UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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)     March 19, 2005
                                                         -----------------------

                                 MediaBay, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Florida
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                          1-13469                         65-0429858
--------------------------------------------------------------------------------
                 (Commission File Number)      (IRS Employer Identification No.)

      2 Ridgedale Avenue, Cedar Knolls, New Jersey                    07927
--------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                  (Zip Code)

                                 (973) 539-9528
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     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))

<PAGE>

      Item 1.01    Entry into a Material Definitive Agreement.
      Item 3.02    Unregistered Sales of Equity Securities.

      On March 21, 2005, MediaBay, Inc. (the "Company") issued an aggregate of
(a) 35,900 shares (the "Offering Shares") of its Series D Convertible Preferred
Stock (the "Series D Preferred"), (b) 32,636,364 five-year common stock purchase
warrants (the "Offering Warrants") and (c) preferred warrants (the
"Over-Allotment Warrants" and, together with the Offering Shares and the
Offering Warrants, the "Offering Securities") exercisable for a limited time,
for additional proceeds to the Company of $8.975 million, to purchase (1) up to
8,975 additional shares of Series D Preferred (the "Additional Shares" and,
together with the Offering Shares, the "Preferred Shares") and (2) up to
8,159,091 additional warrants identical to the Offering Warrants (the
"Additional Warrants" and, together with the Offering Warrants, the "Warrants"),
to accredited investors (the "Investors") for an aggregate purchase price of
$35.9 million (the "Financing").

      On March 19, 2005, holders of a majority of the Company's voting
securities approved by written consent (the "Shareholder Consent") (a) an
amendment to the Articles of Incorporation of the Company, increasing the number
of authorized shares of the common stock of the Company ("Common Stock") from
150,000,000 to 300,000,000, (b) a change of control which may occur as a result
of the Financing, and (c) the Company's issuance, in connection with the
transactions contemplated by the Financing documents, of Common Stock in excess
of 19.99% of the number of shares of Common Stock outstanding immediately prior
to the Financing (the "Cap Amount"), including those shares of Common Stock
issuable upon exercise or conversion of, or otherwise with respect to, any of
the Offering Securities, the Satellite Warrant (defined below) and the Merriman
Warrant (defined below) and including as a result of any anti-dilution or other
adjustments now or hereafter relating thereto, as required by applicable NASD
Marketplace Rules.

      While such actions have been approved by a majority of the shareholders,
the Company may not effect them until it satisfies certain information
requirements to the shareholders of the Company not party to the Shareholder
Consent, under Section 607.0704 of the Florida Business Corporation Act and
Regulation 14C of the Securities Exchange Act of 1934, as amended. As a result,
the Shareholder Consent will not be effective, and therefore no conversion of
the Preferred Shares nor exercise of the Warrants or the Satellite Warrant above
the Cap Amount can be effected until at least 20 calendar days after an
information statement is sent or given to such shareholders. Until such time,
the Investors have agreed not to convert or exercise their securities above
their pro rata portion of the Cap Amount and Merriman has agreed not to exercise
the Merriman Warrant. The Company is filing a preliminary information statement
with the Securities and Exchange Commission (the "SEC") today and intends to
send the final information statement to its shareholders as soon as practicable
in accordance with applicable law.
<PAGE>

      The Preferred Shares have a face value of $1,000 per share ("Stated
Value") and are convertible at any time at the option of the holder into shares
("Conversion Shares") of common stock at the rate of $0.55 per Conversion Share,
subject to certain anti-dilution adjustments, including for issuances of Common
Stock for consideration below the conversion price. The Preferred Shares are
also mandatorily convertible at the option of the Company, subject to its
satisfaction of certain conditions, commencing 30 days following the later date
to occur (the "Effective Date") of (a) the effective date of the Financing
Registration Statement (defined below) and (b) the effective date of the
Shareholder Consent. Under certain circumstances, the holders will also have the
right to require the Company to redeem their Preferred Shares at their Stated
Value, including, for instance, upon certain changes of control (as defined in
the Amendment to the Articles of Incorporation of the Company attached as
Exhibit 3.1 hereto), a bankruptcy event or the Company's failure to comply in
all material respects with its covenants with respect to the Financing, or at
120% of their Stated Value in the event the Company ever effects a "going
private" transaction. Cumulative dividends will accrue on the Preferred Shares
on an annualized basis in an amount equal to 6% of their Stated Value until they
are converted or redeemed and will be payable quarterly in arrears, beginning
April 1, 2005, in cash or, at the Company's option, subject to its satisfaction
of certain conditions, in shares of Common Stock ("Dividend Shares") valued at
93% of the average of the daily volume weighted average per-share price of the
Common Stock for the five trading days prior to the applicable payment date. The
Preferred Shares are non-voting. Subject to certain exceptions for accounts
receivable and equipment and capital lease financings, the Company may not incur
additional indebtedness for borrowed money or issue additional securities that
are senior to or pari passu to the Preferred Shares without the prior written
consent of holders of at least 2/3rds of the Preferred Shares then outstanding.

