UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCWashington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

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[X] Definitive Proxy Statement

[  ] Definitive Additional Materials

[  ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

THE SINGING MACHINE COMPANY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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THE SINGING MACHINE COMPANY, INC.

6301 NW 5^th Way, Suite 2900

Fort Lauderdale, FL 33309

(954) 596-1000

December 7, 2017

To Our Stockholders:

I am pleasedNOTICE OF THE 2023 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 18, 2023

November 22, 2023

Dear Stockholders:

It is my pleasure to invite you to attend the 2023 Virtual Annual Meeting of Stockholders (the “Annual Meeting”) of The Singing Machine Company, Inc., a Delaware corporation (the “Company”“Company,” “The Singing Machine,” “us,” or “our”) to. The Annual Meeting will be held on Friday, January 26, 2018December 18, 2023 at 9:3000 a.m. EST atEastern Time virtually by means of remote communication and can be accessed by visiting www.cstproxy.com/singingmachine/2023 where you will be able to listen to the Company’s executive offices located at 6301 NW 5^thWay, Suite 2900, Fort Lauderdale, FL 33309.meeting live, submit questions and vote online. You will not be able to attend the meeting in person.

Details regarding admission to the meeting and the business to be conducted are more fully described in the accompanying Notice ofThe Annual Meeting is being held for the following purposes:

Our board of directors recommends that you vote “FOR” the election of each of the ten director nominees; “FOR” the approval of the compensation of our named executive officers; FOR “every 3 years” to hold the say-on-pay vote; and Proxy Statement.“FOR” the ratification of the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

YOUR VOTE IS IMPORTANT.Only stockholders of record as of the close of business on November 21, 2023 will be entitled to receive notice of and to vote at the Annual Meeting, or any postponement or adjournment thereof. The accompanying Proxy Statement contains details concerning the foregoing items, as well as information on how to vote your shares. Other detailed information about our business and operations, including our audited financial statements, are included in our Annual Report on Form 10-K. We urge you to read and consider these documents carefully.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, in person,we encourage you are requested to complete, date, sign and returnsubmit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the enclosed proxy card in the enclosed envelope which requires no postage if mailed in the United States. Instructionsinstructions on the proxy card will tell you how to vote by returning your proxy card by mail. If you attendreceived in the Annual Meeting, you may votemail, and the additional information in person if you wish, even if you previously returned your proxy card.the accompanying Proxy Statement.

We appreciateOn behalf of the Board and the officers and employees of the Company, I would like to take this opportunity to thank you for your support and continued interest in the Company.support.

THE SINGING MACHINE COMPANY, INC.

6301 NW 5^th Way, Suite 2900PROXY STATEMENT

Fort Lauderdale, FL 33309

(954) 596-1000

NOTICE OFFOR ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

TO BE HELD ON DECEMBER 18, 2023

To Our Stockholders:TABLE OF CONTENTS

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, business operations, and executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “will,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements. We have based these forward-looking statements on our current expectations and projections about future events that we believe may affect our business, results of operations and financial condition.

The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described in the section titled “Risk Factors,” and elsewhere, in the Annual Report on Form 10-K for the fiscal year ended March 31, 2023, as well as the other reports we file with the Securities and Exchange Commission. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed or implied in the forward-looking statements. The forward-looking statements made in this Proxy Statement relate only to events as of the date of this Proxy Statement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.

THE SINGING MACHINE COMPANY, INC.

OurPROXY STATEMENT

FOR THE 2023 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 18, 2023

This Proxy Statement is solicited by the board of directors (our “Board”) of The Singing Machine Company, Inc., a Delaware corporation (the “Company,” “The Singing Machine,” “us,” or “our”), for use at our 2023 Virtual Annual Meeting of Stockholders of the Company(the “Annual Meeting”) to be held on December 18, 2023 at 9:00 a.m. Eastern Time, or at any adjournment or postponement thereof. The Annual Meeting will be held virtually by means of remote communication and can be accessed by visiting www.cstproxy.com/singingmachine/2023 where you will be able to listen to the meeting live, submit questions and vote online. You will not be able to attend the meeting in person. The Annual Meeting is being held for the purposes described herein. We first mailed these proxy materials to stockholders on January 26, 2018 at 9:30 a.m. EST at the Company’s executive offices which are located at 6301 NW 5^th Way, Suite 2900, Fort Lauderdale, FL 33309.or about November 22, 2023

ABOUT THE PROXY MATERIALS

This Proxy Statement, the enclosed proxy card, and the Annual Report on Form 10-K for the fiscal year ended March 31, 2023 (the “Annual Report”) are available at www.cstproxy.com/singingmachine/2023. The agendaAnnual Report, however, is not a part of the meeting includes the following:proxy solicitation material.

1. To elect five directorsWe are furnishing proxy materials to serve untilour stockholders of record on November 21, 2023. In connection with the nextsolicitation of proxies by our Board for use at the Annual Meeting of Shareholdersstockholders to be held virtually by means of remote communication and until their successors shallcan be electedaccessed by visiting www.cstproxy.com/singingmachine/2023. This proxy is being solicited by the Board, and qualified (Proposal No. 1);the cost of solicitation of the proxies will be paid by the Company. Our officers, directors and regular employees, without additional compensation, also may solicit proxies by further mailing, by telephone or personal conversations. We have no plans to retain any firms or otherwise incur any extraordinary expense in connection with the solicitation.

2. To ratifyQuestions and Answers About the appointmentAnnual Meeting and Voting

Who can vote at the Annual Meeting?

You can vote if, as of EisnerAmper LLPthe close of business on November 21, 2023 (the “Record Date”), you were a stockholder of record of our common stock. On the Record Date, there were 6,418,061 shares of our common stock outstanding.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to provide your proxy to ensure your vote is counted. Even if you vote by proxy, you may still vote if you are able to attend the Annual Meeting.

Beneficial Owner: Shares Registered in the Name of a Broker or Other Nominee

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer, or other nominee, then you are the “beneficial owner” of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other nominee on how to vote the shares in your account. If you do not direct your broker or other nominee how to vote your shares, the broker or other nominee will be entitled to vote the shares with respect to “routine” items, but will not be permitted to vote the shares with respect to “non-routine” items. Where you do not direct your broker or other nominee how to vote on “non-routine” items it is referred to as a “broker non-vote.”

Proposal 1, the Company’selection of directors, Proposal 2, the vote to approve, on an advisory basis, the compensation of our named executive officers, and Proposal 3, the vote to approve, on an advisory basis, the frequency that stockholder advisory votes to approve the compensation of our named executive officers are considered to be “non-routine” matters under applicable rules. Accordingly, any shares held in “street name” through a broker or other nominee will not be voted on these proposals unless you affirmatively provide the nominee with instructions for how to vote. Accordingly, broker non-votes may result for these proposals.

Proposal 4, the ratification of the selection of our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending MarchDecember 31, 2018 (Proposal No. 2); and2023, is considered to be a “routine” matter under applicable rules. Accordingly, any shares held in “street name” through a broker or other nominee may be voted by the nominee on Proposal 4 even if you do not provide the nominee with instructions for how to vote. Accordingly, we do not expect any broker non-votes will result for this proposal.

3. To considerAs a beneficial owner of shares, you are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and transact suchobtain a valid proxy from your broker or other nominee. Please contact your broker or other nominee for additional information.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock that you owned as of the Record Date.

What is the quorum requirement?

A majority of the outstanding shares of common stock entitled to vote at the Annual Meeting must be present at the Annual Meeting, either virtually or represented by proxy, in order for us to hold the Annual Meeting. This is referred to as a quorum. On the Record Date, there were 6,418,061 outstanding shares of our common stock entitled to vote. Thus, 3,215,449 shares of our common stock must be present at the Annual Meeting, either virtually or represented by proxy, to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Annual Meeting. Abstentions and broker non-votes will also be counted towards the quorum requirement.

What proposals am I being asked to vote upon?

The Annual Meeting is being held for the following purposes:

A vote may also be held on any other business as may properly come before the Annual Meeting.

Only shareholdersMeeting, or any postponement or adjournment thereof. However, as of record at the closedate of this Proxy Statement, we are not aware of any other business on November 27, 2017 are entitled to notice of and to votebe considered or acted upon at the Annual Meeting or any postponements or adjournments thereof.

