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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  58446J108

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Radcliffe SPC, Ltd. for and on behalf of the Class A Convertible Crossover Segregated Portfolio

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
5,939,749

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
5,939,749

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,939,749

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
N/A

11.

Percent of Class Represented by Amount in Row (9)
9.5%

12.

Type of Reporting Person (See Instructions)
OO

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
RG Capital Management, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
5,939,749

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
5,939,749

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,939,749

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
N/A

11.

Percent of Class Represented by Amount in Row (9)
9.5%

12.

Type of Reporting Person (See Instructions)
PN

Item 1.

(a)

Name of Issuer
MediaBay, Inc.

(b)

Address of Issuer’s Principal Executive Offices
2 Ridgedale Avenue, Suite 300
Cedar Knolls, New Jersey 07927

Item 2.

(a)

Name of Person Filing
See Item 2(c) below.

(b)

Address of Principal Business Office or, if none, Residence
See Item 2(c) below.

(c)

Citizenship
(1)           Radcliffe SPC, Ltd. for and on behalf of the Class A Convertible Crossover Segregated Portfolio

                c/o SEI Investments Global Fund Services, Ltd.

                Styne House, Upper Hatch Street

                Dublin 2 Ireland

                Cayman Islands segregated portfolio company

(2)           RG Capital Management, L.P. (1)

                3 Bala Plaza East, Suite 501

                251 St. Asaphs Road

                Bala Cynwyd, PA 19004

                Delaware limited partnership

(d)

Title of Class of Securities
Common Stock, no par value (the “Common Stock”)

(e)

CUSIP Number
58446J108

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

See Item 4(b) below.

(b)

Percent of class:   

Pursuant to a Securities Purchase Agreement dated as of March 21, 2005, Radcliffe SPC, Ltd. for and on behalf of the Class A Convertible Crossover Segregated Portfolio (“Radcliffe”) purchased (i) 4,000 shares of the Issuer’s Series D Convertible Preferred Stock (the “Preferred Stock”), (ii) warrants to acquire 3,636,364 shares of Common Stock (the “Initial Common Warrants”), and (iii) warrants (the “Preferred Warrants”) to acquire (x) an additional 1,000 shares of the Preferred Stock and (y) warrants to acquire an additional 909,091 shares of Common Stock (the “Additional Common Warrants”).  Neither the Preferred Stock, the Initial Common Warrants nor, following their issuance, the Additional Common Warrants may be converted or exercised by Radcliffe to the extent that such conversion or exercise would result in Radcliffe having beneficial ownership of more than 4.99% of the number of shares of Common Stock issued and outstanding following such conversion or exercise; provided, that the terms of the Preferred Stock allow the Issuer, subject to certain conditions, to require Radcliffe and the other holders of the Preferred Stock to convert their Preferred Stock such that each holder of Preferred Stock beneficially owns up to 9.5% of the number of shares of Common Stock issued and outstanding after giving effect to all such mandatory conversions.  On August 10, 2005, the Issuer exercised its right to require such mandatory conversions of the Preferred Stock.  As a result of these mandatory conversions, Radcliffe beneficially owns 5,939,749 shares of Common Stock, or 9.5% of the Issuer’s Common Stock based on 62,535,702 shares outstanding as of August 10, 2005 following all such mandatory conversions.  Radcliffe continues to hold 701 shares of Preferred Stock, as well as the Initial Common Warrants (which become exercisable on September 21, 2005 and expire on September 21, 2010) and the Preferred Warrants (which are currently exercisable and expire on November 9, 2005).  RG Capital Management, L.P. disclaims beneficial ownership of the securities owned by Radcliffe.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

0

(ii)

Shared power to vote or to direct the vote:

See Item 4(b) above.

(iii)

Sole power to dispose or to direct the disposition of:

0

(iv)

Shared power to dispose or to direct the disposition of:

See Item 4(b) above.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Radcliffe SPC, Ltd. for and on behalf of the Class A

Convertible Crossover Segregated Portfolio

By: RG Capital Management, L.P.

By: RGC Management Company, LLC

By:

 /s/ Gerald F. Stahlecker

 Gerald F. Stahlecker

 Managing Director

Dated:   August 16, 2005

RG Capital Management, L.P.

By: RGC Management Company, LLC

By:

 /s/ Gerald F. Stahlecker

 Gerald F. Stahlecker

 Managing Director

Dated:  August 16, 2005

Radcliffe SPC, Ltd. for and on behalf of the Class A

Convertible Crossover Segregated Portfolio

By: RG Capital Management, L.P.

By: RGC Management Company, LLC

By:

 /s/ Gerald F. Stahlecker

 Gerald F. Stahlecker

 Managing Director

RG Capital Management, L.P.

By: RGC Management Company, LLC

By:

 /s/ Gerald F. Stahlecker

 Gerald F. Stahlecker

 Managing Director