UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (~~date~~Date of earliest event reported): ~~September~~October 713, 2004

BAM! ENTERTAINMENT, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant asspecified ~~Specified~~ in ~~its Charter~~charter)

Delaware (State or Other Jurisdiction of Incorporation)


Delaware	000-32989	77-0553117

(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~000-32989~~333 ~~(Commission~~West ~~File~~Santa ~~Number)~~Clara ~~77-0553117~~Street, ~~(I.R.S.~~Suite 716 San ~~Employer~~Jose, ~~Identification~~California ~~No.)~~95113

~~333 West Santa Clara Street, Suite 716~~ ~~San Jose, California 95113~~ (Address of ~~Principal~~principal ~~Executive~~executive ~~Offices,~~offices) ~~Including~~ (Zip Code)

(408) 298-7500 ~~(Registrant’s Telephone Number, Including Area Code)~~

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):


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))

TABLE OF CONTENTS

Item 4.01: Change in Registrant’s Certifying Accountant Item 9.01: Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX Exhibit 16.1


	ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	Item 7.01 Regulation FD Disclosure.
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Exhibit 99.1

~~Item 4~~ITEM 3.01~~: Change~~ inNotice ~~Registrant’s~~of ~~Certifying~~Delisting ~~Accountant~~ or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On By ~~September~~decision dated May 726, 2004, ~~Deloitte~~the &Nasdaq ~~Touche~~Listing ~~LLP~~Qualifications Panel determined to continue the listing of the Registrant’s common stock on The Nasdaq SmallCap Market pursuant to an exception to Nasdaq Marketplace Rule 4320(~~“Deloitte”~~e)(2)(B), ~~notified~~which ~~Bam!~~requires that a company listed on The Nasdaq SmallCap ~~Entertainment~~Market meet one of three tests involving its shareholders’ equity, ~~Inc~~market capitalization and net income. (As previously disclosed, the ~~“Company”)~~Registrant believed that as of ~~its~~the ~~resignation~~date asof the ~~Company~~Nasdaq Panel’s decision, it had regained ~~independent~~compliance ~~registered~~with ~~public~~the ~~accounting~~$2.5 million ~~firm~~shareholder’ equity requirement of Rule 4320(e)(2)(B), ~~effective~~but ~~immediately~~the Nasdaq Panel provided that it would continue to monitor the Registrant’s compliance with this requirement until the Registrant had demonstrated an ability to sustain compliance over the long term. Specifically, on or before September 30, 2004, the Registrant was required to publicly file its annual report on Form 10-K for the fiscal year ended June 30, 2004, evidencing shareholders’ equity of at least $2,500,000. The Registrant failed to timely file the Form 10-K, which would have evidenced compliance with the terms of the exception.

~~Deloitte’s~~ The ~~reports~~Registrant onreceived ~~the~~a ~~Company’s~~written ~~financial~~notice ~~statements~~of ~~for~~Compliance ~~the~~Determination ~~two most~~on ~~recent~~October 13, ~~fiscal~~2004 ~~years~~from dothe ~~not~~Nasdaq ~~contain~~Listing anQualifications ~~adverse opinion or disclaimer of opinion~~Department, stating ~~and~~that ~~are~~the ~~not~~Registrant’s ~~qualified~~common orstock ~~modified~~would asbe todelisted ~~uncertainty,~~from ~~audit~~The ~~scope~~Nasdaq ~~or accounting~~Stock ~~principles,~~Market ~~except~~effective ~~that~~with the ~~report~~open of ~~Deloitte~~business on ~~the financial statements for the year ended June~~October 3015, ~~2003 contained an explanatory paragraph expressing substantial doubt on the Company’s ability to continue as a going concern for a reasonable period of time~~2004.