         Each Warrant is exercisable to purchase one share of Common Stock
(collectively, the "Warrant Shares"), at an exercise price of $0.56 per share
for a period of five years commencing September 21, 2005, subject to certain
anti-dilution adjustments, including for issuances of Common Stock for
consideration below the exercise price. In addition, once exercisable, the
Warrants permit cashless exercises during any period when the Warrant Shares are
not covered by an effective resale registration statement.

         The Over-Allotment Warrants are exercisable until 90 days following the
Effective Date for the purchase of Additional Shares and Additional Warrants, at
an exercise price equal to the Stated Value of the Additional Shares purchased,
with the purchase of each Additional Share including an Additional Warrant
exercisable for a number of Warrant Shares equal to 50% of the Conversion Shares
underlying such Additional Share.

         In connection with the Financing, the Company entered into a
registration rights agreement with the Investors whereby the Company has agreed
to register, at its expense, for resale by all such Investors other than, in
certain respects, Goldman, Sachs & Co. ("Goldman"), the Conversion Shares, the
Dividend Shares, the Warrant Shares and the shares underlying the Satellite
Warrant (defined below) (collectively, the "Financing Shares") beneficially held
by such Investors. Pursuant to that agreement, the Company has undertaken to
file with the SEC a registration statement for such purposes (the "Financing
Registration Statement") by May 1, 2005 and to use its best efforts to have the
Financing Registration Statement declared effective by June 19, 2005, subject to
a 30-day extension under certain circumstances. If the Financing Registration
Statement is not filed or effective by the applicable dates, the Company will be
required to pay cash penalties equal to up to approximately $493,500 (or
approximately $661,875 if all of such Investors' Preferred Warrants are
exercised) for each 30-day period during which either such default exists. The
Company entered into another registration rights agreement with Goldman pursuant
to which the Company granted Goldman a demand registration right with respect to
its Financing Shares, exercisable commencing 180 days after the Closing (the
"Demand Right") and agreed that upon Goldman's exercise of its Demand Right (a
"Demand"), the Company would use its best efforts (i) to file a registration
statement with the SEC for the resale of such shares (the "Goldman Registration
Statement") on or prior to the later of the 45th day after a Demand and the 15th
day after the effective date of the Financing Registration Statement (such later
date, the "Filing Deadline") and (ii) to have the Goldman Registration Statement
declared effective within 90 days after the Filing Deadline, subject to a 30-day
extension under certain circumstances. In the event the Goldman Registration
Statement is not filed or effective by the applicable dates, the Company will be
required to pay Goldman cash penalties equal to up to approximately $45,000 (or
approximately $56,250 if all of Goldman's Preferred Warrants are exercised) for
each 30-day period during which either such default exists.
<PAGE>

         As part of the Financing, certain affiliates of Forest Hill Capital,
LLC, a principal shareholder of the Company (collectively, the "Forest
Entities"), exchanged 1.8 million shares of Common Stock and 400,000 common
stock warrants previously purchased by them from the Company in October 2004 for
$900,000 of the Offering Securities. The Company has agreed to include an
additional 119,048 shares of Common Stock, as well as 50,000 shares of Common
Stock underlying certain additional warrants, already beneficially owned and
retained by Forest Hill Capital, for resale in the Financing Registration
Statement.

