** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

** **

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**FORM 10-KSB/A**

** **

**Amendment No. 2**

** **

**(Mark One)**

| **ý** | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF  1934**     |
|------------|------------|-------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                      |
| ** ** | ** ** | **For the  fiscal year ended December 31, 2005**                                                |
| ** ** | ** ** | ** **                                                                                      |
| **o**      | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF  1934** |

 

**Commission File Number:  000-30063**

 

**ARTISTdirect, Inc.**

(Name of Small Business Issuerin Its Charter)

| **Delaware**                      | ** ** | **95-4760230**         |
|-----------------------------------|------------|------------------------|
| (State or Other Jurisdiction      |       | (I.R.S. Employer       |
| of Incorporation or Organization) |       | Identification Number) |

 

**1601 Cloverfield Boulevard, Suite 400 South, SantaMonica, California 90404-4082**(Address of Principal ExecutiveOffices, including Zip Code)

 

**Issuer’s Telephone Number, Including AreaCode:  (310) 956-3300**

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**Securities registered pursuant to Section 12(b) of theAct:  NoneSecurities registered pursuant to Section 12(g) of the Act:  common stock, $0.01 par value**

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** **

Checkwhether the issuer is not required to file reports pursuant to Section 13or 15(d) of the Exchange Act. o

 

Checkwhether the issuer (1) filed all reports required to be filed by Section 13 or15(d) of the Exchange Act during the past 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes ý No o

 

Checkif there is no disclosure of delinquent filers in response to Item 405 ofRegulation S-B contained in this form, and no disclosure will be contained, tothe best of the registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-KSB or anyamendment to this Form 10-KSB o

 

Indicateby check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).

Yes o No ý

 

Stateissuer’s revenues for its most recent fiscal year. $13,971,000.

 

Asof March 29, 2006, the aggregate market value of the voting common stock heldby non-affiliates of the registrant was approximately $25,981,540, based on theclosing price per share of $4.47 for the registrant’s common stock as reportedon the Over-the-Counter Bulletin Board on such date.

 

Asof March 29, 2006, there were 6,921,457 shares of the registrant’s commonstock, par value $0.01 per share, issued and outstanding.

 

**Documents incorporated by reference**:  Theregistrant has incorporated by reference into Part III of this Form 10-KSBportions of its definitive proxy statement to be filed with the Securities andExchange Commission within 120 days after the fiscal year end to which thisReport relates.

 

 

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**Explanatory Note**

 

This Amendment No. 2 to theAnnual Report on Form 10-KSB/A of ARTISTdirect, Inc. (the “Company”) for thefiscal year ended December 31, 2005 (“Amendment No. 2”) is being filed in orderto amend the language contained in Exhibits 31.1 and 31.2 to conform to the requirementsof Item 601(b) (31) of Regulation S-B. This Amendment No. 2 does not in any way affect the Company’s auditedfinancial statements, including the notes thereto, contained in the previouslyfiled Amendment No. 1 to the Company’s Annual Report on Form 10-KSB/A for thefiscal year ended December 31, 2005, nor does it revise or update or in any wayaffect any information or disclosures contained in Amendment No. 1, except Signatures,the Exhibit 31.1 and 31.2 Certifications, and the Exhibit 32.1 and 32.2 Certifications.

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d)of the Securities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned thereunto duly authorized.

 
|   |           | **ARTISTdirect, Inc.** |
|--------|----------------|------------------------|
|   |           | ** **             |
| Date:  | April 25, 2006 | By:                    | /s/ JONATHAN V. DIAMOND |   |
|   |           |                   | Jonathan V. Diamond |   |
|   |           |                   | Chief Executive Officer (Principal Executive Officer) |
|   |           |                   |   |   |
| Date:  | April 25, 2006 | By:                    | /s/ ROBERT N. WEINGARTEN | ** ** |
|   |           |                   | Robert N. Weingarten | ** ** |
|   |           |                   | Chief Financial Officer (Principal Financial Officer) |

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, this report has been signed below bythe following persons on behalf of the Registrant and in the capacities and onthe dates indicated.

 
| **Signature**            | ** ** | **Title**                                                            | ** ** | **Date**       | ** ** |
|--------------------------|------------|----------------------------------------------------------------------|------------|----------------|------------|
|                     |       |                                                                 |       |           |       |
| *                        |       | Chairman of the Board of Directors                                   |       | April 25, 2006 |       |
| Frederick W. Field       |       |                                                                 |       |           |       |
|                     |       |                                                                 |       |           |       |
|                     |       |                                                                 |       |           |       |
|                     |       | President, Chief Executive Officer and Director                      |       |           |       |
| /s/ Jonathan V. Diamond  |       | (Principal Executive Officer)                                        |       | April 25, 2006 |       |
| Jonathan V. Diamond      |       |                                                                 |       |           |       |
|                     |       |                                                                 |       |           |       |
|                     |       |                                                                 |       |           |       |
| /s/ Robert N. Weingarten |       | Chief Financial Officer and Secretary (Principal Accounting Officer) |       | April 25, 2006 |       |
| Robert N. Weingarten     |       |                                                                 |       |           |       |
|                     |       |                                                                 |       |           |       |
|                     |       |                                                                 |       |           |       |
| *                        |       | Director                                                             |       | April 25, 2006 |       |
| Teymour Boutros-Ghali    |       |                                                                 |       |           |       |
|                     |       |                                                                 |       |           |       |
|                     |       |                                                                 |       |           |       |
| *                        |       | Director                                                             |       | April 25, 2006 |       |
| Fred Davis               |       |                                                                 |       |           |       |
|                     |       |                                                                 |       |           |       |
|                     |       |                                                                 |       |           |       |
| *                        |       | Director                                                             |       | April 25, 2006 |       |
| James Lane               |       |                                                                 |       |           |       |

 

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| **Signature**   | ** ** | **Title** | ** ** | **Date**       | ** ** |
|-----------------|------------|-----------|------------|----------------|------------|
|            |       |      |       |           |       |
|            |       |      |       |           |       |
| *               |       | Director  |       | April 25, 2006 |       |
| Eric Pulier     |       |      |       |           |       |
|            |       |      |       |           |       |
|            |       |      |       |           |       |
| *               |       | Director  |       | April 25, 2006 |       |
| Dimitri Villard |       |      |       |           |       |
|            |       |      |       |           |       |
|            |       |      |       |           |       |

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| *By:   | /s/  Jonathan V. Diamond  |   |   |   |   |   |
|--------|--------------------------------|--------|--------|--------|--------|--------|
|   | Jonathan V. Diamond            |   |   |   |   |   |
|   | (Attorney-in-Fact)             |   |   |   |   |   |
|   |                           |   |   |   |   |   |
|   |                           |   |   |   |   |   |
| *By:   | /s/  Robert N. Weingarten |   |   |   |   |   |
|   | Robert N. Weingarten           |   |   |   |   |   |
|   | (Attorney-in-Fact)             |   |   |   |   |   |

 

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**INDEX TO EXHIBITS**

 
| **EXHIBIT   NUMBER** | ** **                                                                                 | **DESCRIPTION** |
|---------------------------|--------------------------------------------------------------------------------------------|-----------------|
| 31.1                      | Certifications  of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act |
|                      |                                                                                       |
| 31.2                      | Certifications  of the Chief Financial Ofiicer under Section 302 of the Sarbanes-Oxley Act |
|                      |                                                                                       |
| 32.1                      | Certifications  of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act |
|                      |                                                                                       |
| 32.2                      | Certifications  of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act |

 

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