**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**





**x
      ANNUAL REPORT PURSUANT
      TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE**


**ACT
      OF 1934**





For
      the
      fiscal year ended June 30, 2007





or





**o
      TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES**


**EXCHANGE
      ACT OF 1934**





For
      the
      transition period from __________ to __________





*Commission
      file number: 001-10196*





**STUDIO
      ONE MEDIA, INC.**


(Name
      of
      Small Business Issuer as specific in its Charter)





DELAWARE
            
            23-2517953(State
                or other jurisdiction of
            
            (IRS
                EmployerIncorporation
                or organization)
            
            Identification
                No.)








7650
      East
      Evans Road, Suite C


Scottsdale,
      Arizona 85260


(Address
      of Principal Executive Offices) (Zip Code)





(480)
      556-9303


(Registrant’s
      telephone number, including area code)





**Securities
      registered pursuant to Section 12(b) of the Act: None**





**Securities
      registered pursuant to Section 12(g) of the Act:**





**Common
      Stock, $.001 par value**


(Title
      of
      Class)





Indicate
      by check mark whether the issuer (1) has filed all reports required to be filed
      by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
      preceding 12 months (or for such shorter periods that the registrant was
      required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days. Yes x No o





1





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained herein, to
      the
      best of registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. Yes x No o





For
      the
      fiscal year ended June 30, 2007, the Company had no revenue.





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes x No o





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      last sold, or average bid and asked price of such common equity, as of the
      last
      business day of the registrant’s most recently completed second fiscal quarter.
      As of June 30, 2007 the aggregate market value of the registrant’s common stock
      held by non-affiliates of the registrant was approximately $24,021,023 million
      based on the average bid and asked price of such common stock as reported on
      the
      NASD Bulletin Board system.  Shares of common stock held by each
      officer and director and each person, to Registrant’s knowledge, who owns more
      than 5% or more of the Registrant’s outstanding common stock have been excluded
      because these persons may be deemed to be affiliates. The determination of
      affiliate status for purpose of this calculation is not necessarily a conclusive
      determination for other purposes.





As
      of
      June 30, 2007, the number of shares of Registrant’s Common Stock outstanding was
      11,362,739.














**DOCUMENTS
      INCORPORATED BY REFERENCE**








None











2




**TABLE
                OF CONTENTS**
            **PAGE
                NUMBER**Item
                1.
            DESCRIPTION
                OF BUSINESS
            4General
            4Company
                History
            5Fiscal
                Years 1988-1994
            5Fiscal
                Years 1995-1997
            5Fiscal
                Years 1998-2007
            5Patents,
                Trademarks and Proprietary Protection
            8Employees
            9Selected
                Financial Data
            17ITEM
                2
            DESCRIPTION
                OF PROPERTY
            17ITEM
                3
            LEGAL
                PROCEEDINGS
            17ITEM
                4
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            17ITEM
                5
            MARKET
                FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
                MATTTERS
            18Market
                Information
            18Per
                Share Common stock bid price by quarter
            18Holders
            18Dividends
            18ITEM
                6
            MANAGEMENT'S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS
            19Fiscal
                Years 2007 and 2006
            19Results
                of Operations
            19Liquidity
                and Capital Resources
            20ITEM
                7
            FINANCIAL
                STATEMENTS
            22ITEM
                8
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON  ACCOUNTING AND
                FINANCIAL DISCLOSURE
            23ITEM
                8A.
            CONTROLS
                AND PROCEDURES
            23ITEM
                9
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL  PERSONS; COMPLIANCE
                WITH SECTION 16(A) OF THE EXCHANGE ACT
            24Indemnification
                of Directors and Officers
            25Compliance
                with Section 16(A) of the Exchange Act
            25Code
                of Ethics
            26Audit
                Committee
            26ITEM
                10
            EXECUTIVE
                COMPENSATION
            26Summary
                Compensation Table
            26Equity
                Compensation Plans
            271999
                Stock Option Plan
            272004
                Stock Incentive Plan
            272006
                Employee Stock Incentive Plan
            272007
                Non-Executive Employee Stock Option Plan
            27ITEM
              11
            SECURITY
              OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            28ITEM
              12
            CERTAIN
              RELATIONSHIPS AND RELATED TRANSACTIONS
            29ITEM
                13
            EXHIBITS
            30ITEM
                14
            PRINCIPAL
                ACCOUNTING FEES AND SERVICES
            31SIGNATURES
            