These proposals are fully set forth in the accompanying Proxy Statement, which you are urged to read thoroughly. For the reasons set forth in the Proxy Statement, your Board of Directors recommends a vote “FOR” each of the proposals. The Company intends to mail the Annual Report, Proxy Statement and Proxy Card enclosed with this notice on or about December 7, 2017, to all stockholders entitled to vote at the Annual Meeting. If you were a stockholder of record of the Company’s common stock (OTCQX: SMDM) on November 27, 2017, the record date for the Annual Meeting, you are entitled to vote at the meeting and any postponements or adjournments of the meeting. Shareholders are cordially invited to attend the Annual Meeting. However, whether or not you plan to attend the meeting in person, your shares should be represented and voted. After reading the enclosed Proxy Statement, please sign, date, and return promptly the enclosed proxy card in the accompanying postpaid envelope we have provided for your convenience to ensure that your shares will be represented. If you do attend the meeting and wish to vote your shares personally, you may revoke your Proxy. If you attend the Annual Meeting, you may vote in person if you wish, even if you previously returned your proxy card.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE AND IN FAVOR OF EACH PROPOSAL SET FORTH ABOVE.

Fort Lauderdale, Florida

December 7, 2017

TABLE OF CONTENTSWhat are my voting choices for each of the items to be voted on at the Annual Meeting?

IMPORTANT:Please SIGN, DATE, and RETURN the enclosed Proxy Card immediately whether or not you plan to attend the Annual Meeting. A return envelope, which requires no postage, if mailed in the United States, is enclosed for your convenience.

THE SINGING MACHINE COMPANY, INC.

6301 NW 5^th Way, Suite 2900

Fort Lauderdale, FL 33309

(954) 596-1000

PROXY STATEMENT

FOR ANNUAL MEETING

OF SHAREHOLDERS

To Be Held January 26, 2018How do I vote?

GeneralStockholder of Record: Shares Registered in Your Name

WeIf you are providing these proxy materials in connection witha stockholder of record, you may vote using the solicitation by the Board of Directors of The Singing Machine Company, Inc. of proxies to be voted at our Annual Meeting of Shareholders, and at any postponement or adjournment of this meeting. Our Annual Meeting will be held on January 26, 2018 at our executive offices which are located at 6301 NW 5^th Way, Suite 2900, Fort Lauderdale, FL 33309. In this proxy statement, The Singing Machine Company, Inc. is referred to as the “Company,” “Singing Machine, “ “we,” “our” or “us.”following methods:

Our principal executive offices are located at 6301 NW 5^th Way, Suite 2900, Fort Lauderdale, FL 33309. Our proxy statement and the accompanying proxy card are first being mailed to our shareholders on or about December 7, 2017.

Purpose of the Annual Meeting

At our Annual Meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting on the cover page of this Proxy Statement, including the election of directors and ratification of the appointment of our independent registered public accounting firm. In addition, management will report on the performance of the Company during the current fiscal 2018 and respondWhether or not you plan to questions from stockholders.

Outstanding Securities and Voting Rights

Only holders of record of our common stock at the close of business on November 27, 2017, the record date, will be entitled to notice of, and to vote at the Annual Meeting. On that date, we had 38,282,028 shares of common stock outstanding. Each share of common stock is entitled to one vote at the Annual Meeting.

A majority of the outstanding shares of common stock present in person or represented by proxy constitutes a quorum for the transaction of business at the Annual Meeting. As noted above, as of the record date, 38,282,028 shares of our common stock, representing the same number of votes, were outstanding. Thus, the presence of the holders of common stock representing at least 19,141,014 votes will be required to establish a quorum. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining whether a quorum exists. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

In tabulating the voting results for any proposal, shares that constitute broker “non-votes” are not considered entitled to vote on that proposal. Thus, broker “non-votes” will not affect the outcome of any matter being voted on at the meeting assuming a quorum is obtained. Abstentions will have the same effect as a vote against a proposal.

Proxy Voting

Shares for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted “FOR” Proposal 1 - the election of each of the nominees to the Board named herein and “FOR” Proposal 2 - the ratification of EisnerAmper, LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2018. If, however, other matters are properly presented, the person named in the proxies in the accompanying proxy card will vote in accordance with their discretion with respect to such matters.

Because many of our stockholders are unable to personally attend the Annual Meeting, the Board of Directorswe urge you to vote by proxy using one of the Company solicitsmethods described above to ensure your vote is counted. You may still attend the enclosedAnnual Meeting and vote even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Other Nominee

If you are a beneficial owner of shares registered in the name of your broker or other nominee, you may vote using the following methods:

What if I am a stockholder of record and return a proxy so thatcard but do not make specific choices?

You should specify your choice for each stockholder is given an opportunity to vote. Thismatter on the proxy enables each stockholder to vote on all matters which are scheduled to come beforecard. If you return a signed and dated proxy card without marking voting selections for the meeting. When the Proxy Card is returned and properly executed, the stockholder’sspecific proposals, your shares will be voted according to the stockholder’s directions. Stockholders are urged to specify their choices by marking the appropriate boxes on the enclosed Proxy card.voted:

The manner

In the event any other matters are properly presented at the Annual Meeting, or any postponement or adjournment thereof, the person named as proxy will vote in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares of common stock are represented by certificates in your name so that you appear asaccordance with his discretion with respect to those matters.

What if I am a stockholder on the records of our transfer agent, Continental Stock Transfer & Trust Company, a proxy card forbeneficial owner and do not give voting those shares will be included within this Proxy Statement. You may vote those shares by completing, signing and returning the proxy card in the enclosed envelope.instructions to my broker or other nominee?

If you own sharesfail to provide your broker with voting instructions before the Annual Meeting, your broker will be unable to vote on the non-routine matters. Your broker may use his or her discretion to cast a vote on any routine matter for which you did not provide voting instructions.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers, and employees may also solicit proxies by mail, in street name, meaningperson, by telephone, or by other means of communication. Directors, officers, and employees will not be paid any additional compensation for soliciting proxies. We will also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.

What is “householding”?

The SEC has adopted rules that your sharespermit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements with respect to two or more security holders sharing the same address by delivering a single copy of common stock are held by a bank or brokerage firm, you may instead receivenotice and, if applicable, a voting instruction form withproxy statement, to those security holders.

A single copy of this Proxy Statement that you may use to instruct your bank or brokerage firm how to vote your shares. As with a proxy card, you may vote your shares by completing, signing and returning the voting instruction form in the envelope provided.

All votes will be tabulated by the Inspector of Elections appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions anddelivered to multiple stockholders sharing an address unless contrary instructions have been received from these stockholders. Once you have received notice from your broker, non-votes. A list of the stockholders entitled to vote at the Annual Meetingor from us, that they will be available“householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at the Company’s office located atany time, you no longer wish to participate in “householding” and would prefer to receive a separate Proxy Statement, please notify your broker and also notify us by sending your written request to: The Singing Machine Company, Inc., 6301 NW 5th 5^th Way, Suite 2900, Fort Lauderdale, FL 33309, for a periodAttention: Investor Relations or by calling Investor Relations at (954) 596-1000.

A stockholder who currently receives multiple copies of ten (10) days priorthis Proxy Statement at its address and would like to request “householding” should also contact its broker and notify us using the Annual Meeting for examination by any stockholder.contact information above.

Attendance and Voting at the Annual MeetingCan I revoke or change my vote after submitting my proxy?

If you own common stock of record, you may attendYes. You can revoke your proxy at any time before the Annual Meeting and vote in person, regardless of whether you have previously voted by proxy card. If you own common stock in street name, you may attend the Annual Meeting but in order to vote your shares at the meeting, you must obtain a “legal proxy” from the bank or brokerage firm that holds your shares. You should contact your bank or brokerage account representative to learn how to obtain a legal proxy. We encourage you to vote your shares in advance of the Annual Meeting by one of the methods described above, even if you plan on attending the Annual Meeting. If you have already voted prior to the meeting, you may nevertheless change or revoke yourfinal vote at the Annual Meeting in the manner describedas discussed below.

Revocation

If you own common stockare a stockholder of record, you may revoke a previously grantedyour proxy at any time before it is voted by delivering to the Secretary of the Company a written notice of revocation or a duly executed proxy bearingby:

If you are a beneficial owner of shares and have instructed your broker or other nominee to vote your shares, you may change your vote by following the directions received from your nominee to change those voting instructions or by attending the Annual Meeting and voting in person. Any stockholder owning common stock in street namevoting. However, you may change or revoke previously granted voting instructions by contactingnot vote your shares at the bank or brokerage firm holding the shares or by obtainingAnnual Meeting unless you request and obtain a legalvalid proxy from such bankyour broker or brokerage firmother nominee.

Who will count votes at the Annual Meeting?

Votes will be counted by the inspector of election appointed for the Annual Meeting. The inspector of election will also determine the number of shares outstanding, the number of shares represented at the Annual Meeting, the existence of a quorum, and whether or not the proxies and ballots are valid and effective.

How can I find out the results of the voting at the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will report the final voting results in person ata Current Report on Form 8-K that we expect to file with the SEC within four business days following the date of the Annual Meeting.

When are stockholder proposals for the 2024 annual meeting due?

