UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported)
May
16,
2006
MediaBay,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Florida
(State
or
Other Jurisdiction of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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2
Ridgedale Avenue, Cedar Knolls, New Jersey 07927
(Address
of Principal Executive Offices) (Zip
Code)
(973)
539-9528
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
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o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
May
16, 2006, MediaBay, Inc. (the “Company”) received a Nasdaq Staff Determination
Letter indicating that the Company’s common stock has closed below the minimum
$1.00 per share requirement for continued inclusion in accordance with
Marketplace Rule 4450(a)(5). Therefore, in accordance with Marketplace Rule
4450(e)(2), the Company will be provided 180 calendar days or until November
13,
2006 to regain compliance. To regain compliance with the bid price requirement,
the bid price of the Company’s common stock must close at or above $1.00 per
share for a minimum of ten consecutive trading days prior to November 13, 2006.
If the Company is not in compliance at November 13, 2006, Nasdaq will provide
written notification to the Company that the Company’s securities will be
delisted. At that time, the Company may appeal the Nasdaq’s determination to
delist the securities to a Nasdaq Listing Qualifications Panel.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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MediaBay, Inc. |
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(Registrant)
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By: |
/s/
Robert Toro |
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Robert Toro |
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Chief
Financial Officer
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Date:
May
19, 2006