         As a condition to the closing of the Financing, Joseph Rosetti, the
Company's Chairman, and Jeffrey A. Dittus, the Company's Chief Executive
Officer, entered into an agreement with the Company wherein they agreed not to
sell any of their shares of Common Stock prior to the Effective Date. In
addition, each of Stephen Yarvis, Paul Ehrlich, Paul Neuwirth and Richard
Berman, the Company's independent directors, and the Company, have entered into
letter agreements pursuant to which each such independent director has agreed to
voluntarily resign from the Company's Board of Directors immediately upon
request of the Chairman of the Board. In consideration of such letter
agreements, and as a condition to any such requested resignation, the Company
has agreed to take all actions and to execute all documents necessary to cause
any unvested options held by each such board member to become immediately vested
in the event of and upon such member's requested resignation.

         Prior to the Financing, on March 19, 2005, the Company entered into an
agreement (the "Herrick Agreement") with Norton Herrick, a principal shareholder
of the Company, and Huntington Corporation, one of his affiliates and also a
principal shareholder of the Company (collectively, the "Herrick Entities"),
pursuant to which:

      (a)   all $5.784 million principal amount of the convertible notes of the
            Company owned by the Herrick Entities (the "Herrick Notes") and
            10,684 of their shares of the Series A Convertible Preferred Stock
            of the Company ("Series A Preferred") were converted as of that date
            into an aggregate of approximately 12.2 million shares of Common
            Stock (the "Herrick Shares"), at their stated conversion rate of
            $0.56 per share;

      (b)   the Company agreed to redeem the remaining 14,316 shares of Series A
            Preferred held by the Herrick Entities and all 43,527 of their
            shares of the Series C Convertible Preferred Stock of the Company
            (collectively, the "Redemption Securities") for $5.8 million, the
            aggregate stated capital of such shares, on the earlier of the
            effective date of the Shareholder Consent and June 1, 2005, and both
            the Redemption Securities and the redemption price were placed into
            escrow pending such date;
<PAGE>

      (c)   the Herrick Entities waived certain of their registration rights and
            the Company agreed to include the Herrick Shares for resale in the
            Financing Registration Statement, so long as such Herrick Shares are
            owned by the Herrick Entities and not otherwise transferred,
            including, but not limited to, in the Herrick Financing (as defined
            below); and

      (d)   the Herrick Entities consented to the terms of the Financing and the
            agreements entered into in connection with the Financing, as the
            Company was required to obtain such consents pursuant to the terms
            of the Herrick Notes, the Series A Preferred and the Series C
            Preferred.

In connection with the Financing, Herrick and Huntingdon also entered into a
voting agreement and proxy with the Company pursuant to which they agreed not to
take any action to contradict or negate the Shareholder Consent and gave the
Company a proxy to vote their shares, at the direction of the Company's Board of
Directors, until the Effective Date.

      In addition, concurrently with the Financing, the Herrick Entities sold
9,090,909 shares of Common Stock and 4,545,455 common stock purchase warrants to
several purchasers in a private sale for $5 million (the "Herrick Sale"). As
part of the Herrick Agreement, the Company agreed to register such securities
for resale by the purchasers thereof, as well as certain other warrants held by
the Herrick Entities, in a registration statement to be filed with the SEC
within 30 days following the effective date of the Financing Registration
Statement.

      The Company received $35 million of gross proceeds (not including the
securities exchanged by the Forest Entities for $900,000 of the purchase price)
in the Financing. The net proceeds to the Company from the sale of the Offering
Securities, after deducting consulting and financial advisory fees, counsel fees
and certain other expenses, were approximately $32 million. Merriman Curhan Ford
& Co. ("Merriman") acted as a financial advisor with respect to certain of the
investors in the Financing for which it received compensation from the Company
of $2,625,000 plus a five-year warrant (the "Merriman Warrant") to purchase
7,159,091 shares of Common Stock at an exercise price of $0.56 per share
commencing upon the effectiveness of the Shareholder Consent. Merriman also
received a structuring fee from the Company with respect to the Financing in the
amount of $175,000. The Company has agreed to include the shares underlying the
Merriman Warrant for resale in the Financing Registration Statement. At such
time as any Over-Allotment Warrants are exercised, the Company has also agreed
to pay to Merriman a fee equal to 7.5% of the proceeds from such exercise and
issue to Merriman a warrant, identical to the Merriman Warrant, exercisable for
a number of shares of Common Stock equal to 7.5% of the Conversion Shares
underlying the Additional Shares issued upon such exercise and 7.5% of the
Warrant Shares underlying the Additional Warrants issued upon such exercise. In
addition, the Company issued to Satellite Strategic Finance Associates, LLC, an
investor in the Financing, a warrant (the "Satellite Warrant") to purchase
250,000 shares of Common Stock (identical to the Warrants), and reimbursed it
$55,000 for expenses, for consulting services rendered by it in connection with
the Financing.
<PAGE>

