As filed with the Securities and Exchange Commission on October 9, 2001

                                                     31, 2007

Registration No. 333- 70142

================================================================================

                       Number 333-______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

                               AMENDMENT NO. 4 TO
                                    

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE SINGING MACHINE COMPANY, INC.
(Exact name of registrant as specified in its charter)

Delaware93-3795478
(State or other jurisdiction(I.R.S. Employer
of incorporation or organization)Identification No.)

6601 Lyons Road, Bldg. A-7
Coconut Creek, Florida 33073
(954) 596-1000
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

Anton “Tony” Handal
Chief Executive Officer
The Singing Machine Company, Inc.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its Charter)

             Delaware                                      95-3795478
 --------------------------------                      ------------------
  (State or other jurisdiction                            (IRS Employer
 of incorporation or organization)                      Identification No.)

                            John F. Klecha, President
                        The Singing Machine Company, Inc.
                                 
6601 Lyons Road, BuildingBldg. A-7
Coconut Creek, FLFlorida 33073
                            Telephone: 
(954) 596-1000
                            Facsimile: (954) 596-2000
                       -----------------------------------
          (Address, Including Zip Code
(Name, address, including zip code, and Telephone Number, Including
             Area Codetelephone number, including area code of Registrant's Principal Executive Offices)


                                   agent for service)

Copies to:

                               Laura
Darrin M. Holm,Ocasio, Esq.
                       English, McCaughan & O'Bryan, P.A.
                         100 N.E. Third Ave., Suite 1100
                            Ft. Lauderdale, FL 33301
                            Telephone: (954) 462-3300
                            Facsimile: (954) 763-2439


Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
(212) 930-9700
Fax: (212) 930-9725

Approximate Datedate of Commencementcommencement of Proposed Saleproposed sale to the Public: As soon as
practicablepublic: From time to time after the effective date of this Registration Statement becomes effective.

================================================================================


Statement.

If the only securities being registered on this form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this formForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:[X]

         box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ]

         o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

         If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

         o

If delivery of the Registration Statementprospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]



                                          CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Title of Each Class of                         Proposed Maximum         Proposed Maximum           Amount of
   Securities to be      Amount to be         Offering Price per       Aggregate Offering       Registration
      Registered        Registered (1)            Security(2)                Price(2)              Fee(3)
---------------------------------------------------------------------------------------------------------------------

Common Stock              584,923                   $6.00               $ 3,509,538.00           $ 877.38
Common Stock              115,000                   $6.00               $   690,000.00           $ 877.38
Common Stock            1,260,400                   $6.00               $ 7,562,400.00           $ 877.38
---------------------------------------------------------------------------------------------------------------------
Totals:                 1,965,323                   $6.00               $11,761,938.00           $ 877.38

o
CALCULATION OF REGISTRATION FEE
 
Title of each class of securities to be registered
 
 
Number of Shares to be Registered (1)
 
 
Proposed Maximum Offering Price Per Share (2)
 
 
Proposed Maximum Aggregate Offering Price
 
 
Amount of registration fee
 
          
Common Stock, $0.01 par value  
10,376,531
 
$
0.33
 
$
3,424,255.23
 
$
105.12
 
              
Common Stock, $0.01 par value, issuable upon exercise of warrants at an exercise price of $0.28  
1,250,000
 
$
0.33
 
$
412,500
 
$
12.66
 
              
Common Stock, $0.01 par value, issuable upon exercise of warrants at an exercise price of $0.35  
1,250,000
 
$
0.35
 
$
437,500
 
$
13.43
 
              
TOTAL
  
12,876,531
    
$
4,274,255.23
 
$
131.21
 

(1) PursuantIncludes shares of our common stock, par value $0.01 per share, which may be offered pursuant to Rule 416, therethis registration statement, of which 2,500,000 shares are alsoissuable upon exercise of warrants held by the selling stockholders.

In addition to the shares set forth in the table, the amount to be registered hereby such additionalincludes an indeterminate number of shares issuable upon exercise of common stockthe warrants, as such number may become issuable by reasonbe adjusted as a result of stock splits, stock dividends and other adjustments to the securities
registered hereby.

similar transactions in accordance with Rule 416.

(2) Estimated solely for the purposepurposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(g) under the Securities Act of 1933.

(3) Previously paid. Pursuant to Rule 429,1933, using the registration fee does not include
$1,146.96 paid previously in connection withaverage of the registration of 1,260,400
shares of our common stock that are being carried forward from Registration
Statement No. 333-31882 and $142.31 paid previously in connection withsale prices as reported on the registration of 115,000 shares of our common stock that are being carried
forwarded from Registration Statement No. 333-57722.

         American Stock Exchange on October 29, 2007, which was $0.36 per share.

The registrant hereby amends this registration statement on such date or datesdate(s) as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission,commission acting pursuant to said Section 8(a), may determine.
-------------------------------------------------------------------------------





         Pursuant to Rule 429 promulgated under the Securities Act of 1933, the
2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED OCTOBER 31, 2007

Registration No. 333-_______

The Singing Machine Company, Inc.

12,876,531SHARES OF
COMMON STOCK

This prospectus that constitutes part of this Registration Statement is a combined
prospectus and also relates to an aggregatethe resale by the selling stockholders, who invested in our common stock in February 2006, January 2007, February 2007 and September 2007 of 1,260,400up to 12,876,531 shares of our common stock, which were previously registered for sale in a Registration Statement on
Form SB-2, Registration No. 333-31882 and 115,000consisting of up to (i) 10,376,531 shares of our common stock, (ii) 1,250,000 shares underlying warrants to purchase common stock at an exercise price of $0.28 per share for three years from the date of issuance, (iii) 1,250,000 shares underlying warrants to purchase common stock at an exercise price of $0.35 per share for three years from the date of issuance. The selling stockholders may sell common stock from time to time in the principal market on which were previously registered for salethe stock is traded at the prevailing market price or in a Registration Statement on Form
SB-2, Registration No. 333-57722. This Registration Statement also constitutes
post-effective amendment no. 4 to Registration Statement No. 333-31882 and
post-effective amendment no. 3 to Registration Statement No. 333-57722. This
post-effective amendment shall become effective concurrently with the
effectiveness of this Registration Statement in accordance with Section 8(c)negotiated transactions.

The selling stockholders may be deemed underwriters of the Securities Act of 1933, as amended.

         The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting on offer to buy these
securities in any state where the offer or sale is not permitted.


                  Subject to Completion, Dated October 9, 2001







PROSPECTUS



                        1,965,323 Shares of Common Stock


                                [GRAPHIC OMITTED]




         This is an offering of 1,965,323 shares of common stock, which they are offering. We will pay the expenses of The Singing
Machine Company, Inc., held by certain of our stockholders. Of the 1,965,323
shares being offered by the selling stockholders, 308,400 shares are issuable
upon exercise of warrants held by certain of the selling stockholders and
1,656,923 shares comprise common stock held by certain selling stockholders.registering these shares. We will not receive any proceeds from the sale of shares of common stock in this offering. All of the shares, but we
will receivenet proceeds from the sale of our common stock will go to the selling stockholders if they exercise their
warrants. 

Our common stock is quotedregistered under Section 12(b) of the Securities Exchange Act of 1934 and is listed on the American Stock Exchange under the symbol "SMD". THIS INVESTMENTThe last reported sales price per share of our common stock as reported by the American Stock Exchange October 29, 2007, was $0.36 per share.

INVESTING IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE
SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SIGNIFICANT RISKS
SEE "RISK FACTORS" BEGINNING ON PAGE 4.

         8.

The date of this Prospectus is October 31, 2007

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifwhether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.



                 The date of this Prospectus is October 9, 2001







TABLE OF CONTENTS


Prospectus Summary.......................................................  3
Risk Factors.............................................................  4
Disclosure Regarding Forward-Looking Statements .........................  9
Use of Proceeds..........................................................  9
Principal Stockholders...................................................  9
Selling Stockholders..................................................... 11
Plan of Distribution..................................................... 13
Legal Matters............................................................ 15
Experts.................................................................. 16
Indemnification.......................................................... 16
Where You Can Find Additional Information................................ 16



         

Page
Where You Can Find More Information5
Incorporation of Documents By Reference5
Summary6
Risk Factors8
Forward-Looking Statements14
Use of Proceeds14
Selling Stockholders14
Plan of Distribution15
Description of Securities Being Registered17
Legal Matters17
Experts17

You may only rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus supplement.or that we have referred you to. We have not authorized anyone to provide information or to make representations not
contained in this prospectus.you with different information. This prospectus is neither an offer to sell nor a
solicitation of an offer to buy any securities other than those registered by
this prospectus, nor is itdoes not constitute an offer to sell or a solicitation of an offer to buy any securities whereother than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation would beis unlawful. Neither the delivery of this prospectus nor any sale made underin connection with this prospectus meansshall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained inby reference to this prospectus is correct as of any time after its date.
4

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 under the dateSecurities Act of 1933, as amended, relating to the shares of common stock being offered by this prospectus, and reference is made to such registration statement. This prospectus constitutes the prospectus of The Singing Machine Company, Inc., filed as part of the registration statement, and it does not contain all information in the registration statement, as certain portions have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission.

We are subject to the informational requirements of the Securities Exchange Act of 1934 that require us to file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information may be inspected at public reference facilities of the SEC at 100 F Street N.E. Washington, D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at 100 F Street N.E. Washington, D.C. 20549 at prescribed rates. The public could obtain information on the operation of the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC's Internet website at http://www.sec.gov.
 
INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to 'incorporate by reference' the information into this prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information that we incorporate by reference is considered to be part of this prospectus. Because we are incorporating by reference our future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some or all of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the selling stockholders sell all of our common stock registered under this prospectus.
● our quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2007 filed with the SEC on August 14, 2007;

● our annual report on Form 10-K for the fiscal year ended March 31, 2007 filed with the SEC on July 16, 2007;

● our current reports on Form 8-K filed on July 25, 2006, July 31, 2006, August 14, 2006, September 9, 2006, October 4, 2006, October 6, 2006, December 22, 2006, January 18, 2007, January 19, 2007, February 7, 2007, March 29, 2007, June 28, 2007 and September 9, 2007; and
● the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on March 2, 


                               PROSPECTUS 2001.

The information about us contained in this prospectus should be read together with the information in the documents incorporated by reference. You may request a copy of any or all of these filings, at no cost, by writing or telephoning us at The Singing Machine Company, Inc., 6601 Lyons Road, Bldg. A-7, Coconut Creek, Florida 33073, Telephone: (954) 596 -1000.

SUMMARY

This Summarysummary highlights information contained elsewhere in this prospectus. It does not contain all the information that youYou should consider
before investing in our common shares. We encourage you to read the entire prospectus carefully, including, the section entitled "Risk Factors" and the
financial statements and the notesbefore deciding to those financial statements.

         In this prospectus, "Singing Machine," "we", "us" and "our" refer toinvest in our common stock. The Singing Machine Company, Inc. and our wholly-owned subsidiary.

THE COMPANY

         its subsidiaries are referred to throughout this prospectus as "we", “our” “Singing Machine”, ‘The Company” or "us."

We are primarily engaged in the productiondesign, marketing, and distributionsale of consumer karaoke audio softwareequipment, accessories, and electronic recording equipment.musical recordings. Our products are sold directly to distributors and retail customers. Our electronic karaoke machines and audio software products are marketed under The Singing Machine(R)trademark. , Bratz, MTV, Nickelodeon and Motown trademarks. Our products are sold throughout the United States and Europe, primarily through department stores, lifestyle merchants, mass merchandisers, direct mail catalogs and showrooms, music and record stores, national chains, specialty stores and warehouse clubs. Our karaoke machines and karaoke software are currently sold in such major retail outlets as Best Buy, Costco, Kohl's, J.C. Penney, Radio Shack, Toys R’ Us, Wal-Mart and Sam's Club. 

