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) ~~June~~ August 2722, 2006

MediaBay, Inc. ~~(Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation)~~

(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)~~

(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 ~~June~~August 2722, 2006, MediaBay, Inc. (the “Company”) received notice from The Nasdaq Stock ~~National~~ Market indicating that, ~~for~~based ~~the~~on ~~prior 30 consecutive trading days,~~ the Company’s ~~common~~Form ~~stock~~10-Q ~~has not maintained a minimum market value of publicly held shares of $5,000,000 as required~~ for ~~continued~~the ~~inclusion~~quarter ~~by Marketplace~~ended ~~Rule~~June ~~4450(a)(2). In accordance with Marketplace Rule 4450(e)(1)~~30, ~~the Company will be provided 90 calendar days, or until September 25,~~ 2006, ~~to regain compliance. To regain compliance~~ the ~~minimum market value of the~~ Company~~’s publicly~~ ~~held~~does ~~shares~~not ~~must~~comply bewith the $510,000,000 orstockholders’ equity ~~greater~~requirement for acontinued ~~minimum~~listing ofon ~~10 consecutive~~the ~~trading~~Nasdaq ~~days~~Global ~~prior~~Market toset ~~September~~forth in ~~25,~~Marketplace ~~2006.~~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: June 30, 2006


	MediaBay, Inc.
	(Registrant)

	By:	/s/ Robert Toro
		Robert Toro
		Chief Financial Officer

Date: August 25, 2006

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