Item 3.02 Unregistered Sales of Equity Securities.

On April 23, 2009, the board of directors of The Singing Machine Company, Inc. (the "Company") approved the issuance and sale to two investors in a private placement offering under the Securities Act of 1933, as amended (the "Securities Act"), of 4,717,200 shares of common stock of the Company, par value $0.01 per share (the "Shares") at a purchase price of $0.10 per Share. The Shares were sold in consideration for the settlement of certain trade payables of the Company aggregating $471,722 pursuant to two securities purchase agreements, each dated March 25, 2009, by and between the Company and each respective investor. No underwriting discounts or commissions will be paid in connection with the transactions.

The issuance of the Shares are exempt from the registration requirements of the Securities Act under Section 4(2) of the Securities Act. The offering is not being registered under the Securities Act and the Shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Each investor is believed to be a sophisticated investor. Additionally, each investor provided representations and warranties in its respective purchase agreement that it is acquiring the shares for investment purposes only and not with a view to any distribution and that it has had access to information about the Company and the opportunity to ask question of, and receive satisfactory answers from the Company and its representatives or agents concerning the terms of the investment.