MEDIA BAY (MBAY)

[Hilander]

MediaBay Receives Nasdaq Staff Determination Letter:

August 25, 2006
MediaBay Receives Nasdaq Staff Determination Letter
CEDAR KNOLLS, N.J., Aug. 25 /PRNewswire-FirstCall/ -- MediaBay, Inc. (Nasdaq: MBAY), on August 22, 2006, MediaBay, Inc. (the "Company") received notice from The Nasdaq Stock Market indicating that, based on the Company's Form 10-Q for the quarter ended June 30, 2006, the Company does not comply with the $10,000,000 stockholders' equity requirement for continued listing on the Nasdaq Global Market set forth in Marketplace Rule 4450(a)(3).

About MediaBay Inc.

MediaBay Inc. (Nasdaq: MBAY) is a digital media and publishing company specializing in spoken word and premium audio entertainment. The company maintains a library consisting of over 75,000 hours of content, including audio books from best-selling authors and the history of American Radio. Some of MediaBay's digital content partners include BBC, Blackstone, CBS Radio, Harper Collins, Hay House, Oasis, Penguin Audio, Random House, Simon & Schuster, Sound Room, and Zondervan. In addition to its Audio Book Club, MediaBay distributes its content through proprietary web sites including audiobookclub.com, radiospirits.com and Soundsgood.com as well as through partner channels including MusicNet, Real, MSN Music, Sirius Satellite Radio and XM Satellite Radio. For more information on MediaBay, please visit http://www.soundsgood.com, http://www.mediabay.com, http://www.radiospirits.com and http://www.radioclassics.com.

Certain statements in this Form 10-Q constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of our management for future operations are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," or "continue" or the negative thereof or variations thereon or similar terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any results, performances or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from our expectations, include, without limitation our in ability to implement our strategy, the decision to seek strategic alternatives and the risks related thereto: our history of losses and declining revenues; our ability to license and sell new spoken word content, obtain additional financing, anticipate and respond to changing customer preferences, license and produce desirable content, protect our databases and other intellectual property from unauthorized access, and collect receivables; dependence on third-party providers, suppliers and distribution channels; competition; the costs and success of our marketing strategies, product returns, member attrition; risks relating to our capital structure and the other risk factors set forth in our annual report on Form 10-K for the period ended December 31, 2005, quarterly report on Form 10-Q for the period ended June 30, 2006 and other filings with the SEC. Undue reference should not be placed on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update any forward-looking statements.

Contacts:
Tim Clemensen
Rubenstein Investor Relations
212-843-9337
[e-mail]
SOURCE MediaBay, Inc.
-0- 08/25/2006
/CONTACT: Tim Clemensen of Rubenstein Investor Relations,
[phone], [e-mail], for MediaBay, Inc./
/Web site: http://www.mediabay.com /
(MBAY)

CO: MediaBay, Inc.
ST: New Jersey
IN: CPR
SU:

JB-MV
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6447 08/25/2006 16:05 EDT http://www.prnewswire.com