Exhibit 14.1

                            THE SINGING MACHINE, INC.

                                 CODE OF ETHICS

I.       GENERAL STATEMENT OF BUSINESS PHILOSOPHY

         The commitment to excellence is fundamental to the philosophy of the
Company. This commitment to excellence means that employees share a common set
of objectives and benefit from the achievement of those objectives.

         One essential objective is our conviction to uphold ethical standards
in all our corporate activities. These standards apply to all the Company's
activities. The purpose of this Code of Ethics is to provide basic guidelines
for situations in which ethical issues arise.

         We strive to do business with customers and suppliers of sound business
character and reputation. We do not knowingly support any public or private
organization which espouses discriminatory policies or practices. We expect all
our employees to perform their work with honesty, truthfulness and integrity.

         It is the policy of the Company to comply with all applicable laws,
including, without limitation, employment, discrimination, health, safety,
antitrust, securities and environmental laws. No director, officer, executive or
manager of the Company has authority to violate any law or to direct another
employee or any other person to violate any law on behalf of the Company.

         Each employee and non-employee director of the Company is, and will be
held, responsible for the observance of this Code of Ethics. If any employee has
questions about any section of this Code of Ethics, he or she should direct all
questions to his or her immediate supervisor or the President or Chairman of the
Company. If an employee becomes aware that another employee has violated this
Code of Ethics, he or she is obligated to report it in accordance with
procedures set forth below. No one has the authority to retaliate against an
employee who reports a possible violation. Failure to comply with any of the
provisions of this Code of Ethics subjects the employee to disciplinary measures
up to and including termination.

II.      POLICIES AND PRACTICES

         A.       CONFLICTS OF INTEREST

                  A conflict of interest may arise in any situation in which an
employee's loyalties are divided between business interests that, to some
degree, are incompatible with the interests of the Company. All such conflicts
should be avoided. The Company demands absolute integrity from all its employees
and will not tolerate any conduct that falls short of that standard. The Company
expects that no employee will knowingly place himself or herself in a position
that would have the appearance of being, or could be construed to be, in
conflict with the interests of the Company. Some of the more sensitive areas of
conflicts of interest and the Company's related guidelines are as follows:

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         1.       ACCEPTING GIFTS AND ENTERTAINMENT

                  The Company's aim is to deter givers of gifts from seeking or
receiving special favors from Company employees. (For guidelines concerning the
giving of gifts to, or entertainment of, customers and others by Company
employees, employees are referred to paragraph F., below) Accepting any gift of
more than nominal value or entertainment that is more than a routine social
amenity can appear to be an attempt to influence the recipient into favoring a
particular customer, vendor, consultant or the like. To avoid the reality and
the appearance of improper relations with current or prospective customers,
vendors and consultants, employees should observe the following guidelines when
deciding whether or not to accept gifts or entertainment:

                  a.       Gifts

                           Gifts such as merchandise or products, as well as
personal services or favors may not be accepted unless they have a value of less
than $50. This dollar limit is intended to serve as a guideline, and employees
are urged to consult with the President or Chairman before accepting any gifts
of more than nominal value. Gifts of any amount may never be solicited. A gift
of cash or securities may never be accepted.

                           In some international business transactions, it is
customary and lawful for business leaders in a host country to give gifts to
Company employees. These gifts may be of more than nominal value and under the
circumstances returning the gifts or paying for them may be an affront to the
giver. In such a situation, the gift must be reported to the employee's
supervisor. In all other instances where gifts cannot be returned and offering
to pay for them would adversely affect continuing business relationships,
supervisors must be notified. In some cases, the gift may be retained by the
Company, at its sole discretion, and not the individual.

                  b.       Entertainment

                           Normal business entertainment such as lunch, dinner,
theater, a sporting event, and the like, is appropriate if of a reasonable
nature and in the course of a meeting or another occasion, the purpose of which
is to hold bona fide business discussions or to foster better business
relations. All such entertainment should be reported (in advance, if practical)
by the employee to his or her supervisor. No employee may accept tickets or
invitations to entertainment when the prospective host will not be present at
the event with the employee.

         2.       OUTSIDE ACTIVITIES

                  It is the policy of the Company that no employee is to have a
"free-lance" or "moonlighting" activity that will materially encroach on the
time or attention which should be devoted to the employee's duties; adversely
affect the quality of work performed; compete with the Company's activities;
imply sponsorship or support by the Company of the outside employment or
organization; or adversely affect the good name of the Company. All free-lance
or moonlighting activities require the prior written approval of the employee's
supervisor. Employees who free-lance or moonlight may not use Company time,
facilities, resources, or supplies for such work.