Our corporate offices are located at 6601 Lyons Road, Building A-7, Coconut Creek, Florida 33073, and our telephone number is (954) 596-1000.

THE OFFERING

Common stock offered .......................... 1,965,323596- 1000.

Appointment of New Chief Executive Officer

Effective as of June 21, 2007, Mr. Danny Zheng resigned from his position as our Interim Chief Executive Officer. Effective as of the same date, the board of directors of our company appointed Mr. Anton “Tony” Handal as our Chief Executive Officer.

September 2007 Securities Purchase Agreement

On September 28, 2007, we entered into a Securities Purchase Agreement (the “September 2007 Purchase Agreement”) with an accredited investor (the “September 2007 Purchaser”) pursuant to which we agreed to sell and issue 857,143 shares of common stock, $.01 par value per share (the "September Common Shares") for an aggregate purchase price of $300,000, or a per share purchase price of $0.35. Subject to customary closing conditions as specified in the September 2007 Purchase Agreement, the closing of the offering is subject to the approval of the American Stock Exchange of the listing of the September 2007 Common Shares. The parties intend to complete this offering within the next 30 days, assuming all closing conditions are met. In addition, under the September 2007 Purchase Agreement we granted the September 2007 Purchasers “piggy-back” registration rights with respect to the September 2007 Common Shares on the next registration statement (other than on Form S-8, S-4 or similar Forms) filed by us.

February 2007 Securities Purchase Agreement

On February 1, 2007, we entered into a Securities Purchase Agreement (the “February 2007 Securities Purchase Agreement”) with an accredited and/or institutional investor (the “February 2007 Purchaser”) pursuant to which we agreed to sell and issue an aggregate of 526,316 shares (the “February 2007 Common Shares”) of common stock, issued and
 outstanding prior$.01 par value per share (the “Common Stock”) for an aggregate purchase price of approximately $500,000, or a per share purchase price of $0.95. Subject to this offering............ 4,567,620customary closing conditions as specified in the February 2007 Purchase Agreement, the closing of the offering was subject to the approval of the American Stock Exchange of the listing of the February 2007 Common stock issued and
 outstanding after this offering............... 4,876,020(1)

UseShares. On March 26, 2007, we received the approval of the American Stock Exchange for the additional listing of the February 2007 Common Shares. In addition, under the February 2007 Purchase Agreement, we granted the February 2007 Purchaser “piggy-back” registration rights with respect to the February 2007 Common Shares on the next registration statement (other than on Form S-8, S-4 or similar Forms) filed by us.

The proceeds ............................... All fundsin the amount of $500,000 were received by us on approximately March 26, 2007. We issued the February 2007 Common Shares to the February 2007 Purchaser on March 26, 2007, subsequent to the approval of the American Stock Exchange of the additional listing of the shares as required pursuant to the February 2007 Purchase Agreement.

January 2007 Securities Purchase Agreements
On January 16, 2007, we entered into Securities Purchase Agreements (the “January 2007 Purchase Agreements”) with two accredited and/or institutional investors (the “January 2007 Purchasers”) pursuant to which we agreed to sell and issue an aggregate of 1,200,000 shares of our common stock, $.01 par value per share (the “January 2007 Common Shares”) for an aggregate purchase price of approximately $1,000,000, or a per share purchase price of $0.833. Subject to customary closing conditions as specified in the January 2007 Purchase Agreements, the closing of the offering was subject to the approval of the American Stock Exchange of the listing of the January 2007 Common Shares. On March 16, 2007, we received the approval of the American Stock Exchange for the additional listing of the January 2007 Common Shares. In addition, under the January 2007 Purchase Agreements we granted the January 2007 Purchasers "piggy-back" registration rights with respect to the January 2007 Common Shares on the next registration statement (other than on Form S-8, S-4 or similar Forms) filed by us.

The proceeds in the amount of $1,000,000 were received by us on March 26, 2007. We issued the January 2007 Common Shares to the January 2007 Purchasers on March 26, 2007, subsequent to the approval of the American Stock Exchange of the additional listing of the shares as required pursuant to the January 2007 Purchase Agreements.

February 2006 Securities Purchase Agreement
On February 21, 2006, we entered into a Securities Purchase Agreement (the “February 2006 Purchase Agreement”) with koncepts International Limited (“koncepts”) pursuant to which we agreed to sell and issue 12,875,536 shares of common stock, $.01 par value per share (the "February 2006 Common Shares"), and 3 common stock purchase warrants to purchase an aggregate of 5,000,000 shares of our common stock for an aggregate purchase price of $3,000,000, or a per share purchase price of $.233. Subject to additional closing conditions as specified in the February 2006 Purchase Agreement, the closing of the offering was subject to our successful restructuring of our $4,000,000 principal amount subordinated debenture which came due on February 20, 2006, as well as the approval of the American Stock Exchange and the shareholders of Starlight International Holdings Ltd., parent company of koncepts, as per the requirements of Hong Kong Stock Exchange. On July 25, 2006, we received the approval of the American Stock Exchange.

A portion of the proceeds in the amount of $2,000,000 was received by us on March 9, 2006. The warrants were issued upon the execution of the February 2006 Purchase Agreement. The remainder of the proceeds in the amount of $1,000,000 was received on June 20, 2006 and the stock was issued on July 31, 2006, subsequent to the approval of the American Stock Exchange of the additional listing of the shares and the restructuring of the approximately $4,000,000 in outstanding convertible debentures, as required pursuant to the February 2006 Securities Purchase Agreement.
We issued warrants to purchase (i) 2,500,000 shares of our common stock at an exercise price of $.233 per share for one year from the date of issuance (the “One-Year Warrants”), (ii) 1,250,000 shares of our common stock at an exercise price of $.28 per share for three years from the date of issuance (the “$0.28 Warrants”), and (iii) 1,250,000 shares of our common stock at an exercise price of $.35 per share for four years from the date of issuance (the “$0.35 Warrants”, and together with the $0.28 Warrants, the “Three-Year Warrants”). The warrants are subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, combinations or reclassifications of our common stock or distributions of cash or other assets. Under the terms of the warrants, in no event shall koncepts become the beneficial owner of more than 19.99% of the number of shares of common stock outstanding immediately after giving effect to such issuance. In April 2007, koncepts exercised 2,500,000 warrants at a price of $.2333.
In addition, we entered into a Registration Rights Agreement with koncepts on February 21, 2006 pursuant to which we were obligated to file a registration statement on Form S-3 (or if Form S-3 was not then available to us, on such form of registration statement that was available to effect the registration of the February 2006 Common Shares and the shares of common stock underlying the warrants) within 60 days after the closing date. We were required to register at least the number of shares of our common stock equal to the February 2006 Common Shares plus the number of shares necessary to permit the exercise in full of the warrants. In addition, we were obligated to use our best efforts to cause the SEC to declare the registration statement effective no later than 120 days after the filing date. If we did not file the registration statement, or if the SEC did not declare the registration statement effective, within the aforementioned time periods, we were required to make pro rata payments to koncepts, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by koncepts for each 30 day period or pro rata for any portion thereof, following the date by which such registration statement should have been filed or declared effective. We filed a registration statement on Form S-3, on October 25, 2006, and an amendment thereto on January 5, 2007 (the “January 2007 S-3”). The January 2007 S-3 was declared effective by the Securities and Exchange Commission on April 16, 2007. The January 2007 S-3 registered a portion of the February 2006 Common Shares, consisting of 7,582,464 of the February 2006 Common Shares. The January 2007 S-3 did not register any of the shares underlying the aforementioned common stock purchase warrants.

We are registering 2,500,000 shares from the One-Year Warrants which were exercised and the underlying shares from the Three-Year Warrants in this prospectus. We are also registering the remaining portion of the February 2006 Common Shares in this prospectus, consisting of 5,293,072 of the February 2006 Common Shares.
We claim an exemption from the registration requirements of the Act for the private placement of above securities pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering, the investors are accredited investors and/or qualified institutional buyers, the investors had access to information about us and their investment, the investors took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

RISK FACTORS

This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.
RISKS ASSOCIATED WITH OUR BUSINESS

THE MUSIC INDUSTRY HAS BEEN EXPERIENCING A CONTINUED DECLINE OF COMPACT DISC (CD) SALES. OUR KARAOKE CD SALES COULD DECLINE FURTHER IN THE FUTURE.

Due to the expansion of the music download business, the sales of Compact Discs (CD) have been declining in recent years. Our karaoke CD sales have been declining since 2004 and may continue to decline in the future. Music revenue accounts for approximately 3% of our total revenues.

A SMALL NUMBER OF OUR CUSTOMERS ACCOUNT FOR A SUBSTANTIAL PORTION OF OUR REVENUES, AND THE LOSS OF ONE OR MORE OF THESE KEY CUSTOMERS COULD SIGNIFICANTLY REDUCE OUR REVENUES AND CASH FLOW.

We rely on a few large customers to provide a substantial portion of our revenues. As a percentage of total revenues, our net sales to our five largest customers during the year ended March 31, 2007 and year ended March 31, 2006 were approximately 57% and 55%, respectively. We do not have long-term contractual arrangements with any of our customers and they can cancel their orders at any time prior to delivery. A substantial reduction in or termination of orders from any of our largest customers would decrease our revenues and cash flow.

WE ARE RELYING ON ONE FACTORY TO MANUFACTURE AND PRODUCE THE MAJORITY OF OUR KARAOKE MACHINES FOR FISCAL 2008, AND IF THE RELATIONSHIP WITH THIS FACTORY IS DAMAGED OR INJURED IN ANY WAY, IT WOULD REDUCE OUR REVENUES AND PROFITABILITY.

We have worked out a written agreement with a factory in China to produce most of our karaoke machines for fiscal 2008. If the factory is unwilling or unable to deliver our karaoke machines to us, our business will be used for general
                                                corporate purposes. We will
                                                receive gross proceeds of
                                                approximately $494,925 if all
                                                the warrantsadversely affected. Because our cash on hand is minimal, we are exercised. We
                                                will not receive any proceedsrelying on revenues received from the sale of common stockour ordered karaoke machines to provide cash flow for our operations. If we do not receive cash from these sales, we may not be able to continue our business operations.

WE ARE RELYING ON ONE DISTRIBUTOR TO DISTRIBUTE OUR MUSIC PRODUCTS, IF THE DISTRIBUTION AGREEMENT IS TERMINATED, IT WOULD REDUCE OUR REVENUES AND PROFITABILITY.

We are relying on an exclusive distributor to distribute our music products in fiscal 2008, if the selling
                                                securityholders. See "Usedistribution agreement is terminated, our music revenues might decrease as well as our profitability.

WE ARE SUBJECT TO THE RISK THAT SOME OF OUR LARGE CUSTOMERS MAY RETURN KARAOKE PRODUCTS THAT THEY HAVE PURCHASED FROM US AND IF THIS HAPPENS, IT WOULD REDUCE OUR REVENUES AND PROFITABILITY.

In fiscal 2007 and 2006, a number of Proceeds."

-----------------------

(1) Assuming full exerciseour customers and distributors returned karaoke products that they had purchased from us. Our customers returned goods valued at $3.8 million or 14% of our net sales in fiscal 2007. Some of the 308,400 warrants registeredreturns resulted from customer's overstock of the products. Although we were not contractually obligated to accept return of the products, we accepted the returns because we value our relationship with our customers. Because we are dependent upon a few large customers, we are subject to the risk that any of these customers may elect to return unsold karaoke products to us in the future. If any of our customers were to return karaoke products to us, it would reduce our revenues and profitability.

WE ARE SUBJECT TO PRESSURE FROM OUR CUSTOMERS RELATING TO PRICE REDUCTION AND FINANCIAL INCENTIVES AND IF WE ARE PRESSURED TO MAKE THESE CONCESSIONS TO OUR CUSTOMERS, IT WILL REDUCE OUR REVENUES AND PROFITABILITY.

