MediaBay,
Inc.
2
Ridgedale Avenue - Suite 300
Cedar
Knolls NJ 07927
VIA
ELECTRONIC SUBMISSION
Division
of Corporation Finance
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
DC 20549
| |
Re: |
MediaBay,
Inc. (the “Company”) |
| |
|
Registration
Statement on Form S-1
Initially
Filed November 4, 2005
File
No. 333-129488
|
Ladies
and Gentleman
Please
be
advised that MediaBay, Inc. (the “Registrant”) hereby requests pursuant to Rule
477 under the Securities Act of 1933, as amended, that the Commission withdraw
the Registrants Registration Statement on Form S-1 filed with the Commission
on
November 4, 2005 (File No. 333-129488) (the “Registration Statement”) following
the Company’s recent filing of a Form 15 to terminate the registration of its
common stock and suspend its reporting obligations under the Securities Exchange
Act of 1934. No securities were offered or sold pursuant to this Registration
Statement. Please apply the Company’s filing fee to its account with the SEC. If
you have any questions concerning this matter, Please contact Brad L. Shiffman
at (212) 855-5442.
Thank
you
for your assistance in this matter
| |
|
|
| |
MEDIABAY,
INC. |
|
|
|
| |
By: |
/s/ Robert
Toro |
| |
Robert
Toro |
| |
Chief
Financial Officer and Senior Vice
President |