Stockholders interested in presenting a proposal to be considered for inclusion in the proxy statement relating to the 2024 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and our Amended and Restated Bylaws (the “Bylaws”). To be considered for inclusion, stockholder proposals must be submitted in writing to The Singing Machine Company, Inc., 6301 NW 5^th Way, Suite 2900, Fort Lauderdale, FL 33309, Attention: Corporate Secretary, before July 25, 2024, which is 120 calendar days prior to the anniversary of the mailing date of this Proxy Statement. Any such proposal must meet the requirements of the Bylaws and all applicable laws and regulations.

Any stockholder who wishes to have a proposal considered at the 2024 annual meeting of stockholders, or to nominate a director for election at that meeting, but not submitted for inclusion in the proxy statement relating to that meeting, must give advance notice to us prior to the deadline for such meeting. In order for a proposal or nomination to be timely, it must be received by us no earlier than 120 days prior to the anniversary date of the Annual Meeting, or August 20, 2024, and no later than 90 days prior to the anniversary of the Annual Meeting, or September 19, 2024. In the event the 2024 annual meeting of stockholders is being held more than 30 days before or more than 70 days after the anniversary of the Annual Meeting. The submission of a stockholder proposal does not guarantee that it will be presented at the annual meeting. Stockholders interested in submitting a proposal are advised to contact knowledgeable legal counsel with regard to the detailed requirements of applicable federal securities laws and the Company’s bylaws, as applicable.

Vote Required To Approve Each ProposalPROPOSAL 1 – ELECTION OF DIRECTORS

Our Board currently consists of ten members. The Nominating and Corporate Governance Committee and the Board seek, and the Board is comprised of, individuals whose characteristics, skills, expertise, and experience complement those of other Board members. The Nominating and Corporate Governance Committee and Board have unanimously approved the recommended slate of ten directors.

The following table shows the Company’s nominees for election to the Board. Each nominee, if elected, will serve until the next annual meeting of stockholders or until a successor is duly elected and qualified, or until his earlier resignation or removal. All nominees are members of the present Board of Directors. We have no reason to believe that any of the nominees is unable or will decline to serve as a director if elected. Unless otherwise indicated by the stockholder, the accompanying proxy will be voted for the election of the directorsten persons named under the heading “Nominees for Directors.” Although the Company knows of no reason why any nominee could not serve as a director, if any nominee shall be unable to serve, the accompanying proxy will be voted for a substitute nominee.

Nominees for Director

Required Vote and Recommendation of the Company requires the affirmative voteBoard of Directors

Directors are elected by a plurality of the votes cast by stockholders at the Annual Meeting. A properly executed Proxy marked “WITHOLD AUTHORITY” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for the purposes of determining whether there is a quorum.

Ratification of the appointment of EisnerAmper, LLP as the Company’s independent registered public accounting firm for fiscal year 2017 will require the affirmative vote of the holders of at least a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting. Shares represented by executed proxies will be voted, if authority to do so is not withheld, “FOR” the election of the nominees named below.

We have set out below biographical and professional information about each of the nominees, along with a brief discussion of the experience, qualifications, and skills that the Board considered important in concluding that the individual should serve as a current director and as a nominee for re-election as a member of our Board.

MANAGEMENTMilton C. Ault, III,

The following table sets forth certain information with respect to our executive officers, directors and significant employees as of December 7, 2017.

Directors are elected orwas appointed to serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year until the meetingBoard of Directors as Executive Chairman on April 5, 2023. Mr. Ault has served as Executive Chairman of the Board of Directors followingof Ault Alliance, Inc. (“AAI”) since January 2021. Mr. Ault previously served as Chief Executive Officer of AAI from December 2017 to January 2021 and as Executive Chairman from March to December 2017. Mr. Ault is a seasoned business professional and entrepreneur who has spent decades identifying value in various financial markets including equities, fixed income, commodities, and real estate. Mr. Ault has served as the annual meetingChairman of stockholders and until their successors have been elected and qualified. Any officer elected or appointed by the Board or appointed byof Ault Disruptive Technologies Corporation (“ADTC”), an executive officer or byNYSE listed Special Purpose Acquisition Company, since its incorporation in February 2021. On February 25, 2016, Mr. Ault founded Alzamend Neuro, Inc. (“Alzamend”), a committee may be removed bybiotechnology firm dedicated to finding the Board either with or without cause,treatment, prevention and incure for Alzheimer’s Disease and served as its Chairman until its initial public offering, when he became Alzamend’s Chairman Emeritus and a consultant. Mr. Ault has served as Chairman and Chief Executive Officer of Ault & Company, Inc. (“A&C”) since December 2015, and as Chairman of Avalanche International Corp. (“Avalanche”), a publicly traded Nevada company, since September 2014. Since January 2011, Mr. Ault has been the caseVice President of an officer appointed by an executive officer or byBusiness Development for MCKEA Holdings, LLC, a committee, byfamily office. Throughout his career, Mr. Ault has consulted for publicly traded and privately held companies, providing each of them the officer or committeebenefit of his diversified experience, that appointed him or by the president.range from development stage to seasoned businesses.

The following information sets forthBoard has concluded that Mr. Ault is qualified to serve on the backgroundsBoard and as Executive Chairman because of his significant business background and experience of our directors and executive officers and has been provided to us by each respective individual:running public companies.

Gary Atkinson joined the Company in January 2008 and served as General Counsel and Corporate Secretary. For the past eight years, Mr. Atkinson has worked closely with all departments within the Company, including Operations, Finance, Sales, and the China production side. In November 2009, Mr. Atkinson was appointed as Interim Chief Executive Officer and was promoted as the Company’s permanent Chief Executive Officer in May 2012. Mr. Atkinson was appointed as a Director of the Company on August 11, 2021. Mr. Atkinson is a licensed attorney in the State of Florida and Georgia. He graduated from the University of Rochester with a BachelorsBachelor’s Degree in Economics and has been awarded a dual-degree J.D./M.B.A. from Case Western Reserve University School of Law and Weatherhead School of Management.

The Company believes that Mr. Atkinson is qualified to serve on the Board of Directors because of his 15+ years of karaoke industry experience and management experience.

Bernardo Melo has been with the Company since February 20032003. Mr. Melo was appointed as Chief Revenue Officer on April 22, 2022 and has served as the Vice President of Global Sales and Marketing (“VP of Sales”) since 2008. Mr. Melo was appointed as a Director of the Company on July 28, 2022. During his tenure at the Singing Machine,Company, Mr. Melo has overseen the sales and operations of the music division as well as managed the customer service department. Before taking over the responsibility of VP of Sales, Mr. Melo held dual roles with the Company managing the operations, licensing and sales of the music division while concentrating on hardware sales for the Latin America and Canada market as well as key U.S. accounts such as Toys R’ Us.Walmart. Prior to joining the Company, Mr. Melo held a consulting role for Rewards Network formerly Idine. Mr. Melo’s assignment during his tenure was improving their operational procedures while increasing efficiencies and lowering operating cost. Mr. Melo also worked at Coverall North America as Director of Sales managing a start upstartup initiative for the company covering 15 regional officesoffice and 40 sales reps across North America focusing on franchise sales. Overall Mr. Melo has over 13years16 years of sales, marketing and management experience.

The Company believes that Mr. Melo is qualified to serve on the CompanyBoard of Directors because of his 16+ years in June 2008senior positions sales and marketing experience as Controllerwell as his karaoke industry and Principal Accounting Officer and was appointed as the Company’s Chief Financial Officer in May, 2012. For the past 20 years Mr. Marquis has served as Controller or Chief Financial Officer for several manufacturing and distribution companies in the South Florida area. Some of these companies include Computer Products, Inc (Artesyn Technologies Inc), U S Plastic Lumber Corporation, Casi-Rusco, (division of Interlogix Inc.), DHF Industries, Inc and Ingear Fashions, Inc. Mr. Marquis graduated from Bryant College with a Bachelors Degree in Business Administration with a major in accounting. Mr. Marquis is a Certified Public Accountant in the state of Florida.management experience.

Phillip LauHenry C.W. Nisser joinedwas appointed as director of the Company’sCompany on April 5, 2023. Mr. Nisser has served as President of AAI since January 2021, as a member of the Board of Directors of AAI since September 2020 and as General Counsel of AAI since May 2019. Mr. Nisser previously served as Executive Vice President of AAI from May 2019 to January 2021. Mr. Nisser has served as the President, General Counsel and on the Board of Directors of BitNile Metaverse, Inc. (“BNMV”), a Nasdaq listed company that operates the BitNile.com metaverse platform, since March 2023. Mr. Nisser is the Executive Vice President and General Counsel of Avalanche. Mr. Nisser has served as the President, General Counsel and on the board of directors of ADTC since its incorporation in February 2021. Mr. Nisser has served on February 15, 2015the board of directors of Alzamend since September 1, 2020 and has served as its Executive Vice President and General Counsel since May 1, 2019. From October 2011 through April 2019, Mr. Nisser was an associate and subsequently a partner with Sichenzia Ross Ference LLP (“SRF”), a law firm based in New York City. While with SRF, his practice was concentrated in national and international corporate law, with a particular focus on U.S. securities compliance, public as well as private M&A, equity and debt financings and corporate governance. Mr. Nisser drafted and negotiated a variety of agreements related to reorganizations, share and asset purchases, indentures, public and private offerings, tender offers and going private transactions. Mr. Nisser also represented clients’ special committees established to evaluate M&A transactions and advised such committees’ members with respect to their fiduciary duties. Mr. Nisser is fluent in French and Swedish as well as conversant in Italian. Mr. Nisser received his B.A. from Connecticut College in 1992, where he majored in International Relations and Economics. He received his LLB from the University of Buckingham School of Law in 1999.