Because there is intense competition in the karaoke industry, we are subject to pricing pressure from our customers. Many of our customers have demanded that we lower our prices or they will buy our competitor's products. If we do not meet our customer's demands for lower prices, we will not sell as many karaoke products. In the fiscal year ended March 31, 2007, our sales to customers in the United States decreased because of increased price competition. We are also subject to pressure from our customers regarding certain financial incentives, such as return credits or large advertising or cooperative advertising allowances, which effectively reduce our profit. We gave advertising allowances of approximately $200,000 during fiscal 2007 and fiscal 2006. We have historically offered advertising allowances to our customers because it is standard practice in the retail industry.

8
WE EXPERIENCE DIFFICULTY FORECASTING THE DEMAND FOR OUR KARAOKE PRODUCTS AND IF WE DO NOT ACCURATELY FORECAST DEMAND, OUR REVENUES, NET INCOME AND CASH FLOW MAY BE AFFECTED.

Because of our reliance on manufacturers in China for our machine production, our production lead times range from one to four months. Therefore, we must commit to production in advance of customers orders. It is difficult to forecast customer demand because we do not have any scientific or quantitative method to predict this prospectus.




                                        3




                                  RISK FACTORS

         YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS AND OTHER
INFORMATION IN THIS PROSPECTUS BEFORE DECIDING TO PURCHASE OUR COMMON STOCK.

RISKS RELATEDdemand. Our forecasting is based on management's general expectations about customer demand, the general strength of the retail market and management's historical experiences. We overestimated demand for our products in fiscal 2003 and 2004 and had $5.9 million in inventory as of March 31, 2004. Because of this excess inventory, we had liquidity problems in fiscal 2005 and our revenues, net income and cash flow were adversely affected.

WE ARE SUBJECT TO THE SINGING MACHINE'SCOSTS AND RISKS OF CARRYING INVENTORY FOR OUR CUSTOMERS AND IF WE HAVE TOO MUCH INVENTORY, IT WILL AFFECT OUR REVENUES AND NET INCOME.

Many of our customers place orders with us several months prior to the holiday season, but they schedule delivery two or three weeks before the holiday season begins. As such, we are subject to the risks and costs of carrying inventory during the time period between the placement or the order and the delivery date, which reduces our cash flow. As of September 30, 2007 we had approximately $5,400,000 in inventory on hand. It is important that we sell this inventory during fiscal 2008, so we have sufficient cash flow for operations.

OUR GROSS PROFIT MARGINS HAVE DECREASED OVER THE PAST YEAR AND WE EXPECT A COMPETITIVE MARKET.

Over the past year, our gross profit margins have generally decreased due to the competition, except for fiscal 2005 when we had developed several new models, which were in demand and yielded higher profit margins. We expect that our gross profit margin might decrease under downward pressure in fiscal 2008.

OUR BUSINESS IS SEASONAL AND OPERATIONSTHEREFORE OUR INABILITYANNUAL OPERATING RESULTS WILL DEPEND, IN LARGE PART, ON OUR SALES DURING THE RELATIVELY BRIEF HOLIDAY SEASON.

Sales of consumer electronics and toy products in the retail channel are highly seasonal, with a majority of retail sales occurring during the period from September through December in anticipation of the holiday season, which includes Christmas. A substantial majority of our sales occur during the second quarter ending September 30 and the third quarter ending December 31. Sales in our second and third quarter, combined, accounted for approximately 94.0%, 87.5% and 86.7% of net sales in fiscal 2007, 2006 and 2005, respectively.

IF WE ARE UNABLE TO COMPETE AND MAINTAIN OUR NICHE IN THE ENTERTAINMENT INDUSTRY
COULD HURTKARAOKE PRODUCTS CATEGORY, OUR BUSINESS

         The businessREVENUES AND NET PROFITABILITY WILL BE REDUCED.

Our major competitors for karaoke machines and related products are Memorex and GPX. We believe that competition for karaoke machines is based primarily on price, product features, reputation, delivery times, and customer support. Our primary competitors for producing karaoke music are Compass, Pocket Songs, Sybersound, UAV and Sound Choice. We believe that competition for karaoke music is based primarily on popularity of song titles, price, reputation, and delivery times. To the extent that we lower prices to attempt to enhance or retain market share, we may adversely impact our operating margins. Conversely, if we opt not to match competitor's price reductions we may lose market share, resulting in whichdecreased volume and revenue. To the extent our leading competitors reduce prices on their karaoke machines and music; we must remain flexible to reduce our prices. If we are engaged is highly competitive with several
majorforced to reduce our prices, it will result in lower margins and reduced profitability. Because of intense competition in the karaoke industry in the United States during fiscal 2007, we expect that the intense pricing pressure in the low end of the market participants.will continue in the karaoke market in the United States throughout our fiscal 2008. In addition, we must compete with all the other existing forms of entertainment including, but not limited to,to: motion pictures, video arcade games, home video games, theme parks, nightclubs, television, and
prerecorded tapes, CD's, and video cassettes. Competition in the

IF WE ARE UNABLE TO DEVELOP NEW KARAOKE PRODUCTS, OUR REVENUES MAY NOT CONTINUE TO GROW.

The karaoke industry is based primarily on price, product performance, reputation, delivery times,
and customer support. We believe that ourcharacterized by rapid technological change, frequent new product introductions and enhancements and ongoing customer demands for greater performance. In addition, the average selling price of existingany karaoke machine has historically decreased over its life, and we expect that trend to continue. As a result, our products are material factors for our continuing growthmay not be competitive if we fail to introduce new products or product enhancements that meet evolving customer demands. The development of new products is complex, and profitability. Many of our competitors are substantially larger and have
significantly greater financial, marketing and operating resources than we have.
No assurance canmay not be givenable to complete development in a timely manner. To introduce products on a timely basis, we must:
·  accurately define and design new products to meet market needs;

9
·  design features that continue to differentiate our products from those of our competitors;

·  transition our products to new manufacturing process technologies;

·  identify emerging technological trends in our target markets;

·  anticipate changes in end-user preferences with respect to our customers' products;

·  bring products to market on a timely basis at competitive prices; and

·  respond effectively to technological changes or product announcements by others.

We believe that we will need to continue to enhance our karaoke machines and develop new machines to keep pace with competitive and technological developments and to achieve market acceptance for our products. At the same time, we need to identify and develop other products which may be successfuldifferent from karaoke machines.

OUR PRODUCTS ARE SHIPPED FROM CHINA AND ANY DISRUPTION OF SHIPPING COULD PREVENT OR DELAY OUR CUSTOMERS' RECEIPT OF INVENTORY.

We rely principally on four contract ocean carriers to ship virtually all of the products that we import to our warehouse facility in introducing
newCompton, California. Retailers that take delivery of our products in China rely on a variety of carriers to import those products. Any disruptions in shipping, whether in California or further enhancing existing products.

WE RELY ON SALES TO KEY CUSTOMERS WHICH SUBJECTSChina, caused by labor strikes, other labor disputes, terrorism, and international incidents may prevent or delay our customers' receipt of inventory. If our customers do not receive their inventory on a timely basis, they may cancel their orders or return products to us. Consequently, our revenues and net income would be reduced.

OUR MANUFACTURING OPERATIONS ARE LOCATED IN THE PEOPLE'S REPUBLIC OF CHINA, SUBJECTING US TO RISK

         As a percentageRISKS COMMON IN INTERNATIONAL OPERATIONS. IF THERE IS ANY PROBLEM WITH THE MANUFACTURING PROCESS, OUR REVENUES AND NET PROFITABILITY MAY BE REDUCED.

We are using eight factories in the People's Republic of total revenues, our net salesChina to our five largest
customers duringmanufacture the fiscal years ended March 31, 2001, and 2000, were
approximately 77% and 70% respectively. For the three months ended June 30,
2001, our net sales to our five largest customers were approximately 97% and
87%, respectively. During fiscal year 2002, we made significant progress in
broadening our base of customers. Although we have long-established
relationships with manymajority of our customers, we do not have long-term contractual
arrangements with any one of them. A decrease in business from any of our major
customers could have a material adverse effect on our results of operations and
financial condition.

WE RELY SIGNIFICANTLY ON LARGE RETAILERS WHO ARE SUBJECT TO CHANGES IN THE
ECONOMY

         We sell products to retailers, including department stores, lifestyle
merchants, direct mail retailers which are catalogs and showrooms, national
chains, specialty stores, and warehouse clubs. Some retailers have engaged in
leveraged buyouts or transactions in which they incurred a significant amount of
debt, and currently some are operating under the protection of bankruptcy laws.
Despite the difficulties experienced by retailers in recent years, we have not
suffered significant credit losses to date. A deterioration in the financial
condition of our major customers could have a material adverse effect on our
future profitability.

WE ARE SUBJECT TO THE RISKS OF DOING BUSINESS ABROAD

         We are dependent upon foreign companies for manufacture ofkaraoke machines. These factories will be producing nearly all of our electronic products.karaoke products in fiscal 2008. Our arrangements with manufacturersthese factories are subject to the risks of doing business abroad, such as import duties, trade restrictions, work stoppages, and foreign currency fluctuations, limitations on the repatriation of earnings and political instability,

                                        4




and other factors which could have an adverse impact on our business. We believeFurthermore, we have limited control over the manufacturing processes. As a result, any difficulties encountered by our third-party manufacturers that result in product defects, production delays, cost overruns or the loss of any one or more of our suppliers would not have a long-term
material adverse effect on us, because other manufacturers with whom we do
business would be able to increase productioninability to fulfill our requirements. The
loss of certain of our suppliers, however,orders on a timely basis could adversely affect our business
in the short-term until alternative supply arrangements were secured.

         During fiscal 2001revenues, profitability and 2000, suppliers in the People's Republiccash flow. Also, since we do not have written agreements with any of China accounted for in excess of 94% and 88%, respectively, of our total product
purchases, including virtually all of our hardware purchases. The Company
expects purchasing for fiscal 2002 to fall within the above range as well.

         In 2002, the People's Republic of China gained "Most Favored Nation"
treatment for entry of goods into the United States for an additional year. In
the context of United States tariff legislation, MFN treatment means that
productsthese factories, we are subject to favorable duty rates upon entry intoadditional uncertainty if the United States.factories do not deliver products to us on a timely basis.

WE DEPEND ON THIRD PARTY SUPPLIERS FOR PARTS FOR OUR KARAOKE MACHINES AND RELATED PRODUCTS, AND IF WE CANNOT OBTAIN SUPPLIES AS NEEDED, OUR OPERATIONS WILL BE SEVERELY DAMAGED.

Our growth and ability to meet customer demand depends in part on our capability to obtain timely deliveries of karaoke machines and our electronic products. We rely on third party suppliers to produce the parts and materials we use to manufacture and produce these products. If MFN status for China is restrictedour suppliers are unable to provide our factories with the parts and supplies, we will be unable to produce our products. We cannot guarantee that we will be able to purchase the parts we need at reasonable prices or revokedin a timely fashion. In the last several years, there have been shortages of certain chips that we use in our karaoke machines. If we are unable to anticipate any shortages of parts and materials in the future, our cost of
goods purchased from Chinese vendors is likely to increase. A resultant change
in suppliers would likely have an adverse effect on our operations and,
possibly, earnings, although management believes such adversity would be
short-term as a result of its ability to find alternative suppliers. We continue
to monitor the situation and have determined that the production capabilities in
countries outside China, which have MFN status and, therefore, have favorable
duty rates, would meet our production needs.

         It must also be noted that at the present time, China is applying for
membership into the World Trade Organization ("WTO"). This application is
meeting with great favor from many of the WTO's other members. If this
membership is approved, China will no longer require MFN status for US trade.
The decision on membership will be submitted to the Ministerial Conference in
Doha, Qatar, in November of 2001.

