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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
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                                  FORM 10-KSB/A
                                (Amendment No. 1)

          |X|  Annual  Report  Under  Section  13 or  15(d)  of  the  Securities
               Exchange Act of 1934.

               For the fiscal year ended December 31, 1999

                                       OR

          |_|  Transition  Report  Under  Section 13 or 15(d) of the  Securities
               Exchange Act of 1934.

               For the transition period from __________ to ________________

                        Commission File Number 001-13469

                                 MEDIABAY, INC.
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                 (Name of Small Business Issuer in Its Charter)

             Florida                                        65-0429858
   --------------------------------                     ------------------
   (State or Other Jurisdiction                         (I.R.S. Employer
   of Incorporation or Organization)                    Identification No.)

20 Community Place, Morristown, NJ                            07960
---------------------------------------                    ----------
(Address of principal executive offices)                   (Zip Code)

                                 (973) 539-9528
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


    Securities registered pursuant to Section 12(b) of the Exchange Act: None

       Securities registered pursuant to Section 12(g)of the Exchange Act:

                                  Common Stock
                                 --------------
                                 Title of Class

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

<PAGE>

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. |_|

State  issuer's  revenues for its most recent  fiscal year (ending  December 31,
1999) were $62,805,000.

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates as of March 20, 2000 was approximately  $73,703,021.  As of March
20, 2000, there were 13,421,866 shares of the issuer's Common Stock outstanding.

                      Documents Incorporated by Reference:
                                      None
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<PAGE>

                Item 13. Exhibits, Lists and Reports on Form 8-K.

(a)  Exhibits

     3.1  Restated Articles of Incorporation of the Registrant.+

     3.2  Articles of Amendment to Articles of Incorporation.++++++++

     3.3  Articles of Amendment to Articles of Incorporation.+++++++++

     3.4  Amended and Restated By-Laws of the Registrant.+++++++++

     10.1 Employment    Agreement    between   the    Registrant    and   Norton
          Herrick.+++++++++

     10.2 Employment Agreement between the Registrant and Michael Herrick.+

     10.3 Employment Agreement between the Registrant and Jesse Faber.+++++++++

     10.4 Employment    Agreement    between   the    Registrant   and   Stephen
          McLaughlin.+++++

     10.5 Employment Agreement between the Registrant and Howard Herrick.+

     10.6 Employment Agreement between the Registrant and John Levy.+++++++++

     10.7 Employment Agreement between our subsidiary and Carl Amari.+++++

     10.8 Supplemental  Agreement,  dated as of December 11, 1998,  by and among
          the Registrant, Classic Radio Holding Corp. (now Radio Spirits, Inc.),
          Radio Spirits, Inc. and Carl Amari.+++

     10.9 Put  Agreement,  dated as of  December  11,  1998,  by and between the
          Registrant and Premier Electronic Laboratories, Inc.+++++

    10.10 Registration and Shareholder  Rights  Agreement,  dated as of December
          30, 1998, by and among the  Registrant and The Columbia House Company,
          WCI Record Club Inc. and Sony Music Entertainment Inc.+++++

    10.11 $2,776,250   Principal  Amount  9%  Convertible  Senior   Subordinated
          Promissory  Note of the  Registrant to Norton Herrick due December 31,
          2004.+++++++++

    10.12 $4,800,000   Principal  Amount  9%  Convertible  Senior   Subordinated
          Promissory  Note  of the  Registrant  to ABC  Investment,  L.L.C.  due
          December 31, 2004.+++++++++

    10.13 Modification  Letter,  dated December 31, 1998,  among Norton Herrick,
          the Registrant, and Fleet National Bank.+++++

    10.14 Security  Agreement,  dated as of December 31, 1998,  by and among the
          Registrant,  Classic Radio Holding Corp. and Classic Radio Acquisition
          Corp. and Norton Herrick.+++++

    10.15 Credit Agreement,  dated as of December 31, 1998, among the Registrant
          and Fleet National Bank.+++++


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    10.16 Amendment  and  Supplement  No. 1 to Credit  Agreement  dated June 14,
          1999  by  and  among  the   Registrant,   Fleet   National   Bank,  as
          administrative agent, and ING (U.S.) Capital Corporation.+++++++

    10.17 Security   Agreement,   dated  as  of  December  31,  1998,  from  the
          Registrant,  ABC Internet Services, Inc., Classic Radio Holding Corp.,
          Classic  Radio  Acquisition   Corp.,  ABC  Investment  Corp.,  and  CH
          Acquisitions   Corp.   as   grantors   to  Fleet   National   Bank  as
          administrative agent.+++++

    10.18 1997 Stock Option Plan+

    10.19 1999 Stock Incentive Plan++++++

     21.1 Subsidiaries of the Company+++++++++

     23.1 Consent of Deloitte & Touche LLP*

----------

+         Incorporated by reference to the applicable  exhibit  contained in our
          Registration  Statement  on Form SB-2 (file no.  333-30665)  effective
          October 22, 1997.

++        Incorporated by reference to the applicable  exhibit  contained in our
          Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
          1997.

+++       Incorporated by reference to the applicable  exhibit  contained in our
          Current  Report on Form 8-K for  reportable  event dated  December 14,
          1998.

++++      Incorporated by reference to the applicable  exhibit  contained in our
          Current Report on Form 8-K dated January 13, 1999.

+++++     Incorporated by reference to the applicable  exhibit  contained in our
          Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
          1998.

++++++    Incorporated by reference to the applicable  exhibit  contained in our
          Proxy Statement dated February 23, 1999.

+++++++   Incorporated by reference to the applicable  exhibit  contained in our
          Current Reort on Form 8-K dated June 29, 1999.

++++++++  Incorporated by reference to the applicable  exhibit  contained in our
          Quarterly  Report on Form 10-QSB for the  quarterly  period ended June
          30, 1999.

+++++++++ Incorporated by reference to the applicable  exhibit  contained in our
          Registration  Statement  on Form SB-2 (file no.  333-95793)  effective
          March 14, 2000.

*    Filed herewith

(b)  Financial Statement Schedules

     Schedule II - Valuation and Qualifying Accounts and Reserves

(c)  Reports on Form 8-K filed during the quarter ended December 31, 1999.

                                      None


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                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities  Exchange Act, the
registrant  caused this  amendment  to this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                          MEDIABAY, INC.


                                          By: /s/  John F. Levy
                                          --------------------------------------
                                          John F. Levy, Executive  President and
Dated : June 23, 2000                                    Chief Financial Officer