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) August
22, 2006
MediaBay,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Florida
(State
or
Other Jurisdiction of
Incorporation)
|
1-13469
|
65-0429858
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
| |
|
|
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
August
22, 2006, MediaBay, Inc. (the “Company”) received notice from The Nasdaq Stock
Market indicating that, based on the Company’s Form 10-Q for the quarter ended
June 30, 2006, the Company does not comply with the $10,000,000 stockholders’
equity requirement for continued listing on the Nasdaq Global Market set forth
in Marketplace Rule 4450(a)(3).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
|
| |
MediaBay,
Inc. |
| |
(Registrant) |
|
|
|
| |
By: |
/s/
Robert
Toro |
| |
Robert
Toro |
| |
Chief
Financial Officer |
Date:
August 25, 2006