WE HAVE SIGNIFICANT FUTURE CAPITAL NEEDS WHICH ARE SUBJECT TO THE UNCERTAINTY OF
ADDITIONAL FINANCING

         We may need to raise significant additional funds to fund our rapid
sales growth and/or implement other business strategies. If adequate funds are
not available on acceptable terms, or at all, we may be unable to sustain our
rapid growth,experience severe production problems, which would have a material adverse effect onimpact our business,
results of operations, and financial condition.

WE ARE SUBJECT TO SEASONALITY WHICH IS AFFECTED BY VARIOUS ECONOMIC CONDITIONS
AND CHANGES RESULTING IN FLUCTUATIONS IN QUARTERLY RESULTS

         We have experienced, and will experience in the future, significant
fluctuations in sales and operating results from quarter to quarter. This is
because of a significant portion of our business is derived from a limited
number of relatively large customer orders, the timing of which cannot be
predicted. Furthermore, as is typical in the karaoke industry, the quarters
ended September 30 and December 31 include increased revenues from sales made
during the holiday season. Additional factors that can cause our sales and
operating results to vary significantly from period to period include, among
others, the mix of products, fluctuating market demand, price competition, new
product introductions by competitors, fluctuations in foreign currency exchange
rates, disruptions in delivery of components, political instability, general
economic conditions, and other

                                        5




considerations described in this section entitled "Risk Factors." Accordingly,
period-to-period comparisons may not necessarily be meaningful and should not be
relied on as indicative of future performance. Historically, the third quarter
of our fiscal year, the three months ended December 31, have been the most
profitable quarter, and the fourth quarter of our fiscal year, the three months
ended March 31, have been the least profitable quarter.

OUR PROPRIETARY TECHNOLOGY MAY NOT BE SUFFICIENTLY PROTECTED

         Our success depends on our proprietary technology. We rely on a
combination of contractual rights, patents, trade secrets, know-how, trademarks,
non-disclosure agreements and technical measures to establish and protect our
rights. We cannot assure you that we can protect our rights to prevent third
parties from using or copying our technology.

WE MAY BE SUBJECT TO CLAIMS FROM THIRD PARTIES FOR UNAUTHORIZED USE OF THEIR
PROPRIETARY TECHNOLOGY

         We believe that we developed our technology independently and that it
does not infringe on the proprietary rights or trade secrets of others. We
cannot assure you, however, that we have not infringed on the technologies of
third parties or those third parties will not make infringement violation claims
against us. Any infringement claims may have a negative effect on our ability to
manufacture our products.

sales.

CONSUMER DISCRETIONARY SPENDING MAY AFFECT KARAOKE PURCHASES AND IS AFFECTED BY VARIOUS ECONOMIC CONDITIONS AND CHANGES

         CHANGES.

Our business and financial performance may be damaged more than most companies by adverse financial conditions affecting our business or by a general weakening of the economy. Purchases of karaoke audio softwaremachines and electronic
recording equipmentmusic are considered discretionary for consumers. Our success will therefore be influenced by a number of economic factors affecting discretionary and consumer spending, such as employment levels, business, interest rates, and taxation rates, all of which are not under our control. Adverse economic changes
affecting these factorsAdditionally, other extraordinary events such as terrorist attacks or military engagements, which adversely affect the retail environment may restrict consumer spending and thereby adversely affect our sales growth and profitability.
10
WE DEPEND ON THIRD PARTY SUPPLIERS,MAY HAVE INFRINGED THE COPYRIGHTS OF CERTAIN MUSIC PUBLISHERS AND IF WE CANNOT OBTAIN SUPPLIES AS NEEDED,
OUR OPERATIONSVIOLATE FEDERAL COPYRIGHT LAWS, WE WILL BE SEVERELY DAMAGED

         We rely on third party suppliersSUBJECT TO MONETARY PENALTIES.

Over the past several years, the Singing Machine (like its competitors) has received notices from certain music publishers alleging that the full range of necessary rights in their copyrighted works has not been properly licensed in order to producesell those works as part of products known as “compact discs with graphics” ("CDG"s). CDG's are compact discs which contain the partsmusical recordings of karaoke songs and materials we
use to manufacture our products. If our suppliers are unable to provide usgraphics which contain the lyrics of the songs. Singing Machine has negotiated licenses with the partscomplaining parties, or is in the process of settling such claims, with each one of the complaining copyright owners. As with any alleged copyright violations, unlicensed users may be subject to damages under the U.S. Copyright Act. Such damages and supplies, we will be unableclaims could have a negative effect on Singing Machine’s ability to produce our products. sell its music products to its customers. This is the reason the Singing Machine pursues licenses so diligently.

WE MAY BE SUBJECT TO CLAIMS FROM THIRD PARTIES FOR UNAUTHORIZED USE OF THEIR PROPRIETARY TECHNOLOGY, COPYRIGHTS OR TRADE SECRETS AND ANY CLAIMS ASSERTED AGAINST US COULD AFFECT OUR NET PROFITABILITY.

We cannot
guaranteebelieve that we independently developed the technology used in our electronic and audio software products and that it does not infringe on the proprietary rights, copyrights or trade secrets of others. However, we cannot be sure that we have not infringed on the proprietary rights of third parties or those third parties will be ablenot make infringement violation claims against us. During fiscal 2000, Tanashin Denki, Ltd., a Japanese company that holds a patent on a cassette tape drive mechanism alleged that some of our karaoke machines violated their patents. We settled the matters with Tanashin in December 1999. Subsequently in December 2002, Tanashin again alleged that some of our karaoke machines violated their patents. We entered into another settlement agreement with them in May 2003. In addition to purchaseTanashin, we could receive infringement claims from other third parties. Any infringement claims may have a negative effect on our profitability and financial condition.

WE ARE EXPOSED TO THE CREDIT RISK OF OUR CUSTOMERS, WHO ARE EXPERIENCING FINANCIAL DIFFICULTIES, AND IF THESE CUSTOMERS ARE UNABLE TO PAY US, OUR REVENUES AND PROFITABILITY WILL BE REDUCED.

We sell products to retailers, including department stores, lifestyle merchants, direct mail catalogs and showrooms, national chains, specialty stores, and warehouse clubs. Some of these retailers, such as K-Mart, FAO Schwarz and KB Toys, have engaged in leveraged buyouts or transactions in which they incurred a significant amount of debt, and operated under the parts we need at reasonable
prices or in a timely fashion. Ifprotection of bankruptcy laws. As of August 8, 2007 we are unable to purchaseaware of only three customers, FAO Schwarz, Musicland, and KB Toys, which are operating under the supplies and
parts we need to manufactureprotection of bankruptcy laws. Deterioration in the financial condition of our products, we will experience severe production
problems, which may possiblycustomers could result in the termination of our operations.


                                        6




OUR BUSINESS OPERATIONS COULD BE SIGNIFICANTLY DISRUPTED IF WE LOSE MEMBERS OF
OUR MANAGEMENT TEAM

         Our success dependsbad debt expense to a significant degree upon the continued
contributions of our executive officers, both individuallyus and as a group.
Although we have entered into employment contracts with Messrs. Steele and
Klecha, the loss of the services of either of these individuals could prevent us
from executing our business strategy.


OUR OPERATIONS MAY BE DISRUPTED BY TERRORIST ACTIVITIES

         Although we have taken steps to prevent any disruptions from terrorist
attacks, we cannot guarantee that our operations are completely invulnerable. A
disruption can occur from numerous sources, including damages to our property,
damage to one of our vendors or suppliers, or damages to third parties such that
it restricts the flow of commerce. As such, a terrorist attack could
substantially and adversely affect our business operations and consequently,
revenue growth and profitably.

CONTROL BY OUR OFFICERS AND DIRECTORS COULD ADVERSELY AFFECT OUR STOCKHOLDERS

         Our officers and directors own in the aggregate approximately 40.0% of
our outstanding common stock. As a result, these persons acting together, will
have the ability to control substantially all matters submitted to our
stockholders for approval and to control our management and affairs.
Accordingly, this concentration of ownership may have the affect of delaying,
deferring or preventing a change in control, impeding a merger consolidation,
takeover or other business combination involving us or discouraging a potential
acquirer from making a tender offer or otherwise attempting to obtain control of
us, which in turn could materially adversely affect the market price of the
common stock.

YOUR INVESTMENT MAY BE DILUTED

         If additional funds are raised through the issuance of equity
securities, your percentage ownership in our equity will be reduced. Also, you
may experience additional dilution in net book value per share, and these equity
securities may have rights, preferences, or privileges senior to those of yours.

OUR ABILITY TO MANAGE GROWTH COULD HURT OUR BUSINESS

         To manage our growth, we must implement systems, and train and manage
our employees. We may not be able to implement these action items in a timely
manner, or at all. Our inability to manage growth effectively could have a material adverse effect on our business operating results,revenues and financial
conditions. There can be no assurancefuture profitability.

A DISRUPTION IN THE OPERATION OF OUR WAREHOUSE CENTERS IN CALIFORNIA OR FLORIDA COULD IMPACT OUR ABILITY TO DELIVER MERCHANDISE TO OUR CUSTOMERS, WHICH COULD ADVERSELY AFFECT OUR REVENUES AND PROFITABILITY.

A significant amount of our merchandise is shipped to our customers from one of our two warehouses, which are located in Compton, California, and Coconut Creek, Florida. Events such as fire or other catastrophic events, any malfunction or disruption of our centralized information systems or shipping problems may result in delays or disruptions in the timely distribution of merchandise to our customers, which could substantially decrease our revenues and profitability.

OUR BUSINESS OPERATIONS COULD BE DISRUPTED IF THERE ARE LABOR PROBLEMS ON THE WEST COAST.

During fiscal 2007, approximately 40% of our sales were domestic warehouse sales, which were made from our warehouses in California and Florida. During the third quarter of fiscal 2003, the dock strike on the West Coast affected sales of two of our karaoke products and we estimate that we will achievelost between $3 and $5 million in orders because we could not get the containers of these products off the pier. If another strike or work slow-down occurs and we do not have a sufficient level of inventory, a strike or work slow-down would result in increased costs to us and may reduce our planned expansion
goals, manageprofitability.

CURRENCY EXCHANGE RATE RISK

Our major suppliers are located in China. The Chinese local currency has depreciated approximately 5% against the US dollar in 2007. If this trend continues, our growth effectively, or operate profitably.

          costs may increase in the future. This may decrease our profit margin.

11
RISKS ASSOCIATED WITH THIS OFFERING AND OUR CAPITAL STRUCTURE

WE

THE MARKET PRICE OF OUR COMMON STOCK MAY BE VOLATILE WHICH MAY CAUSE INVESTORS TO LOSE ALL OR A PORTION OF THEIR INVESTMENT.

From December 1, 2004 through September 30, 2007, our common stock has traded between a high of $1.60 and a low of $0.21. During this period, we had liquidity problems and incurred a net loss of $1.9 million in fiscal 2006 and loss of $3.6 million in fiscal 2005. Our stock price may continue to be volatile based on similar or other adverse developments in our business. In addition, the stock market periodically experiences significant adverse price and volume fluctuations which may be unrelated to the operating performance of particular companies.
IF INVESTORS SHORT OUR SECURITIES, IT MAY CAUSE OUR STOCK PRICE TO DECLINE.

During the past year, a number of investors have held a short position in our common stock. As of September 30, 2007, investors held a short position of approximately 35,000 shares of our common stock which represented 0.01% of our public float. The anticipated downward pressure on our stock price due to actual or anticipated sales of our stock by some institutions or individuals who engage in short sales of our common stock could cause our stock price to decline. Additionally, if our stock price declines, it may be more difficult for us to raise capital.

OUR COMMON STOCK MAY BE DELISTED FROM THE AMERICAN STOCK EXCHANGE, WHICH MAY HAVE COMPLETE DISCRETION INA MATERIAL ADVERSE IMPACT ON THE APPLICATIONPRICING AND TRADING OF PROCEEDS FROM THIS OFFERING.

         AllOUR COMMON STOCK.