      Concurrently with the Financing, the Company repaid from its net Financing
proceeds all of the principal and accrued and unpaid interest due on the
Company's outstanding senior notes issued on April 28, 2004, in the aggregate
amount of approximately $9.4 million. The Company will report an additional
charge in the first quarter of 2005 to reflect the write-off of unamortized
financing charges related to the repayment of this debt.

      The Offering Securities, the Satellite Warrant and the Merriman Warrant
(the "Financing Securities") were issued in the Financing without registration
under the Securities Act of 1933, as amended (the "Act"), in reliance upon the
exemptions from registration provided under Section 4(2) of the Act and
Regulation D promulgated thereunder. The issuances did not involve any public
offering; the Company made no solicitation in connection with the Financing
other than communications with the Investors; the Company obtained
representations from the Investors and Merriman regarding their investment
intent, experience and sophistication; the Investors and Merriman either
received or had access to adequate information about the Company in order to
make informed investment decisions; the Company reasonably believed that the
Investors and Merriman were sophisticated within the meaning of Section 4(2) of
the Act and "accredited investors" as defined in Regulation D; and the Offering
Securities, the Satellite Warrant and the Merriman Warrant were issued with
restricted securities legends.

      A correct copy of the employment agreement dated January 28, 2004 between
the Company and Jeffrey A. Dittus is also filed as an exhibit to this Form 8-K.

<PAGE>

                                   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 thereunto duly authorized.

                                        MediaBay, Inc.


                                        By: /s/ John Levy
                                            ------------------------------------
                                            John Levy
                                            Vice Chairman and Chief Financial
                                            Officer

Date:  March 22, 2005

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                         Description of Document

3.1             Amendment to the Articles of Incorporation of MediaBay, Inc.
                regarding the designation of the Series D Preferred Stock.

4.1             Registration Rights Agreement dated March 21, 2005 by and among
                MediaBay, Inc. and each of the investors whose names appear on
                the signature pages thereof.

4.2             Registration Rights Agreement dated March 21, 2005 by and
                between MediaBay, Inc. and Goldman, Sachs & Co.

4.3             Registration Rights Agreement (No. 1) dated March 19, 2005 by
                and among MediaBay, Inc., Norton Herrick and Huntingdon
                Corporation.

4.4             Registration Rights Agreement (No. 2) dated March 19, 2005 by
                and among MediaBay, Inc., Norton Herrick and Huntingdon
                Corporation.

10.1            Securities Purchase Agreement dated March 21, 2005 by and among
                MediaBay, Inc., Satellite Strategic Finance Associates, LLC and
                the other institutional investors whose names appear on the
                signature pages thereof, including exhibits and schedules
                thereto.

10.2            Form of Warrant issued to each Investor pursuant to the
                Securities Purchase Agreement.

10.3            Form of Preferred Warrant issued to each Investor pursuant to
                the Securities Purchase Agreement.

10.4            Form of Warrant issued to Satellite Strategic Finance
                Associates, LLC.

10.5            Form of Warrant issued to Merriman Curhan Ford & Co.

10.7            Form of Key Employee Agreement dated March 21, 2005 between
                MediaBay, Inc. and each of Jeffrey A. Dittus and Joseph Rosetti.

10.8            Form of Voting Agreement and Proxy dated March 21, 2005 by and
                among MediaBay, Inc., Norton Herrick and Huntingdon Corporation.

10.9            Agreement dated March 19, 2005 by and among MediaBay, Inc.,
                Norton Herrick and Huntingdon Corporation.

10.10           Letter Agreement dated March 21, 2005 by and among MediaBay,
                Inc., Forest Hill Select Offshore Ltd., Forest Hill Select Fund,
                L.P. and Lone Oak Partners L.P.

<PAGE>

10.11           Form of Letter Agreement between MediaBay, Inc. and each of
                Stephen Yarvis, Paul Ehrlich, Paul Neuwirth and Richard Berman.

