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): September 18,
2008
THE
SINGING MACHINE COMPANY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-24968
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95-3795478
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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6601
Lyons Road, Bldg. A-7, Coconut Creek, Florida 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))
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
September 18, 2008, the Singing Machine (the "Company") received a written
notice from the American Stock Exchange (the "AMEX" or “Exchange”) advising that
the Company was not in compliance with the AMEX's listing requirements
(contained in Section 1003(a)(ii) of the AMEX Company Guide) because its has
shareholders’ equity of less than $4,000,000 and losses from continuing
operations and/or net losses in three out of its four most recent fiscal
years.
In
order
to maintain its AMEX listing, the Company must submit a recovery plan by October
16, 2008, advising the AMEX of action it has taken or will take to bring the
Company into compliance with the continued listing standards by March 31, 2009.
Acceptance of such plan is at the discretion of the AMEX. If the plan is
accepted, the Company will be able to continue its listing during the plan
period, during which time it will be subject to periodic review to determine
whether it is making progress consistent with the plan. If the Company is not
in
compliance with the listing standards by March 31, 2009 or fails the periodic
reviews, the AMEX will initiate delisting proceedings.
AMEX
also
notified the Company that pursuant to Company Guide Section 1003(f)(v) the
Exchange deems the Company’s share selling price too low and requests that the
Company effect a reverse stock split to address its low selling price. Failure
to do so within a reasonable amount of time may result in suspended dealings
or
removal from the Exchange.
The
Company, at this time, is planning to prepare and submit, in a timely manner,
a
plan in accordance with the AMEX requirements.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
Release, dated September 23, 2008 issued by The Singing Machine Company,
Inc. (Filed herewith)
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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.
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THE
SINGING MACHINE, COMPANY, INC.
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Date:
September 23, 2008
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/s/
Anton
Handal
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Anton
Handal
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Chief
Executive Officer
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