On September 13, 2007, the Company received notice from The American Stock Exchange (the "Amex") that the Company has fallen below the continued listing standards of the proceedsAmex and that its listing is being continued pursuant to an extension.

Specifically, for the fiscal years ended March 31, 2007 and March 31, 2006, the Company was not in compliance with Section 1003(a)(ii) of the Amex Company Guide with shareholders' equity of less than $4,000,000 and net losses in three of its four most recent fiscal years.

The Company was previously added to the list of issuers that are not in compliance with the Amex's continued listing standards, and the Company's trading symbol SMD remains subject to the extension .BC to denote its noncompliance. This indicator will remain in effect until such time as the Company has regained compliance with all applicable continued listing standards.

If our common stock is removed from this offering have been designatedlisting on Amex, it may become more difficult for general
corporate and working capital purposes and may be expended atus to raise funds through the discretionsales of our management. common stock or securities.

IF OUR OUTSTANDING DERIVATIVE SECURITIES ARE EXERCISED OR CONVERTED, OUR EXISTING SHAREHOLDERS WILL SUFFER DILUTION.

As a resultof September 30, 2007, there were outstanding stock options to purchase an aggregate of 1,184,155 shares of common stock at exercise prices ranging from $.32 to $11.09 per share, not all of which are immediately exercisable. The weighted average exercise price of the foregoing, any return on investmentoutstanding stock options is approximately $1.39 per share. As of September 30, 2007, there were outstanding and immediately exercisable options to investors will be dependent substantially upon the discretion and judgementpurchase an aggregate of 984,593 shares of our management with respectcommon stock. There were outstanding stock warrants to the application and allocationpurchase 2,500,000 shares of common stock at exercise prices ranging from $.28 to $.35 per share, all of which are exercisable. The weighted average exercise price of the net
proceeds from this offering.


                                        7

outstanding stock warrants is approximately $0.315 per share.

FUTURE SALES OF OUR COMMON STOCK HELD BY CURRENT STOCKHOLDERS AND INVESTORS MAY DEPRESS OUR STOCK PRICE

         PRICE.

As of August 28, 2001,September 30, 2007 there were 4,567,62030,806,019 shares of our common stock outstanding. We have filed two registration statements registering an aggregate 3,794,250 of shares of our common stock (a registration statement on Form S-8 to register the sale of 1,844,250 shares underlying options granted under our 1994 Stock Option Plan and a registration statement on Form S-8 to register 1,950,000 shares of our common stock underlying options granted under our Year 2001 Stock Option Plan). An additional registration statement on Form S-1 was filed in October 2003, registering an aggregate of 2,795,465 shares of our common stock. The market price of our common stock could drop because ofdue to the sale of large number of shares of our common stock, in the public market, such as the shares sold under this prospectuspursuant to the registration statements or under Rule 144, or the perception that these sales had occurred or maycould occur. We filed a registration statement on Form
S-8 to register

OUR STOCK PRICE MAY DECREASE IF WE ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK.

Our Certificate of Incorporation authorizes the 1,229,500issuance of 100,000,000 shares of common stock underlying options issued
under our 1994 stock option plan. These factors could also make it more
difficult to raise funds through future offerings of common stock because of the
fear that these may be an adverse stock price movement from the large number of
shares outstanding. See "Shares Eligible for Future Sale."

ADVERSE EFFECT ON STOCK PRICE FROM FUTURE ISSUANCES OF ADDITIONAL SHARES

         Our certificate of incorporation authorizes the issuance of 18,900,000
million shares of common stock.as amended in January 2006. As of August 28, 2001,September 30, 2007 we had 4,567,62030,806,019 shares of common stock issued and outstanding and an aggregate of 1,190,5003,684,155 shares issuable under our outstanding options 308,400 warrants and 1,656,000 public warrants (to acquire 165,600 shares of our
common stock) outstanding.warrants. As such, our Board of Directors has the power, without shareholderstockholder approval, to issue up to 12,667,88065,509,826 shares of common stock.

Any issuance of additional shares of common stock, whether by us to new shareholdersstockholders or the exercise of outstanding warrants or options, may result in a reduction of the book value or market price of our outstanding common stock and
preferred shares.stock. Issuance of additional shares will reduce the proportionate ownership and voting power of our then existing shareholders.

stockholders.

12
PROVISIONS IN OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY MAKE IT DIFFICULT FOR A THIRD PARTY TO ACQUIRE OUR COMPANY AND COULD DEPRESS THE PRICE OF OUR COMMON STOCK.

Delaware law and our certificate of incorporation and bylaws contain provisions that could delay, defer or prevent a change in control of our companyCompany or a change in our management. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors and take other corporate actions. These provisions of our restated certificate of incorporation include: authorizing our board of directors to issue additional preferred stock, limiting the persons who may call special meetings of stockholders, and establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings.

IF WE FAIL TO MAINTAIN EFFECTIVE INTERNAL CONTROLS OVER FINANCIAL REPORTING, THE PRICE OF OUR   COMMON STOCK MAY BE ADVERSELY AFFECTED.

Our internal controls over financial reporting may have weaknesses and conditions that need to be addressed, the disclosure of which may have an adverse impact on the price of our common stock. We are also subjectrequired to certain provisionsestablish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of Delaware lawthose controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. In addition, our management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that could
delay, deterneed to be addressed in our internal controls over financial reporting or prevent us from entering intoother matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal controls over financial reporting, disclosure of our management’s assessment of our internal controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of the Company’s internal controls over financial reporting may have an acquisition, including the
Delaware General Corporation Law, which prohibits a Delaware corporation from
engaging in a business combination with an interested stockholder unless
specific conditions are met. The existence of these provisions could limitadverse impact on the price that investors are willingof our common stock. Management will have to payassess internal controls in accordance with Section 404 of the futureSarbanes-Oxley Act for sharesthe fiscal year ending March 31, 2008.

THE MARKET PRICE OF OUR COMMON STOCK MAY BE ADVERSELY AFFECTED BY SEVERAL FACTORS.

The market price of our common stock could fluctuate significantly in response to various factors and events, including: 
·our ability to execute our business plan;
·operating results below expectations;
·loss of any strategic relationship;
·industry developments;
·economic and other external factors; and
·period-to-period fluctuations in its financial results.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may deprive youalso materially and adversely affect the market price of an opportunity to sell your shares at a premium
over prevailing prices.



                                        8




                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
                 -----------------------------------------------

         This prospectus includes "forward-looking statements" withinour common stock.

WE HAVE NOT PAID CASH DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY CASH DIVIDENDS IN THE FUTURE. ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR STOCK.
We have never paid cash dividends on our stock and do not anticipate paying cash dividends on our stock in the meaningforeseeable future. The payment of Section 27A of the Securities Act of 1933 and Section 21E of the
Exchange Act of 1934. For example, statements included in this prospectus
regardingcash dividends on our stock will depend on our earnings, financial position, business strategycondition and other plansbusiness and objectives for future operations, and assumptionseconomic factors affecting us at such time as the board of directors may consider relevant. If we do not pay cash dividends, our stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

13
FORWARD-LOOKING STATEMENTS

This Registration Statement on Form S-3 (the “Registration Statement”) contains ‘‘forward-looking statements’’ that represent our beliefs, projections and predictions about future product demand, supply, manufacturing, costs, marketingevents. All statements other than statements of historical fact are ‘‘forward-looking statements’’, including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and pricing factors are
allobjectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as ‘‘may’’, ‘‘will’’, ‘‘should’’, ‘‘could’’, ‘‘would’’, ‘‘predicts’’, ‘‘potential’’, ‘‘continue’’, ‘‘expects’’, ‘‘anticipates’’, ‘‘future’’, ‘‘intends’’, ‘‘plans’’, ‘‘believes’’, ‘‘estimates’’ and similar expressions, as well as statements in the future tense, identify forward-looking statements. When we use words like "intend," "anticipate,"
"believe," "estimate," "plan" or "expect," we are making forward-looking
statements. We believe that the assumptions and expectations reflected in such
forward-looking

These statements are reasonable, based on information available to use
on the date hereof, but we cannot assure you that these assumptionsnecessarily subjective and expectations will prove to have been correct or that we will take any action
that we may presently be planning. We have disclosed certaininvolve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our current
expectationsforward-looking statements, including with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based or the success of our business. Furthermore, industry forecasts are likely to be inaccurate, especially over long periods of time and in relatively new and rapidly developing industries such as oil and gas. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

•
our ability to attract and retain management;
•
our growth strategies;
•
anticipated trends in our business;
•
our future results of operations;
•
our ability to make or integrate acquisitions;
•
our liquidity and ability to finance our acquisition and development activities;
•
the timing, cost and procedure for proposed acquisitions;
•
the impact of government regulation;
•
planned capital expenditures (including the amount and nature thereof);
•
our financial position, business strategy and other plans and objectives for future operations;
•
competition;
•
the ability of our management team to execute its plans to meet our goals;
•
general economic conditions, whether internationally, nationally or in the regional and local market areas in which we are doing business, that may be less favorable than expected; and
•
other economic, competitive, governmental, legislative, regulatory, geopolitical and technological factors that may negatively impact our businesses, operations and pricing.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, those factors discussed under "Risk Factors" abovethe headings ‘‘Risk factors’’, ‘‘Management’s discussion and analysis of financial condition and results of operations,’’ ‘‘Business’’ and elsewhere in this prospectus. You
should understand that forward-looking statements made in connection with this
offering are necessarily qualified by these factors. Except if we required by
law, we will not update any forward-looking statement, based on new information,
future events or other developments.

                                 
USE OF PROCEEDS
                                 ---------------

           We will receive gross proceeds

This prospectus relates to shares of approximately $494,925 if allour common stock that may be offered and sold from time to time by the warrants are exercised.selling stockholders. We will not receive any proceeds from the sale of shares of common stock in this offering. We will, however, receive proceeds from the exercise, if any, of warrants to purchase up to 2,500,000 shares of our common stock.
SELLING STOCKHOLDERS

The table below sets forth information concerning the resale of the shares of common stock by ourthe selling stockholders. Currently, we intend to useWe will not receive any proceeds from the proceeds for working capital and other general corporate purposes. The foregoing
represents our best estimateresale of the allocation ofcommon stock by the proceeds received from
this offering based upon the present state of our business, operations, and
plans, and current business conditions. We will have broad discretion to
determine the use of a substantial portion of the proceeds of the offering.

                             PRINCIPAL STOCKHOLDERS
                             ----------------------

         selling stockholders.

The following table also sets forth asthe name of August 28, 2001, certain
information concerning beneficial ownershipeach person who we are registering for the future resale of ourshares of common stock by (i)this prospectus, the number of shares of common stock beneficially owned by each person, known to us to own 5% or morethe number of our outstandingshares of common stock (ii)that may be sold in this offering and the number of shares of common stock each person will own after the offering, assuming they sell all
directors of the Singing Machineshares offered.
 
  
Shares Beneficially Owned
Prior to the Offering
   
Shares Beneficially Owned
After the Offering
 
Name Number* Percent(1) Total Shares Registered Number Percent 
koncepts International Limited (2)  18,732,679  60.81% 11,150,215  7,582,464  24.61%
                 
Gentle Boss Investments Ltd. (3)  2,100,000  6.82% 720,000  1,380,000  4.48%
Arts Electronics Co., Ltd. (4)  526,316  1.71% 526,316  -0-  -0-%
Timemate Industries Limited (5)  1,400,000  4.54% 480,000  920,000  2.99%
                
 Total
  22,758,995  73.88% 12,876,531  9,882,464  32.08%

* The actual number of shares offered in this prospectus, and (iii) all directors and officersincluded in the registration statement of which this prospectus is a part, includes such additional number of shares of common stock as may be issued or issuable upon the exercise of the Singing Machinewarrants by reason of any stock split, stock dividend or similar transaction involving the common stock, in accordance with Rule 416 under the Securities Act of 1933, as a group. At August 28, 2001,amended. Koncepts International Limited has contractually agreed to restrict its ability to exercise its warrants, which we had 4,567,620issued pursuant to our February 2006 Purchase Agreement and receive shares of our common stock such that the number of shares of common stock held by the selling stockholder in the aggregate and its affiliates after such exercise does not exceed 19.99% of the then issued and outstanding. Unless otherwise indicated,outstanding shares of common stock as determined in accordance with Section 13(d) of the addressExchange Act. Accordingly, the number of shares of common stock set forth in the table for each person is The Singing Machine Company, Inc., 6601 Lyons Road, Building A-7,
Coconut Creek, Florida 33073.