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         3.       INTERESTS IN OTHER BUSINESSES

                  Unless approved in advance by an employee's supervisor,
neither an employee nor his or her spouse, domestic partner, or any other member
of the employee's immediate family may directly or indirectly have a financial
interest (whether as an investor, lender, employee or other service provider) in
a competitor, or in a customer or supplier if that employee or his or her
subordinates deal directly or indirectly with that customer or supplier in the
course of his or her job with the Company.

         4.       USE OF COMPANY PROPERTY AND INFORMATION

                  All employees are responsible for the proper use of the
Company's physical resources and property, as well as its proprietary and other
confidential information. Unless otherwise prohibited by an employee's
supervisor, reasonable incidental use of a Company telephone, computer or other
equipment is permitted.

                  a.       Company Property and Facilities

                           Company property, facilities or physical resources
may not be used for solicitation or distribution activities which are not
related to an employee's services to the Company, except for charitable
activities that have been approved in writing in advance by the Company.
Employees may not solicit any other employee during working time, nor may
employees distribute literature in work areas at any time. Under no
circumstances may an employee disturb the work of others to solicit or
distribute literature to them during their working time. Persons not employed by
the Company may not solicit Company employees for any purposes on Company
premises.

                           Any employee found to be engaging in, or attempting,
theft of any property of the Company, including documents, equipment,
intellectual property, personal property of other employees, cash or any other
items of value will be liable to immediate summary dismissal and possible
criminal proceedings against them. All employees have a responsibility to report
any theft or attempted theft to the Company's management.

                  b.       Company Proprietary and Other Confidential
Information

                           The Company operates in several different and
extremely competitive markets. Every employee should be aware that in any
competitive environment, proprietary information and trade secrets must be
safeguarded in the same way that all other important Company assets are
protected. Information concerning pricing, products and services that are being
developed, and other such trade secrets, including information pertaining to any
prospective Company acquisition or divestiture, must be held in the strictest
confidence, and reasonable prudence and care should be exercised in dealing with
such information in order to avoid inadvertent inappropriate disclosure. This
information must not be used in any way other than as required in performing
employment duties. All files, records and reports acquired or created in the
course of employment are the property of the Company. Originals or copies of
such documents may be removed from the Company's offices for the sole purpose of
performing the employee's duties to the Company and must be returned at any time
upon request.

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                  c.       Trademarks, Service Marks and Copyrights

                           Trademarks and service marks - words, slogans,
symbols, logos or other devices used to identify a particular source of goods or
services - are important business tools and valuable assets which require care
in their use and treatment. No employee may negotiate or enter into any
agreement respecting the Company's trademarks, service marks or logos without
first consulting the President. The Company also respects the trademark rights
of others and any proposed name of a new product, financial instrument or
service intended to be sold or rendered to customers must be submitted to the
President for clearance prior to its adoption and use. Similarly, using the
trademark or service mark of another company, even one with whom our Company has
a business relationship, always requires clearance or approval by the President,
to ensure that the use of that other Company's mark is proper.

                           Employees must avoid the unauthorized use of
copyrighted materials of others and should confer with the President if they
have any questions regarding the permissibility of photocopying, excerpting,
electronically copying or otherwise using copyrighted materials. In addition,
simply because material is available for copying, such as matter downloaded from
the Internet, does not mean that it is automatically permissible to copy or
recirculate (by, for example, email or posting to an intranet facility). All
copies of work that is authorized to be made available for ultimate distribution
to the public, including all machine readable works such as computer software,
must bear the prescribed form of copyright notice.

                           The Company is legally entitled to all rights in
ideas, inventions and works of authorship relating to its business that are made
by employees during the scope of their employment with the Company or using the
resources of the Company ("Employee Developments"). As a condition of
employment, employees are required to promptly disclose all Employee Ideas to
their supervisor, and to execute the necessary documentation to transfer all
Employee Developments to the Company to evidence their ownership, or to obtain
legal protection for them.

         5.       COMPANY POLITICAL INVOLVEMENT

                  Employees are free to exercise the right to make political
contributions within legal limits, unless such a contribution is otherwise
prohibited by other policies of the Company. The Company will not reimburse any
employee for political contributions, and employees should not attempt to
receive or facilitate such reimbursements. Generally, no contribution may be
made with the expectation of favorable government treatment in return. In any
event, all contributions, by whomever made, are subject to a series of complex
and sometimes inconsistent sets of rules governing, among other things, the
amount of, and manner in which, contributions may be made. Any questions about
compliance should be directed to the President. In addition, any political
activity or contribution by an employee which might appear to constitute an
endorsement or contribution by the Company must be approved in advance by the
President.