            32


3
  **FORWARD-LOOKING
      AND CAUTIONARY
      STATEMENTS**





*This
      Annual Report includes "forward-looking statements" within the meaning of
      Section 27A of the Securities Act of 1933, and Section 21E of the Securities
      Exchange Act of 1934, as amended, and as contemplated under the Private
      Securities Litigation Reform Act of 1995.  These forward-looking
      statements may relate to such matters as  the Company's (and its
      subsidiaries) business strategies, continued growth in the Company's markets,
      projections, and anticipated trends in the Company's business and the industry
      in which it operates anticipated financial performance, future revenues or
      earnings, business prospects, projected ventures, new products and services,
      anticipated market performance and similar matters.  All statements
      herein contained in this Report, other than statements of historical fact,
      are
      forward-looking statements.*





*When
      used in this report, the words "may," "will," "expect," "anticipate,"
      "continue," "estimate," "project," "intend," “budget,” “budgeted,” "believe,"
“will,” "intends," “seeks,” “goals,” "forecast," and similar words and
      expressions are intended to identify forward-looking statements regarding
      events, conditions, and financial trends that may affect our future plans of
      operations, business strategy, operating results, and financial position. These
      forward-looking statements are based largely on the Company's expectations
      and
      are subject to a number of risks and uncertainties, certain of which are beyond
      the Company's control.  We caution our readers that a variety of
      factors could cause our actual results to differ materially from the anticipated
      results or other matters expressed in the forward looking statements, including
      those factors described under "Risk Factors" and elsewhere herein.  In
      light of these risks and uncertainties, there can be no assurance that the
      forward-looking information contained in this Report will in fact transpire
      or
      prove to be accurate.  These risks and uncertainties, many of which
      are beyond our control, include:*




·
            *the
                sufficiency of existing capital resources and our ability to raise
                additional capital to fund cash requirements for future
                operations;*




·
            *uncertainties
                involved in the rate of growth of our business and acceptance of
                any
                products or services;*




·
            *volatility
                of the stock market, particularly within the technology sector;
                and*




·
            *general
                economic conditions.*




*Although
      we believe the expectations reflected in these forward-looking statements are
      reasonable, such expectations cannot guarantee future results, levels of
      activity, performance or achievements.  We urge you not to place undue
      reliance on these forward-looking statements, which speak only as of the date
      of
      this Annual Report.*








**PART
       I**





**ITEM
      1. DESCRIPTION OF BUSINESS.**





**GENERAL**





**CORPORATE
      BACKGROUND**





Studio
      One Media, Inc., (the “Company” or “SOMD”) was originally organized in Delaware
      on May 12, 1988, as Dimensional Visions Group, Ltd.  On March 28,
      2006, the Company changed its name to Studio One Media, Inc., pursuant to an
      agreement the Company entered into to purchase 100% of Studio One Entertainment,
      Inc., (“SO Entertainment”) of Scottsdale, Arizona, in a one-for-one,
      stock-for-stock transaction dated March 29, 2006.  SO Entertainment
      owns proprietary audio/video recording technology, patent and trademark
      applications, studio design, methods and related concepts for
      MyStudioTM.  MyStudioTM is a self contained interactive video recording
      studio designed for installation in shopping malls and other pedestrian high
      traffic public areas.  The studios will enable the public, for a fee,
      to record their video and voice images in a stand alone, state-of-the-art
      recording studio and enter their MyStudioTM performances in music, modeling and
      other talent related contests.  In addition, MyStudioTM can be used to
      record video resumes, dating profiles and personal messages.  The
      Company believes MyStudioTM methods, processes and business model are proprietary
      and a unique opportunity in the entertainment industry.