         As used herein, the termselling stockholder exceeds the number of shares of common stock that the selling stockholder could own beneficially at any given time through its ownership of the warrants. In that regard, the beneficial ownership with respect to a
securityof the common stock by the selling stockholder set forth in the table is defined bynot determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as consisting of sole or shared voting power (including the power to vote or direct
the vote) and/or sole or shared investment power (including the power to dispose
or direct the disposition of) with respect to the security through any contract,
arrangement, understanding, relationship or otherwise, including a right to
acquire such power(s)

                                        9




during the next 60 days. Unless otherwise noted, beneficial ownership consists
of sole ownership, voting and investment rights.

                                   Shares Beneficially               Percent of
Name & Address                     Owned                             Class
--------------                     ------------------------          -----------

John Klecha                                528,074(1)                   11.4%

Edward Steele                              652,924(2)                   13.1%

Josef Bauer                                693,773(3)                   15.2%

Howard Moore                               147,037(4)                    3.2%

Robert Weinberg                             12,050(5)                       *

Paul Wu                                    392,899(6)                    8.6%
c/o Colony Electronics
500 Hennessy Road
Causeway, Hong Kong

All Directors and Executive              2,033,858(7)                   40.0%
Officers as a Group (5 persons)
-------------------------------

amended.

(1) Includes options to purchase 59,000 shares and warrants to purchase 20,000Based upon 30,806,019 shares of our common stock.

(2) Includes options to purchase 400,000 sharesstock issued and warrants to purchase 8,000
sharesoutstanding as of our common stock.

(3) Includes options to purchase 10,000 shares, 108,400 shares held bySeptember 30, 2007 and does not assume the Bauer
Family Limited Partnership and 200,000 shares held by Bansia Corporation Pension
Plan Trust, Mr. Bauer's self directed pension plan.

(4) Includes 106,152 shares held by Mr. Moore, as trustee of the Howard & Helen
Moore Trust, 19,500 shares held by Mr. Moore as trustee of the Howard Moore &
Associates Pension Plan and 1,390 shares held by Mr. Moore as trustee of the
Howard and Helen Moore Insurance Trust. Also includes 20,000 options.

(5) Includes options to purchase 10,000 shares, 1,800 shares held by a limited
liability company of which Mr. Weinberg is a 50% owner and 300 shares held by
Mr. Weinberg's spouse. Mr. Weinberg disclaims beneficial ownership of the shares
held by his wife.



                                       10




(6) Includes 237,932 shares held by FLX(HK) Ltd., 129,300 shares held by Colony
Electronics and 25,667 shares held by Gemco Pacific, Inc. Mr. Paul Wu is a
director of each of these companies and was a former director of the Singing
Machine. Mr. Wu disclaims any beneficial ownership of the shares of FLX(HK)
Ltd., Colony Electronics and Gemco.

(7) Includes options to purchase 499,000 shares and warrants to acquire 28,000
shares.

                              SELLING STOCKHOLDERS
                              --------------------

         The table below sets forth information regarding ownership of our
common stock by the selling stockholders on August 28, 2001 andincrease in the number of securities to be soldshares outstanding by them under this prospectus. Six of our selling
shareholders have a material relationship with the Singing Machine. Eddie Steele
serves as our Chief Executive Officer, John Klecha as our President, Chief
Financial Officer, Chief Operating Officer, Treasurer and Secretary and Josef
Bauer is one of our directors. The Bauer Family Limited Partnership and the
Bansia Corporation Pension Plan are entities that are affiliated with Mr. Bauer.
The Howard & Helen Moore Trust is an affiliated entity of Howard Moore, one of
our directors.



                                        SECURITIES OWNED PRIOR TO OFFERING                 SECURITIES AFTER OFFERING
                                   ---------------------------------------------          ----------------------------
                                                    SHARES OF
                                                    COMMON                                NUMBER OF
                                   SHARES OF        STOCK           PERCENT OF            SHARES OF        PERCENT OF
NAME OF                            COMMON           OFFERED         COMMON                COMMON           COMMON
SELLING STOCKHOLDER                STOCK(1)         HEREBY(1)       STOCK                 STOCK            STOCK
-------------------                -----------      -----------     ------------          --------------   -----------

Itamar Jones Zac                       4,000          4,000               *                     0              *

Bank Sal. Oppenheim Jr.
& CIE (Switzerland) Ltd.             140,000        140,000               *                     0              *

Anthony Broy                           4,000(2)       4,000(2)            *                     0              *

Entropy Holdings LLC                  10,000         10,000               *                     0              *

Frederick A. Merz                      6,465          4,000               *                 2,465              *

Clarion Finanz A.G.                   67,000(2)      67,000(2)            *                     0              *

SISM Research and
Investment Services                   10,000(2)      10,000(2)            *                     0              *

Edward Borrelli                       95,400(2)      95,400(2)            *                     0              *

FRS Investments, Inc.                 85,000(3)      85,000(3)            *                     0              *

Maureen LaRouche                       5,000          5,000               0                     *              *

Neal Berkman                         25,000(2)       25,000(2)            *                     0              *




                                                            11



                                        SECURITIES OWNED PRIOR TO OFFERING                 SECURITIES AFTER OFFERING
                                   ---------------------------------------------          ----------------------------
                                                    SHARES OF
                                                    COMMON                                NUMBER OF
                                   SHARES OF        STOCK           PERCENT OF            SHARES OF        PERCENT OF
NAME OF                            COMMON           OFFERED         COMMON                COMMON           COMMON
SELLING STOCKHOLDER                STOCK(1)         HEREBY(1)       STOCK                 STOCK            STOCK
-------------------                -----------      -----------     ------------          --------------   -----------

John Klecha                          528,074(4)     469,074(5)        11.4%                59,000(6)        1.2%

Eddie Steele                          652,924(7)    252,924(8)        13.1%               400,000(6)        7.6%

Joseph Bauer                         693,773(8)     375,373(8)        15.2%             10,000(6)(10)          *

Bauer Family Limited
Partnership                          108,400        108,400            2.4%             10,000(6)(10)          *

Bansia Corporation Pension
Plan Trust for Mr. Bauer             200,000        200,000            4.4%             10,000(6)(10)          *

Howard & Helen
Moore Trust                          106,152        106,152            2.3%                     0(11)          *



-----------
* Less than 1%.

(1)      Assumes that all of our warrants are exercised to purchase shares of
         our common stock. No assurance can be given as to the timingreason of the exercise of the warrants or aspursuant to whether all or any of the warrants
         will be exercised.

(2)      Represents shares to be acquired upon the exercise of warrants.

(3)      Includes 75,000 shares to be acquired upon the exercise of warrants.

(4)      Includes options to purchase 59,000 shares and warrants to purchase
         20,000 shares of our common stock.

(5)      Includes 20,000 shares to be acquired upon the exercise of warrants.

(6)      Represents shares to be acquired upon the exercise of options.

(7)      Includes options to purchase 400,000 shares and warrants to purchase
         8,000 shares of our common stock.

(8)      Includes 8,000 shares to be acquired upon the exercise of warrants.

(9)      Includes options to purchase 10,000 shares, 108,400 shares held by the
         Bauer Family Limited Partnership and 200,000 shares held by the Bansia
         Corporation Pension Plan Trust, Mr. Bauer's self directed pension plan.

(10)     Assumes that all shares held by Mr. Bauer, directly, or through
         entities affiliated with Mr. Bauer, are sold.

(11)     Does not include 20,890 shares that are held by two trusts, of which
         Mr. Moore serves as the trustee, and 20,00 options.

         The information provided in these tables has been obtained from the
records of our transfer agent. Because the selling stockholders may sell all or
some portion of the shares of common stock beneficially owned by them, only an
estimate (assuming the selling stockholders sell all of the shares offered
hereby) can be given as to the number oflisted in this table may have been issued.

(2) Represents (i) 8,650,215 shares of common stock, that will(ii) 1,250,000 shares underlying warrants to purchase common stock at an exercise price of $0.28 per share for three years from the date of issuance, and (iii) 1,250,000 shares underlying warrants to purchase common stock at an exercise price of $0.35 per share for three years from the date of issuance. In accordance with rule 13d-3 under the securities exchange act of 1934, Philip Lau may be beneficiallydeemed a control person, with voting and investment control, of the shares owned by the selling stockholders after this offering. In addition,
anysuch entity. The selling stockholder has notified us that they are not broker-dealers and/or affiliates of broker-dealers.

(3) Represents shares of common stock. In accordance with rule 13d-3 under the securities exchange act of 1934, Hamen Fen may have

                                       12




sold, transferred be deemed a control person, with voting and investment control, of the shares owned by such entity. The selling stockholder has notified us that they are not broker-dealers and/or otherwise disposed affiliates of broker-dealers.

(4) Represents shares of common stock. In accordance with rule 13d-3 under the securities exchange act of 1934, Ray Leung may be deemed a control person, with voting and investment control, of the shares owned by such entity. The selling stockholder has notified us that they are not broker-dealers and/or affiliates of broker-dealers.

(5) Represents shares of common stock. In accordance with rule 13d-3 under the securities exchange act of 1934, Stephen Chow may be deemed a control person, with voting and investment control, of the shares owned by such entity. The selling stockholder has notified us that they are not broker-dealers and/or may sell, transfer or otherwise
disposeaffiliates of atbroker-dealers. 
PLAN OF DISTRIBUTION

Each selling stockholder of the common stock and any time orof their pledges, assignees and successors-in-interest may, from time to time, since the dates on which they
provided the information regarding the shares beneficially owned by them, all or
a portion of the shares beneficially owned by them in transactions exempt from
the registration requirements of the Securities Act of 1933. Therefore, somesell any or all of their shares of common stock on the trading market or any other stock exchange, market or trading facility on which the shares listed hereare traded or in private transactions. These sales may have been soldbe at fixed or otherwise disposed of and
are listed for completeness only.

                              PLAN OF DISTRIBUTION
                              --------------------

         We are registering 1,965,323 shares on behalf of certain selling
stockholders. The selling stockholders named in the table below or pledgees,
donees, transferees or other successors-in-interest selling shares received from
a namednegotiated prices. A selling stockholder as a gift, partnership distribution or other
non-sale-related transfer after the date of this prospectus may sell the shares
from time to time. The selling stockholders will act independently of the
Singing Machine in making decisions with respect to the timing, manner and size
of each sale. Sales of shares may be effected by selling stockholders from time
to time in one or more types of transactions (which may include block
transactions) on one or more exchanges, in the over-the-counter market or
otherwise, in negotiated transactions, through put or call options transactions
relating to the shares, through short sales of shares, or a combination of such
methods of sale, at fixed prices that may be changed, at market prices
prevailing at the time of the sale or at negotiated prices.