     B.  SECURITIES LAWS

         Employees may not trade in (or even recommend) Company stock based on
inside information. "Insider trading" is the purchase or sale of a publicly
traded security while in possession of important non-public information about


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the issuer of the security. Such information includes, for example, non-public
information on Company earnings, significant gains or losses of business, or the
hiring, firing or resignation of a Director or Officer of the Company. Insider
trading, as well as "tipping," which is communicating such information to anyone
who might use it to purchase or sell securities, are prohibited by the
securities laws. When in doubt, information obtained as an employee of the
Company should be presumed to be important and not public.

         Officers and directors of the Company are also prohibited from trading
in Company stock during any period in which participants in the Company's
retirement plans could not engage in a similar type of transaction.

         Employees who have questions pertaining to the sale or purchase of a
security under circumstances that might involve confidential information or
securities laws should consult with the President. The President may refer
individuals to their personal attorneys.

     C.  ANTITRUST LAWS

         The federal government, most state governments, the European Economic
Community and many foreign governments have enacted antitrust or "competition"
laws. These laws prohibit "restraints of trade," which is certain conduct
involving competitors, customers or suppliers in the marketplace. Their purpose
is to ensure that markets for goods and services operate competitively and
efficiently, so that customers enjoy the benefit of open competition among their
suppliers and sellers similarly benefit from competition among their purchasers.
In the United States and some other jurisdictions, violations of the antitrust
laws can lead to substantial civil liability - triple the actual economic
damages to a plaintiff. Moreover, violations of the antitrust laws are often
treated as criminal acts that can result in felony convictions of both
corporations and individuals.

         Strict compliance with antitrust and competition laws around the world
is essential. These laws are very complex. Some types of conduct are always
illegal under the antitrust laws of the Untied States and many other countries.
Employees and other representatives of the Company must be alert to avoid even
the appearance of such conduct. These are:

         1.       AGREEMENTS WITH COMPETITORS:

                  - to set prices or any other economic terms of the sale,
purchase or license of goods or services, to use a common method of setting
prices, or to set any conditions of sale or purchase;

                  - on any terms of a bid or whether or not to bid;

                  - to allocate or limit customers, geographic territories,
products or services, or not to solicit business from each other in one or more
ways;

                  - not to do business with (to "boycott") one or more
customers, suppliers, licensors or licensees; and

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                  - to limit production volume or research and development, to
refrain from certain types of selling or marketing of goods or services, or to
limit or standardize the features of products or services.

         2.       AGREEMENTS WITH CUSTOMERS OR LICENSEES ON THE MINIMUM RESALE
PRICE OR PRICE LEVELS (E.G., DISCOUNTS) OF THE COMPANY'S GOODS OR SERVICES.

                  Other activities are not absolutely illegal, but will be legal
in some market situations and illegal in others. Some of these types of conduct
involve agreements with third parties such as competitors, customers, suppliers,
licensees or licensors. Others involve unilateral actions that may result in
claims that the Company has monopolized or attempted to monopolize a market.
These types of conduct are described below:

                  - "Predatory" pricing, or pricing below some level of cost,
with the effect of driving at least some competition from the market;

                  - Exclusive dealing arrangements that require customers or
licensees not to deal in the goods or services of the Company's competitor;

                  - Reciprocal purchase agreements that condition the purchase
of a product on the seller's agreement to buy products from the other party;

                  - "Tying" arrangements, in which a seller conditions its
agreement to sell a product or service that the buyer wants on the buyer's
agreement to purchase a second product that the buyer would prefer not to buy or
to buy elsewhere on better terms;

                  - "Bundling" or market share discounts in which the final
price depends on the customer's purchase of multiple products or on allocating a
specified percentage of its total purchases to the Company's products;

                  - "Price discrimination," or selling to different purchasers
of the Company's products at different prices or on other different economic
terms of the purchase, or offering different promotional allowances or services
in connection with the customer's resale of the products, without complying with
the specific exceptions permitted under the law; and

                  - Agreements with customers or licensees on the maximum resale
price or price levels of the Company's goods or services.

                  - This Code of Ethics is not intended as a comprehensive
review of the antitrust laws, and is not a substitute for expert advice. If any
employee has questions concerning a specific situation, he or she should contact
the President before taking action.