The Board has concluded that Mr. Nisser is qualified to serve on the board of directors because of his extensive legal experience involving complex transactions and comprehensive knowledge of securities laws and corporate governance requirements applicable to listed companies.

Kenneth S. Cragun was appointed as a director of the Company on July 27, 2022. Since February 2021, Mr. Cragun has served as the Chief Financial Officer of ADTC. Since August 2020, Mr. Cragun has served as the Chief Financial Officer of AAI and between October 2018 and August 2020, served as its Chief Accounting Officer. Since June 2021, Mr. Cragun has served as the Senior Vice President of Finance at Alzamend and between January 2018 and June 2021, as its Chief Financial Officer. Since September 2018, Mr. Cragun has served on the board of directors and Chairman of the Company’sAudit Committee of Verb Technology Company, Inc. He served as a CFO Partner at Hardesty, LLC, a national executive services firm between October 2016 and October 2018. His assignments at Hardesty included serving as Chief Financial Officer of CorVel Corporation, a publicly traded company and a nationwide leader in technology driven, healthcare-related, risk management programs, and of RISA Tech, Inc., a private structural design and optimization software company. Mr. Cragun was also Chief Financial Officer of two Nasdaq-traded companies, Local Corporation, from April 2009 to September 2016, which operated Local.com, a U.S. top 100 website, and Modtech Holdings, Inc., from June 2006 to March 2009, a supplier of modular buildings. Prior thereto, he had financial leadership roles with increasing responsibilities at MIVA, Inc., ImproveNet, Inc., NetCharge Inc., C-Cube Microsystems, Inc, and 3-Com Corporation. Mr. Cragun began his professional career at Deloitte. Mr. Cragun holds a Bachelor of Science degree in accounting from Colorado State University-Pueblo.

The Board has concluded that Mr. Cragun is qualified to serve on the Board of Directors fillingbecause of his significant private and public company operational and financial experience.

James M. Turner was appointed as a director of the vacancy from the resignation of Ms. Carol Lau due to retirement.Company on July 27, 2022 and our General Counsel on April 5, 2023. Mr. LauTurner has served as Chairmanthe Deputy General Counsel and Managing DirectorVP of Legal Affairs at AAI, Alzamend, A&C and Avalanche since April 2021 and at BNMV since March 2023. Prior to joining AAI, Mr. Turner spent approximately 19 years, including the last 10 as a partner, at SRF. Mr. Turner has significant practice involving corporate and securities law, including public and private equity and debt offerings, mergers and acquisitions, corporate governance and securities law compliance. Mr. Turner received B.A. degrees from Elmira College in political science and international relations, and his J.D. degree from American University, Washington College of Law, where he was a member of the Starlight GroupAmerican University International Law Review.

The Board has concluded that Mr. Turner is qualified to serve on the board of companies since Septemberdirectors because of 1989. Mr. Lau has over 45 yearshis extensive legal experience involving complex transactions and comprehensive knowledge of management experience in the consumer electronics industrysecurities laws and is a director in a number of Starlight groupcorporate governance requirements applicable to listed companies.

Harvey Judkowitz has served as a directorDirector of the Company since March 29, 2004 and is the chairman of the Audit Committee. He is licensed as a CPA in New York and Florida. From 1988 to the present date, Mr. Judkowitz has conducted his own CPA practices. He has served as the Chairman and CEO of UniPro Financial Services, a diversified financial services company up until the company was sold in September of 2005. He was formerly the President and Chief Operating Officer of Photovoltaic Solar Cells, Inc.

The Company believes that Mr. Judkowitz is qualified to serve on the Board of Directors because he is a qualified CPA with over 19+ years’ experience on the Board.

Joseph Kling was appointed as a directorDirector of the Company on May 9, 2017. Mr. Kling has spent his entire career in the toy industry, most notably serving as CEO of View-Master, the iconic stereoscopic toy company, which later purchased Ideal Toy from CBS and later became View-Master Ideal, publicly traded on the Nasdaq. View-Master Ideal later acquired California Plush Toys and the entire group was later acquired by Tyco Toys in 1989. Mr. Kling later went into private M&A consulting and sat on the board of Russ Berrie & Co (currently known as Kids Brands, Inc.) for 21 years advising on the acquisition of several toy companies. Mr. Kling has also served on the Board of Crown Crafts, a large distributor of infant, toddler, and juvenile consumer products and on the board of Lancit Media Entertainment, a children'schildren’s and family media production company (formerly listed on the Nasdaq). Notably, Mr. Kling has been involved in many major toy company acquisitions of brands such as Melissa & Doug and Brio.

The Company believes that Mr. Kling is qualified to serve on the Board of Directors because of his success and relationships in the toy industry and his deep understanding of consumer products and market awareness of mergers and acquisitions in the toy industry.

Peter HonMathieu Peloquin has servedwas appointed as a directorDirector of the Company since January 12, 2007.on December 1, 2021. Mr. Hon has beenPeloquin was appointed Senior Vice-President, Marketing and Communications at Stingray Group, Inc. (“Stingray”) in 2013 and oversees marketing, communication strategies, content and investor relations. Mr. Peloquin brings more than 20 years of experience as an expert marketer, strategist and inspiring leader. Prior to joining Stingray, Mr. Peloquin was Vice President of Marketing at Transcontinental Media Inc. and Vice President of Transcontinental Media Inc.’s Digital Marketing Solutions Group from 2010 to 2013. He also held several executive positions at Reader’s Digest Magazines Canada Limited and co-founded Equinox Marketing Services. Mr. Peloquin is a non-executiveCPA, CMA and holds a Bachelor of Commerce from the School of Management of the Starlight Group since 1998. Mr. Hon passed the College of Law qualifying examination in 1969 in the United Kingdom and began practicing law in Hong Kong in that year after being admitted to the High Court of Hong Kong. He has been the principal of Hon and Co, a law firm in Hong Kong for the past 38 years.Université du Québec à Montréal.

Yat Tung Lau has servedThe Company believes that Mr. Peloquin is qualified to serve as director of the Company since January 12, 2007. Mr. Lau joined the Starlight Group in 2003 as assistant to the Chairmana member of the Board of Starlight International and is now head of corporate relations. He is also responsible for local sales in China and heads the computer information system department for the Starlight Group. From 2002Directors due to 2003, he held a marketing executive position in Storage Technology Corporation. Mr. Lau recently received an MBA from the University of Minnesota and also holds a Bachelor of Arts degree inhis extensive business marketing from Indiana University.experience.

CORPORATE GOVERNANCE AND RELATED MATTERSJay B. Foreman

Board Committeeswas appointed as Director of the Company on May 23, 2022. Mr. Foreman has been a veteran of the toy industry for over 30 years. Mr. Foreman started his career at Fable Toys as a territory sales rep for the Jersey Shore and Meetingswithin ten years became SVP for Galoob Toys, where he was primarily responsible for developing the direct import business. He has founded multiple toy companies over his career, including co-founding Play-By-Play Toy’s and Novelties and more recently Play Along Toys, a leading toy company, which was subsequently sold to Jakks Pacific in 2004. Mr. Foreman later went on to found his third start up which became Basic Fun!, now the makers of Tonka™ trucks, Carebears™, K’NEX™, Lincoln Logs™, Playhut™. Mr. Foreman serves as CEO of Basic Fun!, which role he has had since he founded the company in 2009. He has also served on the boards of directors of the Toy Association and Licensing Merchandisers association. He currently chairs the Toy Industry trade show committee which is responsible for the world famous NY Toy Fair.

The Company believes that Mr. Foreman is qualified to serve as a member of the Board of Directors oversees our businessbecause of his extensive history and affairs and monitors the performance of management. In accordance with corporate governance principles, the Board does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the Chief Executive Officer, other key executives and by reading the reports and other materials that we send them and by participating in Board and committee meetings. Our directors hold office until their successors have been elected and duly qualified; unless the director resigns or by reasons of death or other cause is unable to serveexperience in the capacitytoy business, including his deep knowledge of director.licensing, operations, sales and marketing, M&A, and capital markets.

Family Relationships

There are no family relationships among any of our directors, director nominees or executive officers.

