Filed pursuant to Rule 424(b)(3) Registration N0. 333-62860 MEDIABAY, INC. Supplement No. 1 dated May 10, 2002 to Prospectus dated June 25, 2001 This Supplement contains information relating to the table under the caption "Selling Shareholders" in our June 25, 2001 prospectus. In May 2002, Huntingdon Corporation transferred warrants to purchase 25,000 shares of common stock of MediaBay, Inc. to Robert Klein, in connection with the cessation of Mr. Klein's employment relationship with an affiliate of Huntingdon and the forfeiture by Mr. Klein of options to purchase 30,000 shares of MediaBay common stock. The disclosure regarding Huntingdon in the Selling Shareholders table included in the propectus is revised accordingly, and the following disclosure regarding the shares being offered by Mr. Klein's is being added. Beneficial Ownership of Shares Beneficially % of Shares Shareholders for Which Shares of Common Owned Assuming the Beneficially Owned Shares are Being Stock, including Shares Shares Registered Sale of the Shares Assuming the Sale of Registered for Sale Registered for Sale for Sale Registered the Shares Registered --------------------- ----------------------- ----------------- ------------------- --------------------- Robert Klein 25,000 25,000 0 0%