     D.  INTERNATIONAL OPERATIONS

         Laws and customs vary throughout the world, but all employees must
uphold the integrity of the Company in other nations as diligently as they would
do so in the United States. When conducting business in other countries, it is
imperative that employees be sensitive to foreign legal requirements and United
States laws that apply to foreign operations, including the Foreign Corrupt
Practices Act. The Foreign Corrupt Practices Act generally makes it unlawful to


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give anything of value to foreign government officials, foreign political
parties, party officials, or candidates for public office for the purposes of
obtaining, or retaining, business for the Company. Employees should contact the
President if they have any questions concerning a specific situation.

     E.  RELATIONSHIPS WITH PUBLIC OFFICIALS

         Some employees do business with federal, state or local government
agencies. All employees engaged in business with a governmental body or agency
must know and abide by the specific rules and regulations covering relations
with public agencies. Such employees must also conduct themselves in a manner
that avoids any dealings which might be perceived as attempts to influence
public officials in the performance of their official duties.

     F.  BRIBERY, KICKBACK AND FRAUD

         No funds or assets of the Company shall be paid, loaned or otherwise
disbursed as bribes, "kickbacks," or other payments designed to influence or
compromise the conduct of the recipient; and no employee of the Company shall
accept any funds or other assets (including those provided as preferential
treatment to the employee for fulfilling their responsibilities), for assisting
in obtaining business or for securing special concessions from the Company.

         Company employees should conduct their business affairs in such a
manner that the Company's reputation will not be impugned if the details of
their dealings should become a matter of public discussion.

         Employees must not engage in any activity, which degrades the
reputation or integrity of the Company.

         1. To illustrate the strict ethical standard the Company expects every
employee to maintain, the following conduct is expressly prohibited:

         2. Payment or receipt of money, gifts, loans or other favors which may
tend to influence business decisions or compromise independent judgment;

         3. Payment or receipt of rebates or "kickbacks" for obtaining business
for or from the Company;

         4. Payment of bribes to government officials to obtain favorable
rulings; and

         Any other activity that would similarly degrade the reputation or
integrity of the Company.

         Any employee found to be receiving, accepting or condoning a bribe,
kickback, or other unlawful payment, or attempting to initiate such activities,
will be liable to termination and possible criminal proceedings against them.
Any employee found to be attempting fraud or engaging in fraud will be liable to
termination and possible criminal proceedings against them. All employees have a
responsibility to report any actual or attempted bribery, kickback or fraud to
the Company.

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     G.  SANCTIONS AND TRADE EMBARGOES

         The United States government uses economic sanctions and trade
embargoes to further various foreign policy and national security objectives.
Employees must abide by all economic sanctions or trade embargoes that the
United States has adopted, whether they apply to foreign countries, political
organizations or particular foreign individuals and entities. Inquires regarding
whether a transaction on behalf of the Company complies with applicable sanction
and trade embargo programs should be referred to the President.

     H   BOOKS AND RECORDS

         All employees with supervisory duties should establish and implement
appropriate internal accounting controls over all areas of their responsibility
to ensure the safeguarding of the assets of the Company and the accuracy of its
financial records and reports. The Company has adopted controls in accordance
with internal needs and the requirements of applicable laws and regulations.
These established accounting practices and procedures must be followed to assure
the complete and accurate recording of all transactions. All staff, within their
areas of responsibility, are expected to adhere to these procedures, as directed
by appropriate Company officers.

         Any accounting adjustments that materially depart from GAAP must be
approved by the audit committee and reported to the Company's independent
auditors. In addition, all material off-balance-sheet transactions, arrangements
and obligations, contingent or otherwise, and other relationships of the Company
with unconsolidated entities or other persons that may have material current or
future effects on the financial condition, changes in financial condition,
results of operations, liquidity, capital expenditures, capital resources or
significant components of revenues or expenses must be disclosed to the audit
committee and the Company's independent auditors.

         No employee or non-employee director may interfere with or seek to
improperly influence, directly or indirectly, the auditing of the Company's
financial records. Violation of these provisions shall result in disciplinary
action, up to and including termination, and may also subject the violator to
substantial civil and criminal liability.

         If an employee becomes aware of any improper transaction or accounting
practice concerning the resources of the Company, he or she should report the
matter immediately to his or her supervisor or to a member of the audit
committee. Employees may also file a confidential, anonymous complaint with the
Audit Committee of the Board of Directors if they have information regarding
questionable accounting or auditing matters. There will be no retaliation
against employees who disclose questionable accounting or auditing matters.

