UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 3, 2009

Santa Monica Media Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-33370
 
59-3810312
(State or other jurisdiction of
 
(Commission File Number)
 
(I.R.S. Employer
incorporation or organization)
     
Identification Number)
         
11845 West Olympic Boulevard, Suite 1125W
   
Los Angeles, California
 
90064
(Address of principal executive offices)
 
(Zip Code)


 
310-526-3222
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
ITEM 3.01

NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

On February 10, 2009, Santa Monica Media Corporation (the “Company”) received notice from the NYSE Amex Staff (“Exchange”) indicating that it was below certain additional continued listing standards of the Exchange, specifically that the Company had not held an annual meeting of stockholders in 2008, as set forth in Section 704 of the NYSE Amex Company Guide.  The Company was afforded the opportunity to submit a plan of compliance to the Exchange and on May 4, 2009, the Exchange notified the Company that it accepted the Company’s plan of compliance and granted the company an extension until August 11, 2009 to regain compliance with the continued listing standards.  The Company will be subject to periodic review by Exchange Staff during the extension period.  Failure to make progress consistent with the plan or to regain compliance with the continued listing standards by the end of the extension period could result in the Company being delisted from the NYSE AMEX LLC.

GOING CONCERN QUALICATION

In connection with the Company’s annual financial statements for the year ended December 31, 2008 included in its Form 10K filing on April 3, 2008, the Company received a going concern qualification from its auditors.

ITEM 9.01                      FINANCIAL STATEMENTS AND EXHIBITS
 
(d) Exhibits:

Exhibit
 
Description
99.1
 
Press release dated May 12, 2009.

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Santa Monica Media Corporation
   
   
Date:
May 12, 2009
By:
/s/ David M. Marshall
 
   
Name:
David M. Marshall
   
Title:
Chief Executive Officer
Santa Monica Media Corp. (AMEX:MEJ)
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