8-K

                       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): February 28, 2006

                           ONSTREAM MEDIA CORPORATION
                           --------------------------
             (Exact name of registrant as specified in its charter)

                                     Florida
                                     -------
                 (State or Other Jurisdiction of Incorporation)

                000-22849                              65-0420146
            -------------------                     -----------------
         (Commission File Number)        (IRS Employer Identification Number)

                1291 SW 29 Avenue, Pompano Beach, Florida 33069
                -----------------------------------------------
                   (Address of executive offices and Zip Code)

                                  (954)917-6655
                                  -------------
              (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
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):

| |   Written communications pursuant to Rule 425 under the Securities Act (17
      CRF 230.425)
| |   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
| |   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
| |   Pre-commencement communications pursuant to Rule 133-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))




Item 8.01    Other Events

      On March 1, 2006 Onstream Media Corporation issued a press release
recapping its February 28, 2006 conference call held to discuss its fiscal 2006
first quarter financial results, new business developments and outlook for the
remainder of fiscal year 2006. This press release also addressed the discussion
in that conference call of a letter to the Company from NASDAQ dated February
23, 2006 notifying it that NASDAQ believed the company did not comply with
Marketplace Rule 4310(c)(2)(B), as well as the Company's subsequent resolution
of that matter with NASDAQ. A copy of the press release, which is incorporated
herein by reference, is attached to this Current Report on Form 8-K as Exhibit
99.1.

      The receipt of the February 23 letter from NASDAQ and related matters were
also disclosed in Items 3.01 and 4.02 of a Form 8-K filed by the Company on
February 28, 2006, which is hereby incorporated by reference.

Item 9.01    Financial Statements and Exhibits.

(c)      Exhibits

Exhibit No.                       Description

99.1                       Press release dated March 1, 2006



                                   SIGNATURES

      Pursuant to the requirements of 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.

                                                   ONSTREAM MEDIA CORPORATION


                                                   By: /s/ Robert E. Tomlinson
                                                   ---------------------------
March 1, 2006                                         Robert E. Tomlinson, CFO

EX-99.1

                                  Exhibit 99.1

AT THE COMPANY:                                  INVESTOR RELATIONS:
Barry A. Rothman                                 Howard Gostfrand
Onstream Media Corporation                       American Capital Ventures
954-917-6655                                     305-918-7000
brothman@onstreammedia.com                       hg@amcapventures.com

FOR IMMEDIATE RELEASE

ONSTREAM MEDIA CORPORATION FIRST QUARTER FY 2006 CONFERENCE CALL RECAP


POMPANO BEACH, FL - MARCH 1, 2006 - Onstream Media Corporation (Nasdaq: ONSM), a
leading online service provider of live and on-demand, rich media
communications, held a conference call on February 28th to discuss its fiscal
2006 first quarter financial results, new business developments and outlook for
the remainder of fiscal year 2006.

In the course if his review of the company's recently reported financial
results, Robert Tomlinson, CFO of Onstream Media, also highlighted the following
key points:

  o   On February 28, 2006, the company filed amendments to its previously filed
      10-QSB for the first quarter of fiscal 2006, as well as for its 10-KSB for
      the fiscal year ended September 30, 2005. These amendments had the effect
      of increasing permanent shareholder's equity, and correspondingly reducing
      the temporary equity classification "equity securities subject to
      potential rescission", by approximately $1.8 million and approximately
      $2.4 million as of September 30 and December 31, 2005, respectively. The
      amendments had no impact on the company's previously reported results of
      operations, cash flows, total assets or total liabilities.
  o   The company had received a letter from NASDAQ dated February 23, 2006
      notifying it that NASDAQ believed the company did not comply with
      Marketplace Rule 4310(c)(2)(B), which, among other things, requires a
      company to have a minimum of $2.5 million in stockholders' equity in order
      to be eligible for continued listing on the Nasdaq Capital Market. Upon
      subsequent discussions with Nasdaq officials, they informed the company
      that they were unable to consider any portion of the temporary equity
      classification for the purpose of meeting the stockholders' equity
      requirement, including the converted portion disclosed in the company's
      financial statement notes, except to the extent it was included in the
      stockholders' equity caption on the face of the balance sheet. Therefore,
      in order to meet the NASDAQ requirements, and after consultation by the
      company's audit committee members and appropriate company officers with
      its independent accountants and legal counsel, the company decided to file
      the aforementioned amendments, which removed certain of these previously
      disclosed conversions from the temporary equity classification "equity
      securities subject to potential rescission" and returned them to
      stockholders' equity, resulting in amended stockholders' equity balances
      of approximately $4.9 million and approximately $4.5 million as of
      September 30 and December 31, 2005, respectively.
  o   On February 28, 2006, NASDAQ confirmed to the company that it is now in
      compliance with the aforementioned NASDAQ listing requirements and they
      consider the matter closed.

