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) ~~December~~ June 3121, ~~2005~~ 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)

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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnMediaBay, ~~December~~Inc. ~~31,~~(“MediaBay”) ~~2005,~~has ~~MediaBay,~~entered ~~Inc.~~into a settlement and mutual release agreement with each of Larry King and Larry King Enterprises (collectively, “~~MediaBay~~King”) ~~granted~~and Celebrity ~~options~~Newsletter LLC relating to the settlement of claims under ~~its~~MediaBay’s endorsement ~~stock~~and promotion agreement with Celebrity Newsletter LLC and Larry ~~option~~King, ~~plans~~pursuant to which it was intended that MediaBay launch a Larry King on-line audio entertainment and ~~stock~~education ~~incentive~~service. ~~plans~~In June 2005, MediaBay announced that the service was tabled due to developments beyond its control. Pursuant to the ~~executive~~settlement ~~officers~~agreement, ~~set~~MediaBay ~~forth~~received a cash payment of ~~below~~$1,000,000 on June 21, 2006 and dismissed all claims against King and asCelebrity ~~follows:~~Newsletter LLC.

Jeffrey Dittus	Chief Executive Officer and Director	200,000 shares
Patricia Campbell	Chief Operating Officer	150,000 shares
Robert Toro	Chief Financial Officer and Senior Vice President	100,000 shares

All of the options granted to the executive officers set forth above (i) vest immediately, (ii) are exercisable at a price of $1.35 per share (the closing sale price of MediaBay’s common stock on the date of grant), (iii) are immediately exercisable as to 40% of the shares covered thereby and will become exercisable as to an additional 20% of the shares covered thereby on each of the first, second and third year anniversaries of the date of grant, and (iv) expire on December 31, 2015.

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.

MediaBay, Inc. (Registrant) By: /s/ Robert Toro Robert Toro Chief Financial Officer and Senior Vice President of Finance

Date: ~~January~~June 621, 2006

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