines and music as well as other electronic products under The Singing Machine^TM, Motown^TM, MTV^TM, Nickelodeon^TM, Hi-5^TM, Bratz^TM 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, 2007. 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.

(tables attached)

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The Singing Machine Company, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS 

		For Years Ended March 31,
		2007			2006			2005
Net Sales	$	26,732,144		$	32,305,560		$	38,209,825
Cost of Goods Sold		20,616,541			25,223,056			28,945,283
Gross Profit		6,115,603			7,082,504			9,264,542
Operating Expenses
Selling expenses		2,308,959			2,169,168			3,546,185
General and administrative expenses		4,952,254			6,140,542			6,629,263
Depreciation and amortization		556,051			932,216			709,329
Total Operating Expenses		7,817,264			9,241,926			10,884,777
Loss from Operations		(1,701,661	)		(2,159,422	)		(1,620,235	)
Other Income (Expenses)
Other income		--			103,396			204,267
Gain on sale of subsidiary and other assets		29,028			--			--
Net gain on retirement of convertible debentures		--			2,253,725			--
Interest expense		(42,355	)		(487,307	)		(549,506	)
Interest expense - Amortization of
discount on convertible debentures		--			(1,615,642	)		(1,626,501	)
Net Other Income (Expenses)		(13,327	)		254,172			(1,971,740	)
Loss before reversal of provision for income taxes		(1,714,988	)		(1,905,250	)		(3,591,975	)
Reversal of Provision for income taxes		2,453,576			--			--
Net Income (Loss)	$	738,588		$	(1,905,250	)	$	(3,591,975	)
Income (Loss) per Common Share
Basic	$	0.03		$	(0.19	)	$	(0.39	)
Diluted	$	0.03		$	(0.19	)	$	(0.39	)
Weighted Average Common and
Common Equivalent Shares:
Basic		21,473,193			10,029,085			9,112,278
Diluted		25,082,054			10,029,085			9,112,278

The Singing Machine Company, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS 

	March 31,
	2007			2006
Assets
Current Assets
Cash and cash equivalents	$	1,188,900		$	423,548
Restricted cash		--			268,405
Accounts receivable, net		1,054,371			1,169,271
Due from factor		109,991			134,281
Inventories		2,280,083			1,688,058
Prepaid expenses and other current assets		521,891			228,402
Total Current Assets		5,155,236			3,911,965
Property and Equipment, net		446,510			513,615
Other Non-Current Assets		56,054			98,687
Total Assets	$	5,657,800		$	4,524,267
Liabilities and Shareholders' Equity (Deficit)
Current Liabilities
Accounts payable	$	903,245		$	1,563,810
Accounts payable - related party		199,316			--
Accrued expenses		624,994			648,182
Customer credits on account		594,169			1,034,215
Deferred gross profit on estimated returns		213,718			186,282
Loan payable		--			2,000,000
Subordinated debt-related parties		225,000			300,000
Income tax payable		--			2,453,576
Total Current Liabilities		2,760,441			8,186,065
Shareholders' Equity (Deficit)
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; 100,000,000 shares authorized;
27,286,199 and 10,060,282 shares issued and outstanding		272,862			100,603
Additional paid-in capital		17,306,341			11,658,031
Accumulated deficit		(14,681,844	)		(15,420,432	)
Total Shareholders' Equity (Deficit)		2,897,359			(3,661,798	)
Total Liabilities and Shareholders' Equity (Deficit)	$	5,657,800		$	4,524,267