The
        acquisition of SO Entertainment was completed on April 17, 2007, with the
        exchange of 7 million shares of the Company’s Common Stock for an equal number
        of shares of SO Entertainment common stock constituting 100% of the issued
        and
        outstanding shares of SO Entertainment.  SO Entertainment operates as
        a wholly-owned subsidiary.
 
 The
        Company's office and principal place of business is located at 7650 E. Evans
        Rd., Suite C, Scottsdale, Arizona 85260, and its telephone number is (480)
        556-9303.





4





**ITEM
      1. DESCRIPTION OF
      BUSINESS.******- *continued*




**COMPANY
      HISTORY**





**FISCAL
      YEARS 1988-1994**





In
      1988,
      Dimensional Visions Group, Ltd. was incorporated in the State of Delaware and
      headquartered in Philadelphia, Pennsylvania.  From inception through
      1994, the Company was engaged in the development of a three-dimensional
      lithographic printing process using robotic photographic
      equipment.  The Company was unable to refine the technology and ceased
      development operations in 1994.





**FISCAL
      YEARS 1995-1997**





In
      1995,
      the Company acquired InfoPak, Inc. of Phoenix, Arizona
      ("InfoPak").  InfoPak manufactured and marketed a hardware/software
      package called the "InfoPakSystem".  The system converted databases
      for use on a palm-top computer manufactured by InfoPak.  From 1995 to
      1997, the Company utilized the software development resources of InfoPak to
      develop the patent-pending software and systematic digital process for its
      Living ImageTM Solutions. InfoPak discontinued operations in 1997.





**FISCAL
      YEARS 1998-2002**





In
      January 1998, a new executive management team was appointed and the Company
      was
      restructured including a 1 for 25 reverse stock split, a name change to
      Dimensional Visions Incorporated (from Dimensional Visions Group, Ltd.) and
      stock trading symbol change from DVGL to DVUI.  The Company developed
      a new patented process for printing 3D graphics for products, packaging and
      marketing communications.  By late 2002, the Company discontinued all
      operations.





**FISCAL
      YEARS 2003-2007**





On
      September 8, 2003, Mr. Preston J. Shea was elected as a director, President
      and
      Secretary of the company to evaluate new opportunities for the Company, such
      as
      a sale, merger, or other type of business combination.  On September
      9, 2003, all directors except Preston Shea resigned, leaving him as the sole
      officer and director of the Company.  On May 6, 2004, the Company was
      restructured and affected a 1 for 60 reverse stock split.  On May 18,
      2004, the Company changed its trading symbol from DVUI to DVSO.





On
      March
      29, 2006, the Company entered into an agreement to purchase 100% of Studio
      One
      Entertainment, Inc. (“SO Entertainment”) of Scottsdale, Arizona, in a
      one-for-one, stock-for-stock transaction.  The acquisition of SO
      Entertainment was completed on April 17, 2007 with the issuance of 7 million
      shares of the Company’s Common Stock to the shareholders of SO
      Entertainment.  SO Entertainment is a Scottsdale, Arizona based
      company that is engaged in the development of MyStudioTM a self- contained
      interactive video recording studio designed for installation in shopping malls
      and other high traffic public areas.  The Company believes MyStudioTM
to be a proprietary and unique opportunity in the entertainment and
      communications industries.  MyStudioTM will enable the public, for a
      fee, to record their video and voice images in a self contained state-of-the-art
      recording studio environment and enter their performances in music, modeling
      and
      other talent related contests.





On
      March
      31, 2006, Barry M. Goldwater, Jr., joined the board, as chairman and Kenneth
      Pinckard became a director and Vice President.