~~During~~ The ~~the~~Registrant ~~Company’s~~anticipates ~~two~~that ~~most~~its ~~recent~~common ~~fiscal~~stock ~~years~~will ~~and~~continue ~~the~~to ~~subsequent interim~~be ~~period~~quoted ~~there~~on ~~were no disagreements between~~ the ~~Company~~Pink ~~and~~Sheets ~~Deloitte~~Electronic onQuotation ~~any matter~~Service offollowing ~~accounting~~its ~~principles or practices, financial statement disclosures,~~delisting orfrom ~~auditing~~Nasdaq. ~~scope~~The ~~or procedure which disagreements, if not resolved to Deloitte~~Registrant’s ~~satisfaction,~~common ~~would~~stock ~~have~~may ~~caused~~also ~~Deloitte~~become toeligible ~~make reference thereto~~for inquotation ~~Deloitte’s report~~ on the ~~Company’s~~OTC ~~financial~~Bulletin ~~statements~~Board ~~for~~if ~~such~~a ~~periods.~~market ~~In addition,~~maker noapplies ~~reportable~~to ~~events,~~register asthe stock ~~defined~~ in ~~Item 304~~accordance ~~(a)~~with ~~(1)~~the ~~(v) of Regulation S-K~~applicable SEC rules, ~~occurred~~and ~~during~~if the ~~Company’s~~application ~~two~~is cleared, ~~most~~neither ~~recent~~of ~~fiscal~~which ~~years~~is ~~and the subsequent interim period~~assured.

~~The~~ In ~~Company~~connection ~~has requested that Deloitte furnish it~~ with athis ~~letter~~event, ~~addressed to~~ the ~~Securities~~Registrant ~~and~~issued ~~Exchange~~a ~~Commission~~press ~~stating~~release ~~that it agrees with the above~~on ~~statements.~~October 14, A2004, a copy of ~~such~~which ~~letter~~ is attached hereto as Exhibit 1699.1.

Item 9 7.01~~: Financial~~ ~~Statements~~Regulation ~~and~~FD ~~Exhibits~~ Disclosure.

( On October 14, 2004, the Registrant issued a) ~~N/A~~press ~~(b)~~release ~~N/A~~indicating ~~(c)~~that it ~~Exhibits:~~had received the delisting notice from The Nasdaq Stock Market. In the press release, the Registrant stated that its common stock will cease trading on The Nasdaq SmallCap Market effective with the open of business on Friday, October 15, 2004. The press release is incorporated herein to this Form 8-K by reference and a copy of the press release is attached hereto as Exhibit 99.1.

16 Note: The information contained in Item 7.101 ~~Letter~~of ~~from~~this ~~Deloitte~~Current &Report ~~Touche~~on Form ~~LLP~~8-K (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes ~~Securities~~of ~~and~~Section 18 of the Securities Exchange ~~Commission~~Act ~~regarding~~of ~~change~~1934, inas ~~certifying~~amended, ~~accountants~~or otherwise subject to the liabilities of that section.

~~Table~~Item of9.01 ~~Contents~~Financial Statements and Exhibits

~~SIGNATURES~~ 99.1 Press release issued by the Registrant on October 14, 2004 announcing the delisting of its common stock from The Nasdaq SmallCap Market effective October 15, 2004.

PursuantTable to the requirements of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized. Contents

Date: September 10, 2004	BAM! ENTERTAINMENT, INC.
	By:	/S/ STEPHEN AMBLER
	Name: Title:	Stephen Ambler Chief Financial Officer

SIGNATURES

~~Table~~Pursuant to the requirements of ~~Contents~~the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~EXHIBIT~~BAM! ~~INDEX~~ ENTERTAINMENT, INC. By: /s/ Stephen Ambler Name: Stephen Ambler Title: Chief Financial Officer

Exhibit		Description
Exhibit 16.1		Letter from Deloitte & Touche LLP to the Securities and Exchange Commission regarding change in certifying accountants.

Dated: October 14, 2004

EXHIBIT INDEX


99.1		Press release issued by the Registrant on October 14, 2004 announcing the delisting of its common stock from The Nasdaq SmallCap Market effective October 15, 2004.

Table of Contents

Table of Contents

PursuantTable to the requirements of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized. Contents

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