Involvement in Certain Legal Proceedings

Except as set forth below, our directors and executive officers have not been involved in any of the following events during the past ten years:

On June 23, 2015, Local Corporation, a Delaware corporation, filed a voluntary petition for reorganization under Chapter 11 of the US Bankruptcy Code. Mr. Cragun, a Director of the Company, was chief financial officer of Local Corporation at the time of filing.

Voting Recommendation

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE TEN DIRECTOR NOMINEES.

Information about the Board of Directors and Committees

Director Independence

The Board meets regularly duringevaluates the year to review matters affectingindependence of each nominee for election as a director of our company and to act on matters requiring Board approval. It also holds special meetings whenever circumstances require and may act by unanimous written consent. During fiscal 2017, there was 2 meetingsCompany in accordance with the Listing Rules (the “Nasdaq Listing Rules”) of the Board. All persons who were serving asNasdaq Stock Market.

Our Board currently consists of ten directors, during fiscal 2017 attended at least 75%Milton C. Ault, III, Gary Atkinson, Bernardo Melo, Henry C. Nisser, Kenneth Cragun, James Turner Harvey Judkowitz, Joseph Kling, Mathieu Peloquin, and Jay B. Foreman. Messrs. Nisser, Cragun, Peloquin, Judkowitz, Kling and Foreman are “independent directors” within the meaning of the aggregateNasdaq Listing Rules.

Board Leadership Structure and Role in Risk Oversight

Board Leadership Structure

Our Board does not have a policy regarding separation of the meetingsroles of Chief Executive Officer and Chairman of the Board, as the Board believes it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the board. Presently, Mr. Milton C. Ault, III serves as Executive Chairman of the Board and Mr. Gary Atkinson serves as Chief Executive Officer.

Six of the ten members of our Board satisfy the requirements of independence under the Nasdaq Listing Rules, and our audit, compensation, and nominating committees are composed entirely of independent directors. This structure encourages independent and effective oversight of our operations and prudent management of risk.

Role of our Board in Risk Oversight

Our Board is responsible for the oversight of our operational risk management process. Our Board has delegated authority for addressing certain risks, and assessing the steps management has taken to monitor, control, and report such risks to the Audit Committee. Such risks include risks relating to execution of our growth strategy, the effects of the economy and general financial condition and outlook, our ability to expand our client base, communication with investors, certain actions of our competitors, the protection of our intellectual property, sufficiency of our capital, security of information systems and data, integration of new information systems, credit risk, product liability, and costs of reliance on external advisors. The Audit Committee then reports such risks as appropriate to our Board, which then initiates discussions with appropriate members of our senior management if, after discussion of such risks, our Board determines that such risks raise questions or concerns about the status of operational risks then facing us.

Our Board relies on the Compensation Committee to address significant risk exposures that we may face with respect to compensation, including risks relating to retention of key employees, protection of partner relationships, management succession, and benefit costs, and, when appropriate, reports these risks to the full Board.

Meetings of our Board and its Committees

Our Board has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Our Board met 4 times, including telephonic meetings, during the fiscal year ended March 31, 2023. Each director attended more than 75% of our Board meetings. Each director attended more than 75% of the meetings held by committees of our Board on which they were members exceptserved during that period.

It is our policy that all of our directors are required to make a concerted and conscientious effort to attend our annual meeting of stockholders in each year during which that director serves as a member of our Board.

Board Committees

Our Board has established an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Each of the above-referenced committees operates pursuant to a formal written charter. The charters for Philip Lau, Yat Tung Lauthese committees, which have been adopted by our Board, contain a detailed description of the respective committee’s duties and Peter Hon. During fiscal 2017,responsibilities and are available on our website at www. singingmachine.com under the persons serving on our“Investor Relations –Governance” tab.

Below is a description of each committee of the Board of Directors. Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The Board of Directors were Philip Lau, Bernard Appel, Harvey Judkowitz, Stewart Merkin*, Yat Tung Lau,has determined that each member of the Audit Committee, Compensation Committee and Peter Hon . *Stewart Merkin resigned fromNominating and Corporate Governance Committee meet the Board on July 6, 2016.independence requirements under the Nasdaq’s current listing standards and each member is free of any relationship that would interfere with his individual exercise of independent judgment.

BOARD COMMITTEESAudit Committee

We have an audit committee, a compensation committee and a nominating committee.

The audit committee consistedmembers of our Audit Committee are Messrs. Judkowitz, Kling and Foreman, with Mr. Judkowitz serving as the Chairperson. Each of Messrs. Judkowitz, (Chairman)Kling and Appel (Deceased)) . The BoardForeman is independent under the rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market applicable to audit committee members. Our board of directors has determined that Mr. Judkowitz qualifies as an “auditaudit committee financial expert” as defined under Item 407 of Regulation S-K of the Exchange Act. The Board has determined that each of Messrs. Judkowitz and Appel were “independent directors” within the meaning of SEC regulations and meet the listing standardsfinancial sophistication requirements of the major stock exchanges. The audit committee recommendsNasdaq Stock Market.

Our Audit Committee has the engagement ofresponsibility for, among other things, (i) selecting, retaining and overseeing our independent registered public accounting firm, (ii) obtaining and reviewing a report by independent auditors tothat describe the board, initiatesaccounting firm’s internal quality control, and oversees investigations into matters relating to audit functions, reviewsany materials issues or relationships that may impact the plansauditors, (iii) reviewing and discussing with the independent auditors standards and responsibilities, strategy, scope and timing of audits, any significant risks, and results, (iv) ensuring the integrity of auditsthe Company’s financial statements, (v) reviewing and discussing with ourthe Company’s independent auditors reviews ourany other matters required to be discussed by PCAOB Auditing Standard No. 1301, (vi) reviewing, approving and overseeing any transaction between the Company and any related person and any other potential conflict of interest situations, (vii) overseeing the Company’s internal audit department, (v) reviewing, approving and overseeing related party transactions, and (viii) establishing and overseeing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls and approves services to be performed by our independent auditors. Effective June 2017 Messr. Kling was appointed to the audit committeeor auditing matters and the Board has determined that he qualifies as an “independent director” within the meaningconfidential, anonymous submission by Company employees of the listing standards of the major stock exchanges.concerns regarding questionable accounting or auditing matters. The Audit Committee charter can be found online at https://singingmachine.com/pages/governance.

Compensation Committee

The compensation committee consistedmembers of our Compensation Committee are Messrs. Judkowitz. The compensation committee considers and authorizes remuneration arrangements for senior management and grants options under, and administers our employee stock option plan. Effective June 2017, Messr.Judkowitz, Kling and Philip Lau were appointedForeman, with Mr. Kling serving as the Chairperson. Our Compensation Committee has the responsibility for, among other things, (i) reviewing and approving the chief executive officer’s compensation based on an evaluation in light of corporate goals and objectives, (ii) reviewing and recommending to the Board the compensation committee.of all other executive officers, (iii) reviewing and recommending to the Board incentive compensation plans and equity plans, (iv) reviewing and discussing with management the Company’s Compensation Discussion and Analysis and related information to be included in the annual report on Form 10-K and proxy statements, and (v) reviewing and recommending to the Board for approval procedures relating to Say on Pay Votes. The Compensation Committee charter can be found online at https://singingmachine.com/pages/governance.

Nominating and Corporate Governance Committee

The nominating committee consistedmembers of our Nominating and Corporate Governance Committee are Messrs. Appel (Chairman)(Deceased)Judkowitz, Kling and Yat Tung Lau. The nominating committee is responsible for reviewingForeman, with Mr. Foreman serving as the qualificationsChairperson. Our Nominating and Corporate Governance Committee has the responsibility relating to assisting the Board in, among other things, (i) identifying and screening individuals qualified to become members of potential nominees for electionour board of directors, consistent with criteria approved by our board of directors, (ii) recommending to the Board the approval of Directorsnominees for director, (ii) developing and recommending to our board of directors a set of corporate governance guidelines, and (iv) overseeing the nominees to the Boardevaluation of Directors for such election. Effective June 2017, Philip Lau was appointed to join the nominating committee.our board of director. The Nominating and Corporate Governance Committee charter can be found online at https://singingmachine.com/pages/governance.

Nomination of DirectorsOther Board Committees

As provided inOther than the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, we have no standing committees of our nominatingBoard.

Committee Composition

The table below lists each director nominee’s committee chartermemberships and our Company’s corporate governance principles, the chairperson of each Board committee.

Nominations Process and Criteria

Our Nominating Committee is responsible for identifying individuals qualified to become directors. The Nominating Committee seeks to identify director candidates based on input provided by a number of sources, including (1) the Nominating Committee members, (2) our other directors, (3) our shareholders, (4) our Chief Executive Officer or Chairman, and (5) third parties such as professional search firms. In evaluating potential candidates for director, the Nominating Committee considers the entirety of each candidate’s credentials.

