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): AUGUST 31, 2006

                        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))


<PAGE>

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

On August 31, 2006, 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 Part 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, 2006,  the AMEX has  determined  that the Company is not in compliance
with Section  1003(a)(ii) of the Company Guide,  which states, in relevant part,
that the AMEX will normally  consider  suspending  dealings in, or removing from
the list,  securities of a company which has  stockholders'  equity of less than
$4,000,000  if such  company has  sustained  losses from  continuing  operations
and/or net losses in three of its four most recent fiscal years.

The  Company  intends  to submit a revised  plan on or prior to  October 2, 2006
advising  the  AMEX of  actions  that it will  take,  which  may  bring  it into
compliance with Section 1003 (a)(ii) of the Company Guide within a maximum of 18
months from July 18, 2005. The revised plan will  supplement the plan originally
submitted to the AMEX by the Company on August 18, 2005, in response to a notice
from the AMEX which the  Company  received on July 18,  2005,  in which the AMEX
determined that the Company was 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  revised  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
revised  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  revised  plan of an  ability  to regain  compliance  with
Section  1003  (a)(ii) of the Company  Guide  within a maximum of 18 months from
July 18, 2005, in which case the plan will be accepted. If the plan is accepted,
the  Company  may be able to  continue  listing  during the plan period or until
January 18,  2007,  during  which time the  Company  will be subject to periodic
review to determine if it is making progress consistent with the plan.

On September 6, 2006, the Company issued a press release  announcing the receipt
of the AMEX notice. 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 of The  Singing  Machine  Company,  Inc.  dated
                  September 6, 2006

<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 hereunto duly authorized.


                                        THE SINGING MACHINE COMPANY, INC.



Date: September 6, 2006                 /s/ Yi Ping Chan
                                        ---------------------------------------
                                        Yi Ping Chan
                                        Interim CEO and Chief Operating Officer
{"company-data": {"conformed-name": "SINGING MACHINE CO INC", "cik": "0000923601", "assigned-sic": "3652", "irs-number": "953795478", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24968", "film-number": "061076891"}, "business-address": {"street1": "6601 LYONS ROAD", "street2": "BLDG A-7", "city": "COCONUT CREEK", "state": "FL", "zip": "33073", "phone": "9545961000"}, "mail-address": {"street1": "6601 LYONS ROAD BLDG", "city": "COCONUT CREEK", "state": "FL", "zip": "33073"}}
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): AUGUST 31, 2006

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

On August 31, 2006, 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 Part 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, 2006,  the AMEX has  determined  that the Company is not in compliance
with Section  1003(a)(ii) of the Company Guide,  which states, in relevant part,
that the AMEX will normally  consider  suspending  dealings in, or removing from
the list,  securities of a company which has  stockholders'  equity of less than
$4,000,000  if such  company has  sustained  losses from  continuing  operations
and/or net losses in three of its four most recent fiscal years.

The  Company  intends  to submit a revised  plan on or prior to  October 2, 2006
advising  the  AMEX of  actions  that it will  take,  which  may  bring  it into
compliance with Section 1003 (a)(ii) of the Company Guide within a maximum of 18
months from July 18, 2005. The revised plan will  supplement the plan originally
submitted to the AMEX by the Company on August 18, 2005, in response to a notice
from the AMEX which the  Company  received on July 18,  2005,  in which the AMEX
determined that the Company was 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  revised  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
revised  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  revised  plan of an  ability  to regain  compliance  with
Section  1003  (a)(ii) of the Company  Guide  within a maximum of 18 months from
July 18, 2005, in which case the plan will be accepted. If the plan is accepted,
the  Company  may be able to  continue  listing  during the plan period or until
January 18,  2007,  during  which time the  Company  will be subject to periodic
review to determine if it is making progress consistent with the plan.

On September 6, 2006, the Company issued a press release  announcing the receipt
of the AMEX notice. 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 of The  Singing  Machine  Company,  Inc.  dated
                  September 6, 2006
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: September 6, 2006                 /s/ Yi Ping Chan
                                        ---------------------------------------
                                        Yi Ping Chan
                                        Interim CEO and Chief Operating Officer