     I.  EMPLOYMENT POLICIES

         The Company is committed to fostering a work environment in which all
individuals are treated with respect and dignity. Each individual should be
permitted to work in a business-like atmosphere that promotes equal employment
opportunities and prohibits discriminatory practices, including harassment.
Therefore, the Company expects that all relationships among persons in the
workplace will be business-like and free of unlawful bias, prejudice and
harassment. It is the Company's policy to ensure equal employment opportunity


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without discrimination or harassment on the basis of race, color, national
origin, religion, sex, age, disability, or any other status protected by law.

         It is the Company's policy to comply with all applicable wage and hour
laws and other statutes regulating the employer-employee relationship and the
workplace environment. To the extent the Company deals with labor unions, it is
illegal under federal and state law for the Company or any of its employees or
agents to pay to or receive anything of value from any labor organization.

         No Company employee may interfere with or retaliate against another
employee who seeks to invoke his or her rights under the laws governing labor
and employee relations. If any employee has any questions about the laws or
Company policies governing labor and employee relations matters, he or she
should consult the Human Resources Department.

         The Company is committed to providing a safe workplace for all
employees. In addition, several laws and regulations impose responsibility on
the Company to safeguard against safety and health hazards. For that reason, and
to protect the safety of themselves and others, employees and other persons who
are present at Company facilities are required to follow carefully all safety
instructions and procedures that the Company adopts. Questions about possible
health and safety hazards at any Company facility should be directed immediately
to the employee's supervisor.

     J.  COMPUTER, E-MAIL AND INTERNET POLICIES

         Every employee is responsible for using the Company's computer system,
including, without limitation, its electronic mail (E-mail) system and the
Internet (collectively, the "Computer System"), properly and in accordance with
Company policies. Any questions about these policies should be addressed to the
employee's immediate supervisor or the Compliance Officer. Employees should be
aware of, among other matters, the following:

         1.       THE COMPUTER SYSTEM IS COMPANY PROPERTY

                  The computers that employees are provided or have access to
for work and the E- mail system are the property of the Company and have been
provided for use in conducting Company business. All communications and
information transmitted by, received from, created or stored in its Computer
System (whether through word processing programs, E-Mail, the Internet or
otherwise) are Company records and property of the Company.

         2.       NO EXPECTATION OF PRIVACY

                  The Company has the right, but not the duty, for any reason
and without the permission of any employee, to monitor any and all of the
aspects of its Computer System, including, without limitation, reviewing
documents created and stored on its Computer System, deleting any matter stored
in its system, monitoring sites visited by employees on the Internet, monitoring
chat and news groups, reviewing material downloaded or uploaded by users from
the Internet, and reviewing E-Mail sent and received by users. Employees should
not have an expectation of privacy in anything they create, store, send or
receive on the Computer System.

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         3.       PROFESSIONAL USE OF COMPUTER SYSTEM REQUIRED; OTHER POLICIES
APPLY

                  Employees are reminded to be courteous to other users of the
system and always to conduct themselves in a professional manner. The Company's
policies against discrimination and harassment (sexual or otherwise) apply fully
to the Company's Computer System, and any violation of those policies is grounds
for discipline up to and including discharge.

         4.       OFFENSIVE AND INAPPROPRIATE MATERIAL; ILLEGAL ACTIVITIES

                  Company policies prohibit using the Company's Computer System
to send or receive messages or files that are illegal, sexually explicit,
abusive, offensive or profane.

         5.       SOLICITATIONS

                  The Company's Computer System may not be used to solicit for
religious or political causes, commercial enterprises, outside organizations, or
other activities not related to an employee's services to the Company.

         6.       COPYRIGHTS AND TRADEMARKS

                  The Company's Computer System may not be used to send (upload)
or receive (download) copyrighted materials, trade secrets, proprietary
financial information, or similar materials.

     K.  DOCUMENT RETENTION

         The space available for the storage of Company documents, both on paper
and electronic, is limited and expensive. Therefore, periodic discarding of
documents is necessary. On the other hand, there are legal requirements that
certain records be retained for specific periods of time. Before disposing of
documents, employees should consult the President. Employees who are unsure
about the need to keep particular documents should consult with their
supervisor, so that a judgment can be made as to the likelihood that the
documents will be needed.