Qualifications for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of the Board of Directors. However, at a minimum, candidates for director must possess:

In addition to these minimum qualifications, the Nominating Committee also takes into account when considering whether to nominate a potential director candidate the following factors:

Any stockholder wishing to propose that a person be nominated for or appointed to our Board may submit such a proposal to:

The Singing Machine Company, Inc.

6301 NW 5^th Way, Suite 2900

Fort Lauderdale, FL 33309

(954) 596-1000

Attention: Corporate Secretary

There have been no material changes

The Corporate Secretary will forward any such correspondence to the procedures by which stockholders may recommend nominees toChairperson of the Company’sNominating and Corporate Governance Committee for review and consideration in accordance with the criteria described above and the requirements set forth in the Bylaws.

Board Diversity

The Board does not have a formal policy regarding board diversity for our board of directors as set fortha whole nor for each individual member, the nominating and corporate governance committee does consider such factors as gender, race, ethnicity, experience and area of expertise, as well as other individual attributes that contribute to the total diversity of viewpoints and experience represented on the board of directors.

As required by the Nasdaq Rules that were approved by the SEC in August 2021, the Company is providing information about the gender and demographic diversity of its directors in the Company’s Proxy Statementformat required by Nasdaq Rules. The information in the matrix below is based solely on Schedule 14A.information provided by our directors about their gender and demographic self-identification. Directors who did not answer or indicated that they preferred not to answer a question are shown under “did not disclose demographic background” or “did not disclose gender” below.

DIRECTOR’S COMPENSATION

During Fiscal 2017, our compensation package for our non-employee directors consistedBoard Diversity Matrix (as of grants of stock options, cash payments, stock issuances and reimbursement of costs and expenses associated with attending our board meetings. Our six non-employee directors during Fiscal 2017 were Messrs. Appel  (Deceased), Judkowitz, Hon, Yat Tung Lau, Merkin* and Phillip Lau. *Stewart Merkin resigned from the Board on July 6, 2016

During Fiscal 2017, we have utilized the following compensation policy for our directors:November 22, 2023)

The following table sets forthStockholder Communications with respect to the named director, compensation information inclusive of equity awards and payments made in the fiscal year ended March 31, 2017.our Board

DIRECTOR COMPENSATIONStockholders and other parties interested in communicating directly with our Board, a committee thereof, or any individual director, may do so by sending a written communication to the attention of the intended recipient(s) to: The Singing Machine Company, Inc., 6301 NW 5^th Way, Suite 2900, Fort Lauderdale, FL 33309, Attention: Corporate Secretary. The Corporate Secretary will forward all appropriate communications to the Chairperson of the Audit Committee.

Refer to Note 1 “Stock Based Compensation” in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for the relevant assumptions used to determine the valuationCode of our option awards.Ethics

(1) AsWe have adopted a Code of March 31, 2017 the aggregate numberEthics that applies to our principal executive officer, principal financial officer, and principal accounting officer. Our Code of stock awards held by Messrs. Appel, Merkin, and JudkowitzEthics is 244,669, 242,332, and 264,669, respectively which includes stock options of 20,000 exercised by Mr. Judkowitzavailable on in March, 2016. The aggregate stock awards held by Messrs. Hon and Yat Tung Lau is 39,274 and 28,857, respectively.

(2) As of March 31, 2017 the aggregate number of Company stock options held by Messrs. Appel, Judkowitz and Merkin is 200,000 and Messrs. Hon and Yat Tung Lau is 60,000 and 40,000, respectively.our website at https://singingmachine.com/pages/governance.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACTChange of Control Arrangements

We do not know of any arrangements, which may, at a subsequent date, result in a change of control of the Company.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own more than ten percent10% of a registered classthe outstanding shares of our equity securitiescommon stock, to file reports of securities ownership and changes in such ownership concerning their shares of our common stock with the SEC. Officers, directors,SEC and greater-than-ten-percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file. We are required to disclose delinquent filings of reports by such persons.

Based solely upon a review of Forms 3, Forms 4, and Forms 5 furnished to us pursuant to Rule 16a-3 under the Exchange Act, we believe that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act during the year ended March 31, 20172023 were timely filed, as necessary, by the officers, directors, and security holders required to file such forms except for as set forth in the following:Delinquent Section 16(a) section below.

Mr. Harvey Judkowitz filed a Form 5 in lieu of filing a timely Form 4 with respect to two transactions;Delinquent Section 16(a) Reports

Mr. Bernard Appel filed a Form 5 in lieu of filing a timely Form 4 with respect to one transaction;

Mr. Stewart Merkin filed a Form 5 in lieu of filing a timely Form 4 with respect to one transactions;

Mr. Peter Hon filed a Form 5 in lieu of filing a timely Form 4 with respect to two transactions.

Mr. Yat-Tung Lau filed a Form 5 in lieu of filing a timely

	●	Mr. Gary Atkinson filed a late Form 4 on June 23, 2022 with respect to one transaction;
	●	Mr. Bernardo Melo filed a late Form 4 on June 23, 2022 with respect to one transaction;
	●	Mr. Lionel Marquis filed a late Form 4 on June 23, 2022 with respect to one transaction; and
	●	Mr. Jay B. Foreman filed a late Form 4 on June 30, 2022 with respect to one transaction.

PROPOSAL 2 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

What Am I Voting On?

Stockholders are being asked to approve, on a non-binding, advisory basis, the compensation of our named executive officers.

Voting Recommendation

FOR the non-binding, advisory vote to approve the executive compensation of our named executive officers disclosed in this Proxy Statement under the section entitled “Executive Compensation,” including the compensation tables and other narrative executive compensation disclosures therein, required by Item 402 of SEC Regulation S-K.

Summary

We believe executive compensation is an important matter for our stockholders. A fundamental principle of our executive compensation philosophy and practice continues to be to pay-for-performance. An executive officer’s compensation package historically has been comprised of a base salary, which reflects individual performance and expertise. Previously, we have also granted stock options to our executive officers as part of their compensation. Based on our size and scope, we believe that this type of compensation program is consistent with our strategy, competitive practice, sound corporate governance principles, and stockholder interests and concerns. We urge you to read this Proxy Statement for additional details on our executive compensation, including our compensation philosophy and objectives and the fiscal year ended March 31, 2023 compensation of the named executive officers.

This proposal, commonly known as a “say-on-pay” proposal, gives you, as a stockholder, the opportunity to endorse or not to endorse our executive pay philosophy, policies, and procedures. This vote is intended to provide an overall assessment of our executive compensation program, rather than focus on any specific item of compensation. Given the information provided above and elsewhere in this Proxy Statement, our Board asks you to approve the following resolution:

“RESOLVED, that the Company’s stockholders approve the compensation of the Company’s named executive officers described in the Proxy Statement under the section titled “Executive Compensation”, including the compensation tables and other narrative executive compensation disclosures therein, required by Item 402 of Regulation S-K.”

As an advisory vote, this proposal is non-binding on us. However, our Board and Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

PROPOSAL 3 – ADVISORY VOTE TO APPROVE THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION

What Am I Voting On?

Stockholders are being asked to approve, on a non-binding, advisory basis, the frequency of say-on-pay votes.

Voting Recommendation

FOR the non-binding, advisory vote on the frequency of say-on-pay votes approving the executive compensation of our named executive officers disclosed in this Proxy Statement under the section titled “executive compensation,” including the compensation tables and other narrative execution compensation disclosures therein, required by Item 402 of SEC Regulation S-K every three years.

Summary

As discussed above in Proposal 2, executive compensation is an important matter for the Company’s stockholders. Companies are required to provide a separate stockholder advisory vote once every six years to determine whether the stockholders’ say-on-pay vote should occur every year, every two years, or every three years. We believe that approval of executive compensation should occur every three years, as stockholder feedback on executive compensation would be more useful if the success of our compensation program is judged over a period of time.

We are asking stockholders to vote on whether the say-on-pay vote should occur every year, every two years, or every three years. As an advisory vote, this proposal is non-binding on the Company. However, our Board values the opinions of our stockholders and will consider the outcome of the vote when determining how often a say-on-pay advisory vote of the stockholders should be taken.

PROPOSAL 4 – RATIFICATION OF THE SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

The Board has approved a change in the Company’s fiscal year end from March 31 to December 31. Accordingly, the Company’s next fiscal year will end on December 31, 2023, resulting in a nine-month transition period from April 1, 2023 to December 31, 2023. We will report one-time, nine-month transitional financial statements for the period from April 1, 2023 through December 31, 2023 in March 2024.

It is the responsibility of the Audit Committee to select and retain our independent registered public accounting firm. The Audit Committee has appointed Marcum LLP (“Marcum”) as our independent registered public accounting firm to audit the consolidated financial statements of the Company for the nine-month transitional period year ending December 31, 2023. The Board recommends stockholder ratification of the appointment of Marcum. EisnerAmper LLP (“EisnerAmper”) served as the Company’s independent public accounting firm for the fiscal year ended March 31, 2023.

