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

                                                       SEC FILE NUMBER 000-22849
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                                   FORM 12b-25

                                                        CUSIP NUMBER 682875 10 9
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                           NOTIFICATION OF LATE FILING

(Check one): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
             |_| Form N-SAR |_| Form N-CSR

            For Period Ended: June 30, 2006

            |_|   Transition Report on Form 10-K
            |_|   Transition Report on Form 20-F
            |_|   Transition Report on Form 11-K
            |_|   Transition Report on Form 10-Q
            |_|   Transition Report on Form N-SAR
            For the Transition Period Ended: _______________________________

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
    Nothing in this form shall be construed to imply that the Commission has
                        verified any information herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
________________________________________________________________________________

PART I - REGISTRANT INFORMATION

Onstream Media Corporation
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Full Name of Registrant


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Former Name if Applicable

1291 S.W. 29 Avenue
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Address of Principal Executive Office (Street and Number)

Pompano Beach, Florida  33069
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City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

      |     (a)   The reason described in reasonable detail in Part III of this
      |           form could not be eliminated without unreasonable effort or
      |           expense
      |     (b)   The subject annual report, semi-annual report, transition
      |           report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
|X|   |           N-CSR, or portion thereof, will be filed on or before the
      |           fifteenth calendar day following the prescribed due date; or
      |           the subject quarterly report or transition report on Form
      |           10-Q, or portion thereof will be filed on or before the fifth
      |           calendar day following the prescribed due date; and
      |     (c)   The accountant's statement or other exhibit required by Rule
      |           12b-25(c) has been attached if applicable.



PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.

As a result of the current finalization and closing of certain transactions, the
Form 10-QSB cannot be filed within the prescribed time period because additional
time is required by the Registrant's management to finalize the necessary
disclosure and financial information for such Form 10-QSB.

PART IV - OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
      notification

      Robert Tomlinson, CFO             954             917-6655
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             (Name)                 (Area Code)     (Telephone Number)

(2)   Have all other periodic reports required under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 or Section 30 of the Investment Company
      Act of 1940 during the preceding 12 months or for such shorter period that
      the registrant was required to file such report(s) been filed? If answer
      is no, identify report(s).                                  Yes |X| No |_|

(3)   Is it anticipated that any significant change in results of operations
      from the corresponding period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof?                                                    Yes |X| No |_|

      If so, attach an explanation of the anticipated change, both narratively
      and quantitatively, and, if appropriate, state the reasons why a
      reasonable estimate of the results cannot be made.

Except for the effect of accounting for derivatives under EITF 00-19, the
Company's net loss for both the nine months and the three months ended June 30,
2006 will be reasonably consistent with the reported losses for the
corresponding periods for the previous fiscal year, although the amounts on a
per share basis will be substantially lower in the current year because of the
significant increase in the number of weighted average common shares outstanding
as compared to the corresponding periods of the previous fiscal year. However,
the Company anticipates reporting non-operating non-cash income for the both the
nine months and the three months ended June 30, 2006 resulting from the
valuation of certain derivatives under EITF 00-19, for which there was no
corresponding item in the Company's statement of operations for the
corresponding periods of the previous fiscal year.

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                           Onstream Media Corporation
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date August 15, 2006                 By /s/ Randy S. Selman
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                                        Randy S. Selman, Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

   Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).