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Monday, June 29, 2009

Singing Machine Receives Notice of Delisting; Intends to Seek Trading on Over-the-Counter Bulletin Board

Singing Machine Receives Notice of Delisting; Intends to Seek Trading on Over-the-Counter Bulletin Board

COCONUT CREEK, Fla., June 29 /PRNewswire-FirstCall/ -- The Singing Machine Company, Inc. ("Singing Machine" or the "Company") (NYSE Amex: SMD) announces that effective immediately it will seek to have its common stock quoted on the Over-the-Counter bulletin board ("OTC BB"). On June 23, 2009 the Company received a written delisting notice from the NYSE Amex LLC (the "Amex" or "Exchange") informing the Company that it intends to file a delisting application with the Securities and Exchange Commission ("SEC"), pursuant to Section 1009(d) of the Amex Company Guide. The letter cites the Company for non-compliance with one or more continued listing standards of the Exchange including the Company's non-compliance with Section 1003(a)(ii) of Amex Company Guide with stockholders' equity of less than $4,000,000 and losses from continuing operations in three of its four most recent fiscal years. The letter also cites the Company's failure to address its low selling price and to perform a reverse stock split recommended by Amex in accordance with Section 1003(f)(v). Additionally, the Amex Staff stated that the Company had demonstrated a pattern of non-compliance and an inability to sustain compliance over the long term and that the Amex Staff had been unable to substantiate the Company's major initiative to regain compliance. The delisting notice provided that the Company has until Monday, June 29, 2009 to appeal the decision, after which time the Amex Staff's decision will become final.

The Company believes that Amex's insistence to perform a reverse stock split is subjective and does not consider the current turmoil in the economic and stock markets. Management also believes performing a reverse stock split would significantly harm the Company and diminish stockholders' value. Despite this, the Company has elected not to appeal the decision and intends to seek admission to the OTC bulletin board effective immediately for the following reasons:

(a) Due to being listed on the Amex, the Company has incurred substantial
annual listing fees, additional listing application fees, and
professional service fees which can approach six-figures each year;
(b) The OTC BB requires no annual listing fees or additional listing
application fees;
(c) Management believes that performing a reverse stock split as requested
by the Exchange is not in the best interest of the Company or its
stockholders;
(d) Management believes it will have closer, more personal contact with
its market makers and stockholders in connection with the OTC BB.

The Company expects its last day of trading its common stock on the Exchange will be on or about July 6, 2009, however such date is approximate due to various administrative schedules at the Exchange and the SEC. The Company intends to have its common stock quoted on the OTC BB shortly after trading is suspended on the Exchange, although it cannot provide any assurances in this regard. Stockholders may address questions to the Company's general counsel, Gary Atkinson, at (954) 596-1000.

Tony Handal, CEO states, "We do not see the Exchange's decision as bad news or in any way indicative of the health of the Company. As a relatively small company, the market for our securities was fairly thin even on the Exchange. Given this, when weighing the costs and the benefits of remaining listed on the Exchange, I believe the costs far exceed the benefits we received. Management will be free to focus on operations and we will experience substantial cost savings each year. In addition, we will continue to be a fully reporting company with the SEC. I am confident that our stockholders' and investors' interests will continue to be satisfied on the OTC BB."

About The Singing Machine

Incorporated in 1982, The Singing Machine Company develops and distributes a full line of consumer-oriented karaoke machines and music under The Singing Machine(TM), Bratz(TM), SoundX(TM), and Sound X Kids(TM) and other brand names. The first to provide karaoke systems for home entertainment in the United States, The Singing Machine sells its products in North America, Europe and Australia.

Forward-Looking Statements

This press release contains forwardlooking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forwardlooking statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by management and include, but are not limited to statements about our financial statements for the fiscal year ended March 31, 2009. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forwardlooking statements due to numerous factors, including the risks that our vendors in China may not ship our products on the scheduled basis and that we will have sufficient cash flow to finance our working capital needs in the remaining periods of this fiscal year. In addition, you should review our risk factors in our SEC filings which are incorporated herein by reference. Such forwardlooking statements speak only as of the date on which they are made and the company does not undertake any obligation to update any forwardlooking statement to reflect events or circumstances after the date of this release.

www.singingmachine.com


Source: The Singing Machine Company, Inc.

CONTACT: Gary Atkinson, +1-954-596-1000,
garyatkinson@singingmachine.com

Web Site: http://www.singingmachine.com/


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