10.12           Employment Agreement between MediaBay, Inc. and Jeffrey A.
                Dittus dated January 28, 2004.
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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)     March 19, 2005
                                                         -----------------------

                                 MediaBay, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Florida
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                          1-13469                         65-0429858
--------------------------------------------------------------------------------
                 (Commission File Number)      (IRS Employer Identification No.)

      2 Ridgedale Avenue, Cedar Knolls, New Jersey                    07927
--------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                  (Zip Code)

                                 (973) 539-9528
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     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 1.01    Entry into a Material Definitive Agreement.
      Item 3.02    Unregistered Sales of Equity Securities.

      On March 21, 2005, MediaBay, Inc. (the "Company") issued an aggregate of
(a) 35,900 shares (the "Offering Shares") of its Series D Convertible Preferred
Stock (the "Series D Preferred"), (b) 32,636,364 five-year common stock purchase
warrants (the "Offering Warrants") and (c) preferred warrants (the
"Over-Allotment Warrants" and, together with the Offering Shares and the
Offering Warrants, the "Offering Securities") exercisable for a limited time,
for additional proceeds to the Company of $8.975 million, to purchase (1) up to
8,975 additional shares of Series D Preferred (the "Additional Shares" and,
together with the Offering Shares, the "Preferred Shares") and (2) up to
8,159,091 additional warrants identical to the Offering Warrants (the
"Additional Warrants" and, together with the Offering Warrants, the "Warrants"),
to accredited investors (the "Investors") for an aggregate purchase price of
$35.9 million (the "Financing").

      On March 19, 2005, holders of a majority of the Company's voting
securities approved by written consent (the "Shareholder Consent") (a) an
amendment to the Articles of Incorporation of the Company, increasing the number
of authorized shares of the common stock of the Company ("Common Stock") from
150,000,000 to 300,000,000, (b) a change of control which may occur as a result
of the Financing, and (c) the Company's issuance, in connection with the
transactions contemplated by the Financing documents, of Common Stock in excess
of 19.99% of the number of shares of Common Stock outstanding immediately prior
to the Financing (the "Cap Amount"), including those shares of Common Stock
issuable upon exercise or conversion of, or otherwise with respect to, any of
the Offering Securities, the Satellite Warrant (defined below) and the Merriman
Warrant (defined below) and including as a result of any anti-dilution or other
adjustments now or hereafter relating thereto, as required by applicable NASD
Marketplace Rules.

      While such actions have been approved by a majority of the shareholders,
the Company may not effect them until it satisfies certain information
requirements to the shareholders of the Company not party to the Shareholder
Consent, under Section 607.0704 of the Florida Business Corporation Act and
Regulation 14C of the Securities Exchange Act of 1934, as amended. As a result,
the Shareholder Consent will not be effective, and therefore no conversion of
the Preferred Shares nor exercise of the Warrants or the Satellite Warrant above
the Cap Amount can be effected until at least 20 calendar days after an
information statement is sent or given to such shareholders. Until such time,
the Investors have agreed not to convert or exercise their securities above
their pro rata portion of the Cap Amount and Merriman has agreed not to exercise
the Merriman Warrant. The Company is filing a preliminary information statement
with the Securities and Exchange Commission (the "SEC") today and intends to
send the final information statement to its shareholders as soon as practicable
in accordance with applicable law.
The Preferred Shares have a face value of $1,000 per share ("Stated
Value") and are convertible at any time at the option of the holder into shares
("Conversion Shares") of common stock at the rate of $0.55 per Conversion Share,
subject to certain anti-dilution adjustments, including for issuances of Common
Stock for consideration below the conversion price. The Preferred Shares are
also mandatorily convertible at the option of the Company, subject to its
satisfaction of certain conditions, commencing 30 days following the later date
to occur (the "Effective Date") of (a) the effective date of the Financing
Registration Statement (defined below) and (b) the effective date of the
Shareholder Consent. Under certain circumstances, the holders will also have the
right to require the Company to redeem their Preferred Shares at their Stated
Value, including, for instance, upon certain changes of control (as defined in
the Amendment to the Articles of Incorporation of the Company attached as
Exhibit 3.1 hereto), a bankruptcy event or the Company's failure to comply in
all material respects with its covenants with respect to the Financing, or at
120% of their Stated Value in the event the Company ever effects a "going
private" transaction. Cumulative dividends will accrue on the Preferred Shares
on an annualized basis in an amount equal to 6% of their Stated Value until they
are converted or redeemed and will be payable quarterly in arrears, beginning
April 1, 2005, in cash or, at the Company's option, subject to its satisfaction
of certain conditions, in shares of Common Stock ("Dividend Shares") valued at
93% of the average of the daily volume weighted average per-share price of the
Common Stock for the five trading days prior to the applicable payment date. The
Preferred Shares are non-voting. Subject to certain exceptions for accounts
receivable and equipment and capital lease financings, the Company may not incur
additional indebtedness for borrowed money or issue additional securities that
are senior to or pari passu to the Preferred Shares without the prior written
consent of holders of at least 2/3rds of the Preferred Shares then outstanding.

