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 30,
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))
On
September 30, 2006, the Company completed the sale of all of the issued and
outstanding shares of common stock of its wholly owned subsidiary, International
SMC (HK) Limited (“ISMC”), to See Bright Investments Limited (“See Bright”), an
unaffiliated third party, pursuant to that certain Agreement for the Sale
and Purchase of the Entire Share Capital of International SMC (HK) Limited
dated
as of September 25, 2006 (the “Agreement”). Under
the
Agreement, the Company sold all of the
issued and outstanding shares of common stock of ISMC, representing an aggregate
100 shares, for an aggregate purchase price of HK$99,450
(USD $12,780).
On
October 4, 2006, the Company issued a press release announcing the entry into
the Agreement and the transactions contemplated therein. 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
|
|
10.1
|
|
Agreement
for the Sale and Purchase of the Entire Share Capital of International
SMC
(HK) Limited dated as of September 25, 2006 by and between The Singing
Machine Company, Inc. and See Bright Investments
Limited.
|
|
99.1
|
|
Press
release of The Singing Machine Company, Inc. dated October 4,
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:
October 4, 2006
|
/s/
Yi Ping Chan
|
| |
Yi
Ping Chan
|
| |
Interim
CEO and Chief Operating
Officer
|