Although stockholder ratification of the selection of our independent registered public accounting firm is not required by our Bylaws or applicable law, we are submitting the selection for ratification so our stockholders may participate in this important corporate decision. If not ratified, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select a different independent registered public accounting firm.

Representatives of Marcum are expected to be present at the Annual Meeting and will have an opportunity to make a statement and respond to questions from stockholders present at the meeting.

Audit Fees and Services

The following table sets forth the fees billed to us for the year ended March 31, 2023 and 2022 for professional services rendered by EisnerAmper:

For purposes of the table, the professional fees are classified as follows:

Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures to oversee the external audit process and pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by the Audit Committee, as applicable, before the respective services were rendered.

Voting Recommendation

OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE SELECTION OF MARCUM AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.

AUDIT COMMITTEE REPORT

The Audit Committee is responsible for, among other things, reviewing and discussing our audited financial statements with management, discussing with our independent registered public accounting firm information relating to its judgments about the quality of our accounting principles, recommending to our Board that we include the audited financial statements in the Annual Report on Form 10-K, and overseeing compliance with the SEC requirements for disclosure of our independent registered public accounting firm’s services.

Review of Fiscal Year 2023 Consolidated Financial Statements

In connection with its review of our Fiscal Year 2023 Consolidated Financial Statements, the Audit Committee has:

Based upon the review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for fiscal year ended March 31, 2023 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023.

By the Audit Committee of the Board of Directors:

Harvey Judkowitz, Chairman

Joseph Kling

Jay Foreman

The Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or the Exchange Act except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

MANAGEMENT

As of November 22, 2023, the Company’s named executive officers are as follows:

Gary Atkinson. For biographical information on Mr. Atkinson, please see Proposal 1, “Election of Directors.”

Bernardo Melo. For biographical information on Mr. Melo, please see Proposal 1, “Election of Directors.”

Lionel Marquis joined the Company in June 2008 as Controller and Principal Accounting Officer and was appointed as the Company’s Chief Financial Officer in May 2012. For the past 27 years Mr. Marquis has served as Controller and or Chief Financial Officer for several manufacturing and distribution companies in the South Florida area. Some of these companies include Computer Products, Inc (Artesyn Technologies Inc), US Plastic Lumber Corp., Casi-Rusco, (division of Interlogix Inc.), DHF Industries, Inc and Ingear Fashions, Inc. Mr. Marquis graduated from Bryant University with a Bachelor’s Degree in Business Administration with a major in accounting.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides certain summary information concerningregarding the compensation awarded to, earned by or paid to our Chief Executive Officer and other named executive officers of our Company (collectively,with respect to the “named executive officers”) for Fiscal 2017.

SUMMARY COMPENSATION TABLE

Mr. Atkinson does not have an employment contract with the Company and had an annual salary of $120,000 for the fiscal yearyears ended March 31, 2017.2023 and 2022.

Mr. Marquis does not have an employment contract with the Company and has an annual salary of $130,000 for the fiscal year ended March 31, 2017.

Mr. Melo does not have an employment contract with the Company and had an annual salary of $157,200 for the fiscal year ended March 31, 2017.

OPTION GRANTS IN FISCAL 2017

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDOutstanding Option and Stock Awards at Fiscal Year-End

The following table sets forth information with respect to outstanding grants of options to purchase our common stock under our Year 2001 Stock Option Planstock option awards issued with Board of Directors approval to the named executive officers as of the fiscal year ended March 31, 2016:2023:

EMPLOYMENT AGREEMENTSEmployment Agreements

AsEffective April 22, 2022, we entered into employment agreements with each of our Chief Executive Officer and Chief Revenue Officer (the “Employment Agreements”). Effective December 7, 2017,28, 2022 we entered into an employment agreement with our Chief Financial Officer.

The employment agreements for Messrs. Atkinson and Melo are for a term of three years with automatic renewals for successive one-year terms, unless either party provides notice of its intention not to extend. Mr. Marquis’s employment agreement terminates on the close of business on December 31, 2023.

Pursuant to the Employment Agreements, as compensation for their service as executives of the Company, did not havethe executives will receive: (1) a base salary per annum (the “Base Salary”), set forth below and commensurate benefits, as described in the Employment Agreement; (2) eligibility, subject to their continued employment with the Company, to earn an annual bonus (the “Annual Bonus”); (3) eligibility, also subject to their continued employment with the Company, to participate in the Company’s 2023 Equity Incentive Plan, or any successor plan, subject to the terms of such plan; and (4) entitlement, also subject to the executives’ continued employment contracts with anythe Company, to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by them in connection with the performance of its employees.their duties for the Company and the Company’s expense reimbursement policies and procedures.

SEPARATION AND CONSULTING AGREEMENTSThe executives’ base salaries are as follows:

In addition to the payment of accrued amounts due to the executives, the Employment Agreements for Messrs. Atkinson and Melo each provide for the payment of severance to the Executives in a lump sum payment equal to two times the sum of the executive’s base salary and annual bonus for the year in which the termination occurs, in the event of the termination of the Agreement by the Company without Cause (as defined in the Employment Agreement), or upon the Company’s election not to renew the Employment Agreement or by the executive for Good Reason (as defined in the Employment Agreement). The Employment Agreements provide for payments to the executive of certain amounts in the event of the executive’s death or disability (as defined in the Employment Agreement).

As of December 7, 2017,In the Company did not have any employment contracts with any of its employees. However, on January 3, 2014, the Company entered into agreements with the three executive officers named above that if an executive’sevent Messrs. Atkinson’s or Melo’s employment is terminated by the executive for Good Reason (as defined in the Employment Agreement) on account of its failure to renew the Employment Agreement or without Cause (as defined in the Employment Agreement”) within twelve months of a Change in Control (as defined in the Employment Agreement), the executive shall be entitled to receive a lump sum payment equal to two times the base salary and annual bonus for the year in which the termination takes place.

Payment of severance under the Employment Agreement is conditioned upon Messrs. Atkinson’s and Melo’s execution of a release in favor of the Company.

The Employment Agreements superseded the change of control agreements previously entered into by the Company following ain January 2014 with each of its three executive officers.

Pursuant to the change of control agreement (“CIC Agreement”) entered into by the Company in January 2014 and subsequent to the change in control of the executive will beCompany that occurred in August 2022, Mr. Marquis’ employment agreement included acknowledgement by the Company that he was entitled to receive bonus cash compensation of $400,000. This bonus is to be paid in accordance with the section in his Employment Agreement pertaining to the Change in Control Compensation even if terminated by the Company for any reason. Payments are to be made as follows:

(a) $200,000 on December 31, 2022;

(b) $100,000 on April 30, 2023; and

(c) $100,000 on December 31, 2023.

Executive Bonus Plan

On April 22, 2022, our Board of Directors approved a Bonus Plan (the “Bonus Plan”) for our executive officers.

The Bonus Plan offers a cash bonus, stock options, and stock grants to the executives based on the Company’s EBITDA at its fiscal year end. The value of the cash bonus and number of stock options and grants increases based on the Company’s percentage of net sales. The Bonus Plan also provides for a one-time option grant to the executives upon the successful listing of the Company’s shares of common stock on the Nasdaq Stock Market, LLC.

Director Compensation

The following within 10 daystable sets forth with respect to the named director, compensation information inclusive of termination:equity awards and payments made during the year ended March 31, 2023.

(1) As of March 31, 2023 the aggregate number of stock awards held by Messrs. Judkowitz, Kling and Foreman is 12,295 and 1,140, respectively. The aggregate stock awards held by both Messrs. Foreman and Peloquin is 617.

(2) As of March 31, 2023 the aggregate number of Company stock options held by Messrs. Judkowitz, Kling and Foreman is 5,669, 4,335, and 1,667, respectively and Messrs. Peloquin, Turner and Cragun is 1,667, 667 and 667, respectively.

During our fiscal year ended March 31, 2023, our compensation package for our non-employee directors consisted of grants of stock options, cash payments, stock issuances and reimbursement of costs and expenses associated with attending our board meetings.

We compensate our directors as follows:

2022 Equity Incentive Plan

On April 12, 2022, our Board of Directors adopted the 2022 Equity Incentive Plan, or the 2022 Plan. The 2022 Plan provides for the issuance of equity incentive awards, such as stock options, stock appreciation rights, stock awards, restricted stock, stock units, performance awards and other stock or cash-based awards collectively, the “Awards.” Awards may be granted under the 2022 Plan to the Company’s employees, officers, directors, consultants, agents, advisors and independent contractors.