         Each Warrant is exercisable to purchase one share of Common Stock
(collectively, the "Warrant Shares"), at an exercise price of $0.56 per share
for a period of five years commencing September 21, 2005, subject to certain
anti-dilution adjustments, including for issuances of Common Stock for
consideration below the exercise price. In addition, once exercisable, the
Warrants permit cashless exercises during any period when the Warrant Shares are
not covered by an effective resale registration statement.

         The Over-Allotment Warrants are exercisable until 90 days following the
Effective Date for the purchase of Additional Shares and Additional Warrants, at
an exercise price equal to the Stated Value of the Additional Shares purchased,
with the purchase of each Additional Share including an Additional Warrant
exercisable for a number of Warrant Shares equal to 50% of the Conversion Shares
underlying such Additional Share.

         In connection with the Financing, the Company entered into a
registration rights agreement with the Investors whereby the Company has agreed
to register, at its expense, for resale by all such Investors other than, in
certain respects, Goldman, Sachs & Co. ("Goldman"), the Conversion Shares, the
Dividend Shares, the Warrant Shares and the shares underlying the Satellite
Warrant (defined below) (collectively, the "Financing Shares") beneficially held
by such Investors. Pursuant to that agreement, the Company has undertaken to
file with the SEC a registration statement for such purposes (the "Financing
Registration Statement") by May 1, 2005 and to use its best efforts to have the
Financing Registration Statement declared effective by June 19, 2005, subject to
a 30-day extension under certain circumstances. If the Financing Registration
Statement is not filed or effective by the applicable dates, the Company will be
required to pay cash penalties equal to up to approximately $493,500 (or
approximately $661,875 if all of such Investors' Preferred Warrants are
exercised) for each 30-day period during which either such default exists. The
Company entered into another registration rights agreement with Goldman pursuant
to which the Company granted Goldman a demand registration right with respect to
its Financing Shares, exercisable commencing 180 days after the Closing (the
"Demand Right") and agreed that upon Goldman's exercise of its Demand Right (a
"Demand"), the Company would use its best efforts (i) to file a registration
statement with the SEC for the resale of such shares (the "Goldman Registration
Statement") on or prior to the later of the 45th day after a Demand and the 15th
day after the effective date of the Financing Registration Statement (such later
date, the "Filing Deadline") and (ii) to have the Goldman Registration Statement
declared effective within 90 days after the Filing Deadline, subject to a 30-day
extension under certain circumstances. In the event the Goldman Registration
Statement is not filed or effective by the applicable dates, the Company will be
required to pay Goldman cash penalties equal to up to approximately $45,000 (or
approximately $56,250 if all of Goldman's Preferred Warrants are exercised) for
each 30-day period during which either such default exists.
As part of the Financing, certain affiliates of Forest Hill Capital,
LLC, a principal shareholder of the Company (collectively, the "Forest
Entities"), exchanged 1.8 million shares of Common Stock and 400,000 common
stock warrants previously purchased by them from the Company in October 2004 for
$900,000 of the Offering Securities. The Company has agreed to include an
additional 119,048 shares of Common Stock, as well as 50,000 shares of Common
Stock underlying certain additional warrants, already beneficially owned and
retained by Forest Hill Capital, for resale in the Financing Registration
Statement.