In
      the
      past two years the Company took steps to dramatically reduce its outstanding
      debt.  In its fiscal year ended June 30, 2006, the Company wrote off
      $373,416 in uncollectible debt that arose out of the operations that were
      discontinued in 2002 and earlier.  On October 13, 2006, the Company
      issued 137,500 shares of restricted common stock to extinguish $874,584 in
      debt
      ($579,253 in short term debt and $295,331 in accrued interest) from loans made
      to the Company (then Dimensional Visions) in 2001. The debt was converted to
      equity at a per share conversion price of $6.36.  On April 26, 2007,
      the Company issued 25,328 shares of restricted common stock to extinguish
      $33,433 in debt ($20,000 in short term debt and $13,433 in accrued interest)
      from loans made to the Company in 2001.  The net effect of these
      actions was to reduce the Company’s overall debt by approximately $1.28
      million.





5





**ITEM
      1. DESCRIPTION OF BUSINESS.******-
*continued*




**COMPANY
      OVERVIEW**





The
      recent phenomena of reality shows such as American Idol, Americas Next Top
      Model
      and Last Comic Standing has demonstrated that millions of Americans not only
      believe that they have talent, but they also want an opportunity to showcase
      their talents, ultimately hoping they might be "discovered."  However,
      these shows only audition a small fraction of those who want to try out and
      offer only one contest per year, per show.  Millions of would be
      artists in music, modeling, acting and comedy are left frustrated and unseen
      with no mainstream venue to demonstrate their talents.  At the same
      time, virtually every segment of the entertainment industry is constantly
      searching for the next meteoric talent.  Studio One's MyStudioTM was
      created to serve as the nexus between the needs of talent, on the one hand,
      and
      the entertainment industry, on the other.





MyStudioTM
      is a proprietary, self contained, state-of-the-art interactive audio/video
      recording studio designed for installation in shopping malls and other
      pedestrian high traffic public areas.  The studio will allow the
      public, for a fee, to step into a state-of-the-art, sound proof recording studio
      and record a 3 minute video in a private, user friendly
      environment.  MyStudioTM utilizes state of the art Green screen
      technology which allows users to choose a background environment in which to
      appear to record their performance in from an enormous library of visual
      backgrounds – from a sunny beach to a concert stage and hundreds
      more.  A DVD is burned for each session onsite and the user’s video,
      if he or she so elects, will be posted online at the company's website within
      minutes of their performance.  Users can then enter their performance
      online from the MyStudioTM website in music, modeling and other talent related
      contests.  Contests will be sponsored by different entertainment
      companies every month, so users will have the opportunity to enter numerous
      contests every year.  In addition, MyStudioTM can be used to record
      video resumes, dating profiles and personal messages.  MyStudioTM and
      related concepts have been under development for more than 4 years, at a cost
      exceeding $5 million.





MyStudioTM
      has two distinct but complementary components - the website and the recording
      studios.





MyStudioTM
      Video Recording Studio Development (2007).





·
            In
                late 2006, a prototype model for audio and video testing was
                constructed.





·
            In
                May, 2007, American Integration Technologies, LLC ("AIT") of Chandler,
                Arizona was engaged to build a final manufacturing prototype (less
                electronic hardware).





·
            Final
                hardware component selection and testing was completed in August,
                2007.





·
            Fabrication
                of the manufacturing prototype was completed by AIT in September,
                2007.





·
            Testing
                of key operational software began in September,
                2007.





The
      cost
      of each MyStudioTM including fabrication, assembly and hardware is expected to be
      approximately $200,000, for the first 50 units.  Manufacturing costs
      will reduce significantly with volume.  The Company expects to
      manufacture and install its first 50 units within 60 to 90 days of the closing
      of a planned $10,000,000 convertible debenture financing.





6




**ITEM
        1. DESCRIPTION OF BUSINESS.******-
*continued*
  **COMPANY
        OVERVIEW**- *continued*




MyStudioTM
        Website Development.
 
 ·
              In
                  October 2006, the Company engaged Epsilonium Systems, Inc., to
                  develop its
                  website.





·
            The
                MyStudioTM website incorporates the best features of YouTube, MySpace and
                Facebook including social networking functionality, daily video postings
                in a variety of categories, monthly contests and member profile
                pages.





·
            All
                online related operations including web hosting, data storage, and
                backup
                will be outsourced.