         The shares may be sold byuse any one or more of the following methods without
limitation:

         -in privately negotiated transactions;

         -ordinary brokerage transactions and transactions in which the broker
          solicits purchasers;

         -through one or more underwritten offerings on a firm commitment or
          best efforts basis;

         -block trades in which the broker-dealer so engaged will attempt to
          sell the shares as agent but may position and resell a portion of the
          block as principal to facilitate the transaction;

         -purchases by a broker-dealer as principal and resale by such
          broker-dealer for its account pursuant to the prospectus;

         -short sales;

         -an exchange distribution in accordance with the rules of such
          exchange;

         -any combination of any of these methods of sale.

         when selling shares:
·ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
·block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
·purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
·an exchange distribution in accordance with the rules of the applicable exchange;
·privately negotiated transactions;
·settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
·broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
·a combination of any such methods of sale;
·through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or
·
any other method permitted pursuant to applicable law.
The selling stockholders may effect such transactions by sellingalso sell shares under Rule 144 under the shares directly to purchasers or through broker-dealers (which may actSecurities Act of 1933, as agents
or principals). In effecting sales, broker-dealersamended, if available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholders may arrange for other broker-dealersbrokers-dealers to participate in the resales.sales. Broker-dealers may act as principals,receive commissions or as agents of adiscounts from the selling stockholder.
Broker-dealers may agree with a selling stockholder to sell a specified number
of shares at a

                                       13




stipulated price per share. If thestockholders (or, if any broker-dealer is unable to sell the shares
actingacts as agent for a selling stockholder, it may purchase as principal any
unsold shares at the stipulated price. Broker-dealers who acquire shares as
principals may thereafter resell thepurchaser of shares, from timethe purchaser) in amounts to timebe negotiated, but, except as set forth in transactions on
any stock exchangea supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup or automated interdealer quotation systems on whichmarkdown in compliance with NASDR IM-2440.
In connection with the shares are then listed, at prices and on terms then prevailing at the time of
sale at prices related to the then-current market prices or in negotiated
transactions. Broker-dealers may use block transactions and sales to and through
broker-dealers including transactions of the nature described above. Tocommon stock or interests therein, the
extent required, we may amend or supplement this prospectus, from time to time
to describe a specific plan of distribution.

         The selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in connection with the distributions of the shares or otherwise.
In such transactions, broker-dealers mayturn engage in short sales of the sharescommon stock in the course of hedging the positions they assume with selling stockholders.assume. The selling stockholders may also sell shares of the sharescommon stock short and redeliver the sharesdeliver these securities to close out suchtheir short positions.positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into optionsoption or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The selling stockholders also
may loan or pledge the shares to a broker-dealer or other financial institution.
Theinstitution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may sell the shares so loaned, or
upon a default the broker-dealer or financial institution may sell the pledged
shares underresell pursuant to this prospectus (if required, as(as supplemented or amended to reflect those transactions)such transaction).

         Broker-dealers
The selling stockholders and any broker-dealers or agents may receive compensationthat are involved in the form of
commissions, discounts or concessions from the selling stockholders.
Broker-dealers or agents may also receive compensation from the purchasers of the shares for whom they act as agents or to whom they sell as principals, or
both. Compensation as to a particular broker-dealer might be in excess of
customary commissions and will be in amounts to be negotiated in connection with
the sale. Broker- dealers or agents and any other participating broker-dealers
or the selling stockholders may be deemed to be "underwriters"“underwriters” within the meaning of Section 2(11) of the Securities Act in connection with the sale of
the shares. Accordingly,such sales. In such event, any such commission, discount or concessioncommissions received by themsuch broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting discountscommissions or commissionsdiscounts under the Securities Act. Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).
We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
Because
the selling stockholders may be deemed to be "underwriters"“underwriters” within the meaning of Section 2(11) of the Securities Act, the selling stockholdersthey will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 promulgated under the Securities Act may be sold under Rule 144 rather than pursuant tounder this prospectus. TheEach selling stockholders havestockholder has advised us that they have not entered into any written or oral agreements, understandings or arrangements with any underwritersunderwriter or broker-dealersbroker-dealer regarding the sale of their securities.the resale shares. There is no underwriter or coordinatedcoordinating broker acting in connection with the proposed sale of the resale shares by the selling stockholders. 
We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without regard to any volume limitations by reason of Rule 144(e) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to the prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and the seller complies with the
exemption.


                                       14

is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to ourthe common stock for a period of up
to five business days (or such otherthe applicable restricted period, as defined in Regulation M, may
provide) prior to the commencement of suchthe distribution. In addition, eachthe selling stockholderstockholders will be subject to applicable provisions of the Exchange Act and the associated rules and regulations there under, the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares of ourthe common stock by the selling stockholders.stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need for delivery of copiesto deliver a copy of this prospectus to purchaserseach purchaser at or prior to the time of any salethe sale.
 
DESCRIPTION OF SECURITIES BEING REGISTERED

COMMON STOCK

We are authorized to issue up to 100,000,000 shares of our common stock, par value $0.01 per share. The holders of our common stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares.

         We will file a supplementshares voted for the election of directors can elect all of the directors. The holders of our common stock are entitled to this prospectus,receive dividends when, as and if required, pursuantdeclared by the Board of Directors out of funds legally available. In the event of liquidation, dissolution or winding up of the Company, the holders of our common stock are entitled to Rule 424(b) under the Securities Act upon being notified by a selling
stockholder that any material arrangementshare ratably in all assets remaining available for distribution to them after payment of liabilities and after provision has been entered into with a
broker-dealermade for each class of stock, if any, having preference over the salecommon stock. Holders of shares through a block trade, special offering,
exchange distributionof common stock, as such, have no conversion, preemptive or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:

         -other subscription rights, and, except as noted herein, there are no redemption provisions applicable to the name of each such selling stockholder andcommon stock. All of the participating
           broker-dealer(s)outstanding shares of common stock are validly issued, fully paid and nonassessable.
 
LEGAL MATTERS

Sichenzia Ross Friedman Ference LLP, New York, New York will issue an opinion with respect to the validity of the shares of common stock being offered hereby. 
 
EXPERTS

Berkovits & Company, LLP (f/k/a Berkovits, Lago & Company, LLP), - the number of shares involved,

         - the price at which such shares were sold,

         - the commissions paid or discounts or concessions allowed to such
           broker-dealer(s), where applicable,

         - that such broker-dealer(s) did not conduct any investigation to
           verify the informationIndependent Registered Public Accountants, have audited, as set out orforth in their report thereon incorporated by reference in this
           prospectus, and

         - other facts material to the transaction.

         In addition, we will file a supplement to this prospectus if a selling
shareholder notifies us that a donee or pledgee intends to sell more than 500
shares.

         We will bear all costs, expenses and fees in connection with the
registration of the shares. The selling stockholders will bear all commissions
and discounts, if any, attributable to the sale of the shares. The selling
stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act.

                                  LEGAL MATTERS
                                  -------------

         The validity of the securities being offered hereby will be passed upon
by English, McCaughan & O'Bryan, P.A., 100 N.E. Third Ave., Suite 1100, Ft.
Lauderdale, Florida 33301.


                                       15




                                     EXPERTS
                                     -------

         Our consolidatedherein, our financial statements for the years ended March 31, 2001,2007 and 2006. The financial statements referred to above are incorporated by reference in this prospectus and elsewhere in this
registration statement by reference to our Annual Reportwith reliance upon the auditors’ opinion based on Form 10-KSB for the
year ended March 31, 2001 have been so incorporated in reliance on the report of
Salberg & Company, P.A., given on the authority of said firm as expertstheir expertise in accounting and auditing. 
 

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered:
 
NATURE OF EXPENSE AMOUNT

SEC Registration fee
 $131.21 
Accounting fees and expenses $2,000.00*
Legal fees and expenses $17,500.00*
Misc. $500.00 
Total $20,131.21*

*Estimated
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our consolidated financial statements for the year
ended March 31, 2000 incorporated by reference in this prospectus and elsewhere
in this registration statement by reference to our Annual Report on Form 10-KSB
for the year ended March 31, 2001 have been so incorporated in reliance on the
reportCertificate of Weinberg & Company, P.A., given on the authority of said firm as
experts in accounting and auditing.

                                 INDEMNIFICATION
                                 ---------------

         We intend to indemnify our officers and directors and controlling
persons against liability arising under the Securities Act,Incorporation provides to the fullest extent permitted by the General Corporation Law of the State of Delaware, that our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director’s or officer’s fiduciary duty. The effect of this provision of our Articles of Incorporation, as amended and restated, is to eliminate our rights and our shareholders (through shareholders’ derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under applicable law.certain situations defined by statute. We have broadbelieve that the indemnification provisions in our CertificateArticles of Incorporation, as amended, are necessary to attract and inretain qualified persons as directors and officers.

Our By Laws also provide that the Board of Directors may also authorize us to indemnify our Bylaws. employees or agents, and to advance the reasonable expenses of such persons, to the same extent, following the same determinations and upon the same conditions as are required for the indemnification of and advancement of expenses to our directors and officers. As of the date of this Registration Statement, the Board of Directors has not extended indemnification rights to persons other than directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, offices andofficers or persons controlling persons of the small business
issuerus pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION
                    -----------------------------------------

         The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with it, which means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede previously filed information, including information contained in this
document. We incorporate by reference the documents listed below and any future
filings made with the Securities and Exchange Commission under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus and prior the time all the securities offered by this prospectus are
sold. :

         o   Our Annual Report on Form 10-KSB for the year ended March 31, 2001,
             filed on June 29, 2001;

         o   Our Definitive Proxy Statements filed July 10, 2001, July 11, 2001
             and July 17, 2001;

         o   Our Quarterly Report on Form 10-QSB filed August 13, 2001; and

         o   The description of our common stock contained in our Registration
             Statement on Form 8-A filed with the SEC on October 19, 1994 and
             Amendment No. 1 to the Registration Statement on Form 8-A filed
             with the SEC on March 2, 2001, including any amendment or report
             filed for the purpose of updating that description.

                                       16




         We will furnish without charge to each person, including any beneficial
owner, to whom a copy of this prospectus is delivered, upon written or oral
request, a copy of the information that has been incorporated by reference into
this prospectus, but not delivered with this prospectus. You should direct any
requests for copies to The Singing Machine, 6601 Lyons Road, Building A-7,
Coconut Creek, Florida 33073, Attention: Investor Relations, Telephone: (954)
596-1000.

         Because we are subject to the informational requirements of the
Exchange Act, we file reports and other information with the Commission.
Reports, registration statements, proxy and information statements and other
information that we have filed can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, NW, Washington, DC 20549. You may obtain copies of this material from
the public reference section of the Commission at 450 Fifth Street, NW,
Washington, DC 20549 at rates set by the Commission. The public may obtain
information on the operation of the public reference room by calling the
Commission at 1-800-SEC-0330. The Commission also maintains a web site that
contains reports, proxy and information statements and other information that is
filed electronically with the Commission. This web site can be accessed at
http://www.sec.gov.

         We have filed with the Commission a registration statement on Form S-3
under the Securities Act covering the common stock offered under this
prospectus. This prospectus does not contain all of the information in the
registration statement, parts of which we have omitted, as allowed under the
rules and regulations of the Commission. You should refer to the registration
statement for further information about us and our common stock. We believe that
the descriptions in this prospectus of contracts and other documents cover the
material terms of these agreements. These descriptions, however, may not contain
all of the information that is important to you. These agreements are filed as
exhibits to the registration statement of which this prospectus is a part. We
encourage you to read these agreements in their entirety. Copies of the
registration statement, including exhibits, may be inspected without charge at
the Commission's principal office in Washington, DC, and you may obtain copies
from this office upon payment of the fees set by the Commission.



                        THE SINGING MACHINE COMPANY, INC.

                        1,965,323 SHARES OF COMMON STOCK

                                   PROSPECTUS

                                 OCTOBER 9, 2001



                                       17




                                     PART II

                     Information Not Required in Prospectus
                     --------------------------------------

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

         The following table sets forth various expenses which will be incurred
or were incurred in connection with the registration of our securities. All such
expenses will be paid by us, none will be paid by the selling stockholders.
Other than the SEC Registration Fee and the premium for our directors and
officers insurance, the amounts set forth below are estimates:

         SEC Registration Fee...................................... $    877.38
         Printing & Engraving Expenses ............................   10,000.00
         Legal Fees and Expenses ..................................   10,000.00
         Accounting Fees and Expenses .............................   10,000.00
         Premium for D&O Insurance    .............................   25,456.28
                                                                    -----------
                                             TOTAL:................ $ 56,333.66
                                                                    ===========



ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As a Delaware corporation, we are subject to the Delaware General
Corporation Law. Section 102(b)(7) of Delaware law enables a corporation in its
certificate of incorporation to eliminate or limit personal liability of members
of its Board of Directors for monetary damages for breach of a director's
fiduciary duty of care. Article 10 of our Certificate of Incorporation provides
that a director shall not be personally liable to us or our stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to us or our
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of Delaware or (iv) for any transaction from which
the director derived an improper personal benefit and contains a comparable
provision.