         As a condition to the closing of the Financing, Joseph Rosetti, the
Company's Chairman, and Jeffrey A. Dittus, the Company's Chief Executive
Officer, entered into an agreement with the Company wherein they agreed not to
sell any of their shares of Common Stock prior to the Effective Date. In
addition, each of Stephen Yarvis, Paul Ehrlich, Paul Neuwirth and Richard
Berman, the Company's independent directors, and the Company, have entered into
letter agreements pursuant to which each such independent director has agreed to
voluntarily resign from the Company's Board of Directors immediately upon
request of the Chairman of the Board. In consideration of such letter
agreements, and as a condition to any such requested resignation, the Company
has agreed to take all actions and to execute all documents necessary to cause
any unvested options held by each such board member to become immediately vested
in the event of and upon such member's requested resignation.

         Prior to the Financing, on March 19, 2005, the Company entered into an
agreement (the "Herrick Agreement") with Norton Herrick, a principal shareholder
of the Company, and Huntington Corporation, one of his affiliates and also a
principal shareholder of the Company (collectively, the "Herrick Entities"),
pursuant to which:

      (a)   all $5.784 million principal amount of the convertible notes of the
            Company owned by the Herrick Entities (the "Herrick Notes") and
            10,684 of their shares of the Series A Convertible Preferred Stock
            of the Company ("Series A Preferred") were converted as of that date
            into an aggregate of approximately 12.2 million shares of Common
            Stock (the "Herrick Shares"), at their stated conversion rate of
            $0.56 per share;

      (b)   the Company agreed to redeem the remaining 14,316 shares of Series A
            Preferred held by the Herrick Entities and all 43,527 of their
            shares of the Series C Convertible Preferred Stock of the Company
            (collectively, the "Redemption Securities") for $5.8 million, the
            aggregate stated capital of such shares, on the earlier of the
            effective date of the Shareholder Consent and June 1, 2005, and both
            the Redemption Securities and the redemption price were placed into
            escrow pending such date;
(c)   the Herrick Entities waived certain of their registration rights and
            the Company agreed to include the Herrick Shares for resale in the
            Financing Registration Statement, so long as such Herrick Shares are
            owned by the Herrick Entities and not otherwise transferred,
            including, but not limited to, in the Herrick Financing (as defined
            below); and

      (d)   the Herrick Entities consented to the terms of the Financing and the
            agreements entered into in connection with the Financing, as the
            Company was required to obtain such consents pursuant to the terms
            of the Herrick Notes, the Series A Preferred and the Series C
            Preferred.

In connection with the Financing, Herrick and Huntingdon also entered into a
voting agreement and proxy with the Company pursuant to which they agreed not to
take any action to contradict or negate the Shareholder Consent and gave the
Company a proxy to vote their shares, at the direction of the Company's Board of
Directors, until the Effective Date.

      In addition, concurrently with the Financing, the Herrick Entities sold
9,090,909 shares of Common Stock and 4,545,455 common stock purchase warrants to
several purchasers in a private sale for $5 million (the "Herrick Sale"). As
part of the Herrick Agreement, the Company agreed to register such securities
for resale by the purchasers thereof, as well as certain other warrants held by
the Herrick Entities, in a registration statement to be filed with the SEC
within 30 days following the effective date of the Financing Registration
Statement.

      The Company received $35 million of gross proceeds (not including the
securities exchanged by the Forest Entities for $900,000 of the purchase price)
in the Financing. The net proceeds to the Company from the sale of the Offering
Securities, after deducting consulting and financial advisory fees, counsel fees
and certain other expenses, were approximately $32 million. Merriman Curhan Ford
& Co. ("Merriman") acted as a financial advisor with respect to certain of the
investors in the Financing for which it received compensation from the Company
of $2,625,000 plus a five-year warrant (the "Merriman Warrant") to purchase
7,159,091 shares of Common Stock at an exercise price of $0.56 per share
commencing upon the effectiveness of the Shareholder Consent. Merriman also
received a structuring fee from the Company with respect to the Financing in the
amount of $175,000. The Company has agreed to include the shares underlying the
Merriman Warrant for resale in the Financing Registration Statement. At such
time as any Over-Allotment Warrants are exercised, the Company has also agreed
to pay to Merriman a fee equal to 7.5% of the proceeds from such exercise and
issue to Merriman a warrant, identical to the Merriman Warrant, exercisable for
a number of shares of Common Stock equal to 7.5% of the Conversion Shares
underlying the Additional Shares issued upon such exercise and 7.5% of the
Warrant Shares underlying the Additional Warrants issued upon such exercise. In
addition, the Company issued to Satellite Strategic Finance Associates, LLC, an
investor in the Financing, a warrant (the "Satellite Warrant") to purchase
250,000 shares of Common Stock (identical to the Warrants), and reimbursed it
$55,000 for expenses, for consulting services rendered by it in connection with
the Financing.
Concurrently with the Financing, the Company repaid from its net Financing
proceeds all of the principal and accrued and unpaid interest due on the
Company's outstanding senior notes issued on April 28, 2004, in the aggregate
amount of approximately $9.4 million. The Company will report an additional
charge in the first quarter of 2005 to reflect the write-off of unamortized
financing charges related to the repayment of this debt.