         Whenever it becomes apparent that documents of any type will be
required in connection with a lawsuit or government investigation, all possibly
relevant documents should be preserved, and ordinary disposal or alteration of
documents pertaining to the subjects of the litigation or investigation should
be immediately suspended. If an employee is uncertain whether documents under
his or her control should be preserved because they might relate to a lawsuit or
investigation, he or she should contact the President.

     L.  FORMER GOVERNMENT EMPLOYEES

         Many laws restrict the hiring as an employee or retaining as a
consultant of a government employee other than secretarial, clerical, or other
low salary grade employees. These restrictions also cover informal arrangements
for prospective employment under certain circumstances. Therefore, written
clearance must be obtained from the President before discussing proposed
employment with any current government employee and before hiring or retaining
any former government employee who left the government within the past two
years.

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III.     COMPLIANCE WITH THE CODE OF ETHICS

         All employees have a responsibility to understand and follow the Code
of Ethics. In addition, all employees are expected to perform their work with
honesty and integrity in any areas not specifically addressed by the Code of
Ethics. A violation of this Code of Ethics may result in appropriate
disciplinary action including the possible termination from employment with the
Company, without additional warning.

         The Company strongly encourages dialogue among employees and their
supervisors to make everyone aware of situations that give rise to ethical
questions and to articulate acceptable ways of handling those situations. In
addition, each officer and supervisory employee of the Company has an obligation
to annually certify that he or she has read and reviewed this Code of Ethics
with his or her subordinates, and every employee must certify that he or she has
read this Code of Ethics and to the best of his or her knowledge is in
compliance with all its provisions.

         The Code of Ethics reflects general principles to guide employees in
making ethical decisions and cannot and is not intended to address every
specific situation. As such, nothing in this Code of Ethics prohibits or
restricts the Company from taking any disciplinary action on any matters
pertaining to employee conduct, whether or not they are expressly discussed in
this document. The Code of Ethics is not intended to create any expressed or
implied contract with any employee or third party. In particular, nothing in
this document creates any employment contract between the Company and any of its
employees.

         The Board of Directors of the Company has the exclusive responsibility
for the final interpretation of the Code of Ethics. The Code of Ethics may be
revised, changed or amended at any time by the Board of Directors of the
Company.

IV.      REPORTING SUSPECTED NON-COMPLIANCE

         A.       GENERAL POLICY:

                  To assist in the administration of the Code of Ethics, the
Company has established the position of a Compliance Officer. As part of its
commitment to ethical and legal conduct, the Company expects its employees to
bring to the attention of the Compliance Officer, or any of the people he or she
designates, information about suspected violations of this Code of Ethics or of
law by any Company employee or agent. Employees who have information about
suspected improper accounting or auditing matters should bring it to the
attention of their supervisors and/or a member of the audit committee, or submit
an anonymous complaint. Employees are required to come forward with any such
information, without regard to the identity or position of the suspected
offender. The Company will treat the information in a confidential manner
(consistent with appropriate evaluation and investigation) and will seek to
ensure that no acts of retribution or retaliation will be taken against anyone
for making a report.

                  Because failure to report criminal activity can itself be
understood to condone the crime, we emphasize the importance of reporting.
Failure to report knowledge of wrongdoing may result in disciplinary action
against those who fail to report.

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         B.       COMPLAINT PROCEDURE

                  Notification of Complaint - Information about known or
suspected violations by any employee or agent should be reported promptly.
Whenever practical an employee should do so in writing.

                  Investigation - Reports of violations will be investigated
under the Compliance Officer's supervision, as he or she finds appropriate.
Employees are expected to cooperate in the investigation of reported violations.

                  Confidentiality - The Compliance Officer will not, to the
extent practical and appropriate under the circumstances to protect the privacy
of the persons involved, disclose the identity of anyone who reports a suspected
violation or who participates in the investigation. Employees should be aware
that the Compliance Officer, and those assisting him or her are obligated to act
in the best interests of the Company, and do not act as personal representatives
or lawyers for employees.

                  Protection Against Retaliation - Retaliation in any form
against an individual who reports a violation of this Code of Ethics or of law,
even if the report is mistaken, or who assists in the investigation of a
reported violation, is itself a serious violation of this policy. Acts of
retaliation should be reported immediately and will be disciplined
appropriately.

Please indicate that you have received, read and will abide by this statement of
policy by signing your name and dating the attached acknowledgment and returning
it promptly to your supervisor.

ACKNOWLEDGMENT

I certify that I have received and read and that I will abide by the The Singing
Machine, Inc. Company Code of Ethics distributed to me on July __, 2004.


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(Signature)


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(Print your name)

Date:
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