The maximum number of shares of common stock initially available for issuance under the 2022 Plan was 233,334 shares of common stock and thereafter an annual increase shall be added as of the first day of the Company’s fiscal year beginning in 2023, equal to the least of (i) 5% of the outstanding common stock on a fully diluted basis as of the end of the Company’s immediately preceding fiscal year, (ii) 33,334 shares, and (iii) a lesser amount as determined by the Board of Directors. Effective April 1, 2023, there were 33,334 additional shares that were allotted to the 2022 Plan based on the annual plan increase. As of the date of filing of this, the total shares available for issuance under the 2022 Plan are 158,915.

The shares of common stock subject to stock awards granted under the 2022 Plan that lapse, terminate, expire prior to exercise, are canceled or are forfeited, shall again become available for issuance under the 2022 Plan. Shares subject to a stock award under the 2022 Plan shall not again be made available for issuance or delivery under the 2022 Plan if such shares are (i) shares tendered by a participant or retained by the Company as full or partial payment to the Company for the exercise or purchase price of an award or (ii) shares used to satisfy tax withholding obligations in connection with an award.

Notwithstanding any other provision of the 2022 Plan to the contrary, unless the plan administrator determines otherwise with respect to a particular award, in the event of a change of control, if and to the extent an outstanding award is not converted, assumed, substituted for or replaced by the successor company, then such award will terminate upon effectiveness of the change of control. Prior to the change of control, the plan administrator may approve accelerated vesting and/or lapse of forfeiture or repurchase restrictions with respect to all or a portion of the unvested portions of such awards, any such determinations to be made by the plan administrator in its sole discretion. A change in control includes:

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes our equity compensation plan information as of March 31, 2017:

YEAR 2001 PLAN

On June 1, 2001, our Board of Directors may amend, suspend or terminate the 2022 Plan or a portion of it at any time; however, to the extent required by applicable law, regulation or stock exchange rule, stockholder approval shall be required for any amendment to the 2022 Plan. The 2022 Plan is scheduled to terminate automatically in ten (10) years following the earlier of (a) the date the Board of Directors adopted the 2022 Plan and (b) the date the shareholders approved the Year 2001 Plan and it was approved by our shareholders at our special meeting held September 6, 2001. The Year 2001 Plan was developed to provide a means whereby directors and selected employees, officers, consultants, and advisors of the Company may be granted incentive or non-qualified stock options to purchase common stock of the Company. The Year 2001 Plan authorized an aggregate of 1,950,000 shares of the Company’s common stock with a maximum of 450,000 shares to any one individual in any one fiscal year. The shares of common stock available under the Year 2001 Plan were subject to adjustment for any stock split, declaration of a stock dividend or similar event. At March 31, 2017, we had granted 1,042,000 options under the Year 2001 Plan, 20,000 of which were exercised in fiscal 2017, 62,000 of which had expired and 960,000 of which remained outstanding and fully vested. As of this date the Year 2001 Plan has expired and no further options can be issued thereunder.

Options granted under the Year 2001 Plan are not transferable except by will or applicable laws of descent and distribution. Except as expressly determined by the Compensation Committee, no option under the Year 2001 Plan is exercisable after thirty (30) days following an individual's termination of employment with the Company or a subsidiary, unless such termination of employment occurs by reason of such individual's disability, retirement or death. The obligations of the Company under the Year 2001 Plan are binding on (1) any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company or (2) any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company. In the event of any of the foregoing, the Compensation Committee may, at its discretion, prior to the consummation of the transaction, offer to purchase, cancel, exchange, adjust or modify any outstanding options, as such time and in such manner as the Compensation Committee deems appropriate.2022 Plan.

401(K) PLAN401(k) Plan

Effective January 1, 2001, we adopted a voluntary 401(k) plan. All employees with at least one year of service are eligible to participate in our 401(k) plan. We make a matching contribution of 100% of salary deferral contributions up to 3% of pay, plus 50% of salary deferral contributions from 3% to 5% of pay for each payroll period. The amounts charged to earnings for contributions to this plan and administrative costs during the years ended March 31, 2017, 20162023 and 20152022 totaled $45,567, $48,993approximately $74,000 and $36,802$70,000, respectively.

REPORT OF THE EXECUTIVE COMPENSATION/STOCK OPTION COMMITTEE ON EXECUTIVE COMPENSATIONSecurities Authorized for Issuance under Equity Compensation Plans

On April 12, 2022, our Board of Directors approved The Singing Machine Company, Inc. 2022 Equity Incentive Plan, or the 2022 Plan. The 2022 Plan provides for the issuance of equity incentive awards, such as stock options, stock appreciation rights, stock awards, restricted stock, stock units, performance awards and other stock or cash-based awards collectively, the “Awards.” Awards may be granted under the 2022 Plan to the Company’s employees, officers, directors, consultants, agents, advisors and independent contractors.

The Reportmaximum number of shares of common stock initially available for issuance under the 2022 Plan is 233,333 shares of common stock and thereafter an annual increase shall be added as of the Executive Compensation/Stock Option Committeefirst day of the Company’s fiscal year beginning in 2023, equal to the least of (i) 5% of the outstanding common stock on Executive Compensation does not constitute soliciting materiala fully diluted basis as of the end of the Company’s immediately preceding fiscal year, (ii) 333,334 shares, and should not be deemed filed or incorporated(iii) a lesser amount as determined by reference into any other Company filingthe Board of Directors. The shares of common stock subject to stock awards granted under the Securities Act of 19332022 Plan that lapse, terminate, expire prior to exercise, are canceled or are forfeited, shall again become available for issuance under the Securities Exchange Act of 1934, except2022 Plan. Effective April 1, 2023, there were 33,334 additional shares that were allotted to the extent2022 Plan based on the Company specifically incorporatesannual plan increase. As of the date of filing of this Annual Report, by reference therein.the total shares available for issuance under the 2022 Plan are 158,915.

The following table summarizes our equity compensation plan information as of March 31, 2023:

EXECUTIVE COMPENSATION PHILOSOPHYPAY VERSUS PERFORMANCE

PHILOSOPHYPay vs. Performance

The Executive Compensation Committee believes that the Singing Machine must maintain short and long-term executivefollowing table sets forth compensation plans that enable us to attract and retain well-qualified executives. Furthermore, we believe that our compensation plans must also provide a direct incentiveinformation for our executiveschief executive officer, referred to create shareholder value. A well designed executive compensation plan will align the interests between the executivesbelow as our CEO, and the shareholders as well as creating a positive environment of goals, performances and rewards.

We believe that the executive compensation should reflect the success of the management team, rather than the individual, in attaining the key operating objectives such as revenues growth, operation cost reduction, fund raising and the appreciation of the stock price. A clear measurement should be established to reward the performance. We will also evaluate our executive compensation package by comparison to similar companies to ensure the competitiveness of our compensation.

In furtherance of this philosophy, the compensation of our executives generally consists of three components: base salary, annual cash incentives and long-term performance-based incentives.

BASE SALARIES

Annual base salaries forother named executive officers, are initially determined by evaluatingor NEOs, for purposes of comparing their compensation to the responsibility of the position and the experience and the skill sets of the individual. Also taken into consideration is the competitiveness of the market place for executive talent, including a comparison of base annual salaries with comparable positions within similar companies.

INCENTIVE CASH BONUSES

Generally, we award cash bonuses to our management employees and other employees, based on their personal performance in the past year and overall performance of our Company. The overall performance of our Company includes the revenue growth, reduction of the operation expenses, fund raising and the stock price appreciation.

LONG TERM COMPENSATION - STOCK OPTION GRANTS

We have utilized stock options to motivate and retain executive officers and other employees for the long-term. We believe that stock options closely align the interests of our executive officers and other employees with those of our stockholders and provide a major incentive to building stockholder value. Options are typically granted annually, and are subject to vesting provisions to encourage officers and employees to remain employed with the Company. Our stock options are usually granted at a price equal to or above the fair market value of our common stock on the date of grant. As such,shareholders’ investments and our officers only benefit from the grant of stock options if our stock price appreciates. Generally, we try to tie bonus payments to our financial performance. However, if an individual has made significant contributions to our Company, we will provide themnet income, calculated in accordance with a bonus payment for their efforts even if our Company’s financial performance has not been strong.

COMPENSATION OF CHIEF EXECUTIVE OFFICER

Mr. Atkinson does not have an employment contract with the Company and had an annual salary of $120,000 and $120,000SEC regulations, for fiscal years ended March 31, 20172023 and 2016, respectively.2022.

COMPENSATION COMMITTEE REPORT

To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table:

The compensation committee is responsible for discharging the responsibilities of the board with respect to compensation of executive officers. The compensation committee sets performance goals and objectives for the chief executive officer and the other executive officers, evaluates their performance with respect to those goals and sets their compensation based upon the evaluation of their performance. The compensation committee assesses the information it receives in accordance with its business judgment. The compensation committee also periodically reviews director compensation. All decision with respect to executive and director compensation are approved by the compensation committee and recommended to the full board of directors for ratification.