      The Offering Securities, the Satellite Warrant and the Merriman Warrant
(the "Financing Securities") were issued in the Financing without registration
under the Securities Act of 1933, as amended (the "Act"), in reliance upon the
exemptions from registration provided under Section 4(2) of the Act and
Regulation D promulgated thereunder. The issuances did not involve any public
offering; the Company made no solicitation in connection with the Financing
other than communications with the Investors; the Company obtained
representations from the Investors and Merriman regarding their investment
intent, experience and sophistication; the Investors and Merriman either
received or had access to adequate information about the Company in order to
make informed investment decisions; the Company reasonably believed that the
Investors and Merriman were sophisticated within the meaning of Section 4(2) of
the Act and "accredited investors" as defined in Regulation D; and the Offering
Securities, the Satellite Warrant and the Merriman Warrant were issued with
restricted securities legends.

      A correct copy of the employment agreement dated January 28, 2004 between
the Company and Jeffrey A. Dittus is also filed as an exhibit to this Form 8-K.
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 thereunto duly authorized.

                                        MediaBay, Inc.

                                        By: /s/ John Levy
                                            ------------------------------------
                                            John Levy
                                            Vice Chairman and Chief Financial
                                            Officer

Date:  March 22, 2005
EXHIBIT INDEX

Exhibit No.                         Description of Document

3.1             Amendment to the Articles of Incorporation of MediaBay, Inc.
                regarding the designation of the Series D Preferred Stock.

4.1             Registration Rights Agreement dated March 21, 2005 by and among
                MediaBay, Inc. and each of the investors whose names appear on
                the signature pages thereof.

4.2             Registration Rights Agreement dated March 21, 2005 by and
                between MediaBay, Inc. and Goldman, Sachs & Co.

4.3             Registration Rights Agreement (No. 1) dated March 19, 2005 by
                and among MediaBay, Inc., Norton Herrick and Huntingdon
                Corporation.

4.4             Registration Rights Agreement (No. 2) dated March 19, 2005 by
                and among MediaBay, Inc., Norton Herrick and Huntingdon
                Corporation.

10.1            Securities Purchase Agreement dated March 21, 2005 by and among
                MediaBay, Inc., Satellite Strategic Finance Associates, LLC and
                the other institutional investors whose names appear on the
                signature pages thereof, including exhibits and schedules
                thereto.

10.2            Form of Warrant issued to each Investor pursuant to the
                Securities Purchase Agreement.

10.3            Form of Preferred Warrant issued to each Investor pursuant to
                the Securities Purchase Agreement.

10.4            Form of Warrant issued to Satellite Strategic Finance
                Associates, LLC.

10.5            Form of Warrant issued to Merriman Curhan Ford & Co.

10.7            Form of Key Employee Agreement dated March 21, 2005 between
                MediaBay, Inc. and each of Jeffrey A. Dittus and Joseph Rosetti.

10.8            Form of Voting Agreement and Proxy dated March 21, 2005 by and
                among MediaBay, Inc., Norton Herrick and Huntingdon Corporation.

10.9            Agreement dated March 19, 2005 by and among MediaBay, Inc.,
                Norton Herrick and Huntingdon Corporation.

10.10           Letter Agreement dated March 21, 2005 by and among MediaBay,
                Inc., Forest Hill Select Offshore Ltd., Forest Hill Select Fund,
                L.P. and Lone Oak Partners L.P.
10.11           Form of Letter Agreement between MediaBay, Inc. and each of
                Stephen Yarvis, Paul Ehrlich, Paul Neuwirth and Richard Berman.

10.12           Employment Agreement between MediaBay, Inc. and Jeffrey A.
                Dittus dated January 28, 2004.