                                     99.1-1




Randy Selman, president and CEO of Onstream Media, also highlighted the
following:
  o     The company's radio-based advertising kicked-off in January with spots
        running on the CNN and FOX channels on XM Satellite Radio. Beginning in
        the third fiscal quarter, the company expects to begin a similar
        TV-based campaign on the major business channels.
  o     The company's search engine optimization program on the major search
        engines such as Google, Yahoo and MSN has already begun to generate new
        leads. The company plans to expand this effort over the upcoming weeks.
  o     Mr. Selman stated that "Looking ahead, we anticipate positive financial
        improvements throughout fiscal 2006 as the DMSP gains momentum and sales
        of our current smart encoding, EDNet and webcasting services continue to
        grow. In particular, we expect revenues and gross margins from
        webcasting and digital asset management to exceed the corresponding
        prior year amounts throughout the balance of the fiscal year. In short,
        we continue to believe that we've turned an important corner, having
        successfully moved from the product development and integration phase
        into one of growth and improved financial performance."

ABOUT ONSTREAM MEDIA CORPORATION

Founded in 1993, Onstream Media (Nasdaq: ONSM) is a leading online Application
Service Provider (ASP) of live and on-demand, rich media communications via the
Onstream Digital Media Services Platform. Specializing in audio and video
corporate communications, Onstream Media's pioneering ASP digital media services
technology provides its customers with the necessary tools for webcasting, web
conferencing, managing digital assets, publishing content on the Internet and
establishing e-commerce storefronts to transact business online. All of Onstream
Media's services are focused on increasing productivity and revenues, and
reducing capital expenditures and operational costs of any organization in an
affordable and highly secure environment. As a result, 78% of the Fortune 100
CEOs and CFOs and almost half of the Fortune 1000 companies have used Onstream
Media's services.

Onstream Media customers include: AOL, AAA, AXA Equitable Life Insurance
Company, Disney, MGM, Deutsche Bank, Thomson Financial/CCBN, PR Newswire and the
U.S. Government. For more information, visit the Onstream website at
www.onstreammedia.com or call 954-917-6655.

Certain statements in this document and elsewhere by Onstream Media are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such information includes, without limitation,
the business outlook, assessment of market conditions, anticipated financial and
operating results, strategies, future plans, contingencies and contemplated
transactions of the company. Such forward-looking statements are not guarantees
of future performance and are subject to known and unknown risks, uncertainties
and other factors which may cause or contribute to actual results of company
operations, or the performance or achievements of the company, or industry
results, to differ materially from those expressed, or implied by the
forward-looking statements. In addition to any such risks, uncertainties and
other factors discussed elsewhere herein, risks, uncertainties and other factors
that could cause or contribute to actual results differing materially from those
expressed or implied for the forward-looking statements include, but are not
limited to, fluctuations in demand; changes to economic growth in the U.S.
economy; government policies and regulations, including, but not limited to
those affecting the Internet. Onstream Media undertakes no obligation to
publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise. Actual results, performance or
achievements could differ materially from those anticipated in such
forward-looking statements as a result of certain factors, including those set
forth in Onstream Media Corporation's filings with the Securities and Exchange
Commission.

                                     99.1-2