         Section 145 of Delaware law permits a corporation organized under
Delaware law to indemnify directors and officers with respect to any matter in
which the director or officer acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the company, and with
respect to any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful. Article VI of our Bylaws provides that our
officers, directors, employees or agent shall be indemnified to the full extent
permitted by Delaware law. Article VI also provides that we may advance expenses
to a director prior to the final disposition of the action. If required under
Delaware law, however, we may require an officer or director to give us an
undertaking in advance of the final disposition that he will repay all amounts
so advanced, if it shall ultimately be determined that such officer or director
is not entitled to be indemnified under our by- laws or otherwise.



                                      II-1




         The above discussion of Delaware law and our certificate of
incorporation and bylaws is not intended to be exhaustive and is qualified in
its entirety by our certificate of incorporation, bylaws and Delaware law.


ITEM 16. EXHIBITS

Exhibit No.       Description of Exhibit
-----------       ----------------------

5.1               Opinion re: Legality of the Securities Being Registered*
23.1              Consent of Counsel - English, McCaughan & O'Bryan, P.A.
                  (included in Exhibit 5.1)*
23.2              Consent of Weinberg & Company, P.A.*
23.3              Consent of Salberg & Company, P.A.*

------------------
*Filed herewith.


 
Exhibit
Number
Description
4.1Form of Certificate Evidencing Shares of Common Stock (incorporated by reference to Exhibit 3.3. of The Singing Machine Company Inc.’s registration statement on Form SB-2 filed with the SEC on March 7, 2000. File No. 333-57722).
4.2Amended and Restated 1994 Management Stock Option Plan (incorporated by reference to Exhibit 10.6 to The Singing Machine Company, Inc.’s registration statement on Form SB-2 filed with the SEC on March 28, 2001, File No. 333-59684).
4.3Year 2001 Stock Option Plan (incorporated by reference to Exhibit 10.1 of The Singing Machine Company, Inc.’s registration statement on Form S-8 filed with the SEC on September 13, 2002, File No. 333-99543).
4.4Securities Purchase Agreement dated as of August 20, 2003 by and among The Singing Machine and Omicron Master Trust, SF Capital Partners, Ltd., Bristol Investment Fund, Ltd., Ascend Offshore Fund, Ltd., Ascend Partners, LP and Ascend Partners Sapient, LP (collectively, the “Investors”) (filed as Exhibit 10.1 to The Singing Machine Company, Inc.’s Registration Statement filed with the SEC on October 9, 2003, File No. 333-109574).
Exhibit
Number
Description
4.4Amendment dated September 5, 2003 to Securities Purchase Agreement Between The Singing Machine Company, Inc. and the Investors (filed as Exhibit 10.2 to the Singing Machine’s Registration Statement filed with the SEC on October 9, 2003, File No. 333-109574).
4.5Form of Debenture Agreement issued by the Singing Machine to each of the Investors (filed as Exhibit 10.3 to The Singing Machine Company, Inc.’s Registration Statement filed with the SEC on October 9, 2003, File No. 333-109574).
4.6Form of Warrant Agreement issued by The Singing Machine Company, Inc. to the Investors (filed as Exhibit 10.4 to the Singing Machine’s Registration Statement Filed with the SEC on October 9, 2003, File No. 333-109574).
4.7Warrant Agreement between the Singing Machine and Roth Capital Partners, LLC (filed as Exhibit 10.5 to The Singing Machine Company, Inc.’s Registration Statement filed with the SEC on October 9, 2003, File No. 333-109574).
4.8Registration Rights Agreement between The Singing Machine Company, Inc. and each of The Investors and Roth Capital Partners, LLC (filed as Exhibit 10.5 to The Singing Machine Company, Inc.’s Registration Statement filed with the SEC on October 9, 2003, File No. 333-109574).
4.9One Year Stock Purchase Warrant of the Singing Machine issued to koncepts International Limited dated as of February 21, 2006 (filed as Exhibit 10.3 to The Singing Machine Company, Inc.’s Current Report on Form 8-K filed with the SEC on February 27, 2006).
4.10Three Year Stock Purchase Warrant of the Singing Machine issued to koncepts International Limited dated as of February 21, 2006 (filed as Exhibit 10.4 to The Singing Machine Company, Inc.’s Current Report on Form 8-K filed with the SEC on February 27, 2006).
4.11Four Year Stock Purchase Warrant of The Singing Machine Company, Inc. issued to koncepts International Limited dated as of February 21, 2006 (filed as Exhibit 10.5 to The Singing Machine Company, Inc.’s Current Report on Form 8-K filed with the SEC on February 27, 2006).
5.1Opinion of Sichenzia Ross Friedman Ference LLP (Filed herewith).
 
10.1Securities Purchase Agreement dated February 21, 2006 by and between The Singing Machine Company, Inc. and koncepts International Limited (filed as Exhibit 10.1 to The Singing Machine Company Inc.’s Current Report on Form 8-K filed with the SEC on February 27, 2006).
10.2Registration Rights Agreement dated February 21, 2006 by and between The Singing Machine Company, Inc. and koncepts International Limited (filed as Exhibit 10.2 to The Singing Machine Company, Inc.’s Current Report on Form 8-K filed with the SEC on February 27, 2006).
10.3Securities Purchase Agreement dated August 9, 2006 by and between The Singing Machine Company, Inc. and the purchasers named on the signature pages thereto (filed as Exhibit 10.1 to The Singing Machine Company, Inc.’s Current Report on Form 8-K filed with the SEC on August 14, 2006).
10.4Securities Purchase Agreement, dated January 16, 2007, by and between The Singing Machine Company, Inc. and Gentle Boss Investments, Ltd. (filed as Exhibit 10.1 to The Singing Machine Company, Inc.’s Current Report on Form 8-K filed with the SEC on February 7, 2007).
10.5Securities Purchase Agreement, dated January 16, 2007, by and between The Singing Machine Company, Inc. and Timemate Industries, Ltd. (filed as Exhibit 10.2 to The Singing Machine Company, Inc.’s Current Report on Form 8-K filed with the SEC on February 7, 2007).
10.6Securities Purchase Agreement, dated February 1, 2007, by and between The Singing Machine Company, Inc. and Arts Electronics Co., Ltd. (filed as Exhibit 10.1 to The Singing Machine Company, Inc.’s Current Report on Form 8-K filed with the SEC on February 7, 2007).
10.7Form of Securities Purchase Agreement, dated September 28, 2007 by and between The Singing Machine Company, Inc. and koncepts International Limited (Filed herewith).
23.1Consent of Berkovits & Company, LLP, (f/k/a Berkovits, Lago & Company, LLP), Independent Registered Public Accounting Firm (Filed herewith).
23.2Consent of Sichenzia Ross Friedman Ference LLP (Incorporated in Exhibit 5.1)
 
ITEM 17. UNDERTAKINGS

The undersigned Registrantregistrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

         statement:
(i) IncludeTo include any prospectus required by Section 10(a)(3) of the Securities Act;

         Act of 1933;
(ii) ReflectTo reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or together,in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changechanges in volume and price represent no more than a 20%20 percent change in the maximum aggregate offering pricesprice set forth in the "Calculation“Calculation of Registration Fee"Fee” table in the effective registration statement; and

         
(iii) IncludeTo include any additional or changed material information onwith respect to the plan of distribution.

         NOTE: Small business issuersdistribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however , that paragraphs (1)(i), (1)(ii) and (1)(iii) do not need to give the statements in
paragraph (a)(1)(i) and (a)(1)(ii) of this itemapply if the registration statementRegistration Statement is on Form S-3 or S-8 and if the information required byto be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference from periodic reportsin the registration statement, or is contained in a form of prospectus filed bypursuant to Rule 424(b) that is part of the small business
issuer under the Exchange Act.

         registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, treat each such post-effective amendment asshall be deemed to be a new registration statement relating to the II-2

securities offered therein, and the offering of thesuch securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the Securities Act treatof 1933, each filing of the Registrant'sregistrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5) ForThat, for the purpose of determining any liability under the SecutitiesSecurities Act treat each
post-effective amendment that containsof 1933 to any purchaser:
(A) Each prospectus filed by a formRegistrant pursuant to Rule 424(b)(3) shall be deemed to be part of prospectus as a newthe registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the securities offeredpurpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6) That, for the purpose of determining liability of a Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, at the time as the initial bona fideeach undersigned Registrant undertakes that in a primary offering of those securities.

         securities of an undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of an undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned Registrant or used or referred to by an undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by an undersigned Registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 as amended, may be permitted to directors, officers and controlling persons of the Registrantregistrant pursuant to the foregoing provisions, or otherwise, the Registrantregistrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrantregistrant of expenses incurred or paid by a director, officer or controlling person of the Registrantregistrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrantregistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.


                                      II-3



Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
SIGNATURES

         Pursuant to

In accordance with the requirements of the Securities Act of 1933, the Registrantregistrant certifies that it has reasonable grounds to believe that it meets all of the requirements forof filing on Form S-3 and has duly causedauthorizes this Registration
Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Coconut Creek, State of Florida, on October 9, 2001.

                                THE SINGING MACHINE COMPANY, INC.


Dated: October 9, 2001          By: /s/ John F. Klecha
                                    --------------------------------------------
                                    John F. Klecha, President, Chief Operating
                                    Officer, Chief Financial Officer, Treasurer,
                                    Secretary and Director


Pursuant to31, 2007.
THE SINGING MACHINE COMPANY, INC.



By:  
/s/  Anton “Tony” Handal
Anton “Tony” Handal
Chief Executive Officer (Principal Executive Officer)



By:  /s/ Danny Zheng
Danny Zheng
Chief Financial Officer (Principal Financial and Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has beenregistration statement was signed below by the following persons in the capacities and on the dates indicated.

dates.




Signature                                Title                                            Date
---------                                -----                                            ----

/s/ Edward Steele                   Chairman of the Board of Directors and             
NAME
TITLE
DATE
Director October 9, 2001
----------------------------          Chief Executive Officer
Edward Steele


/s/ John F. Klecha                  President, Chief Operating Officer,                October 9, 2001
----------------------------          Chief Financial Officer, Treasurer,
John F. Klecha                        Secretary and Director

/s/ 31, 2007
Josef A. Bauer
 /s/ Bernard Appel
Director October 9, 2001
----------------------------
Josef A. Bauer

/s/ Howard Moore                    31, 2007 
Bernard Appel 
/s/ Harvey Judkowitz
Director October 9, 2001
----------------------------
Howard Moore

/s/ Robert J. Weinberg              31, 2007 
Harvey Judkowitz 
/s/ Carol Lau
Director October 9, 2001
----------------------------
Robert J. Weinberg

31, 2007
Carol Lau 
/s/ Stewart Merkin
Director October 31, 2007 
Stewart Merkin      
Director October 31, 2007 
Yat Tung Lau
Director October 31, 2007 
Peter Hon


                                      II-4



                                INDEX TO EXHIBITS

Exhibit No.       Description of Exhibit
-----------       ----------------------
5.1               Opinion of English, McCaughan & O'Bryan, P.A.*

23 1              Consent of English, McCaughan & O'Bryan, P.A. (included in
                  Exhibit 5.1)*

23.2              Consent of Weinberg & Company, P.A.*

23.3              Consent of Salberg & Company, P.A.*

------------------
*Filed herewith.





                                      II-5
22