The
      Company plans to launch its website in October, 2007, followed by the
      installation of MyStudiosTM nationally in the coming months.  Each
      MyStudioTM is expected to generate revenue of $25,000 to $50,000 per month and
      the Company expects to generate its first revenue in the fourth quarter of
      2007
      or the first quarter of 2008.





**RECENT
      DEVELOPMENTS IN 2007**





·
            On
                September 17, 2007, the Company announced it has retained New York
                based
                PR and marketing communications firm, Lexicomm Group to plan and
                implement
                the roll out of its website and recording studios.  The Company
                expects to launch its website in October followed by installation
                of
                studios in malls in the coming
                months.





·
            On
                August 1, 2007, the Company appointed internationally renowned modeling
                agent (Naomi Campbell, Nicky Hilton) Paul Fisher to the position
                of Vice
                President of Marketing of the "modeling division" of Studio
                One.  Mr. Fisher will be responsible for interacting with
                modeling agencies to host monthly competitions for users of Studio
                One's
                interactive recoding studios.





·
            On
                June 27, 2007, highly acclaimed music video director, Lionel C. Martin,
                has joined Studio One Media, Inc. as Director of Video
                Production.  Mr. Martin will oversee the direction and creation
                of the "virtual video environments" that Studio One will offer users
                in
                its interactive high definition audio/video recording
                studios.  Labeled "The Godfather of Music Videos" by Sean
                "Diddy" Combs, Lionel has dominated the music video industry for
                over 20
                years. In one year alone, he directed 24 of America's top 50 music
                videos.





·
            On
                May 17, 2007, Studio One Media, Inc. announced it has contracted
                with
                American Integration Technologies, LLC ("AIT") of Chandler, Arizona,
                to
                manufacture the first Studio One interactive recording studio. AIT
                has the
                capacity to manufacture up to 60 studios per month. American Integration
                Technologies, LLC is a manufacturer and integrator of precision equipment
                for several industries, including the semiconductor, industrial,
                consumer,
                aerospace and medical industries.  AIT specializes in
                sophisticated engineering and integration of leading edge systems
                and
                equipment, precision sheet metal fabrication, tubular frame welding
                and
                machining.  AIT employs more than 250 highly skilled and trained
                personnel in a state of the art seven building campus comprising
                more than
                130,000 sq. ft.





·
            On
                April 17, 2007, the Company announced that it had finalized the
                acquisition of Studio One Entertainment, Inc., a private Arizona
                company,
                through an all-stock transaction.  The purchase is pursuant to
                an agreement entered into by the companies dated March 29,
                2006.  The purchase includes the exchange of 7,000,000
                restricted common shares of Studio One Media, Inc. for 100% of the
                issued
                and outstanding shares of Studio One Entertainment, Inc.  The
                purchase includes all right, title and interest to Studio One
                Entertainment's proprietary interactive recording studios, business
                plan
                and intellectual property, including pending patents, foreign and
                domestic
                and federal trademark applications.





·
            On
                March 15, 2007, Studio One Media, Inc. appointed Emmy award winner,
                Mr.
                Matthew Long, Vice President, Production.  Mr. Long has enjoyed
                an extensive career as a producer, director, editor, director of
                photography and writer for television, feature film and video
                productions.  Mr. Long will be responsible for producing and
                managing the video content for Studio One's interactive studios and
                related television production.





·
            On
                October 29, 2006, Studio One Media, Inc, entered into a Strategic
                Alliance
                and Purchase Agreement with Provision Interactive Technologies, Inc.,
                of
                Chatsworth, California.  The agreement provides SOMD the right
                to
                purchase Provision HoloVisionTM
                Systems in
                return for exclusivity in shopping malls and airports
                internationally.  The patented Provision HoloVisionTM
                system
                provides a lifelike three dimensional holographic image from a single
                video screen source.  Studio One intends to install one or more such
                systems on its proprietary interactive MyStudioTM video recording Studios
                for advertising and product
                identification.




·
              On
                  August 22, 2006, Shelly Yakus, Studio One Media, Inc. appointed
                  Shelly
                  Yakus as Vice President, audio engineering. Shelly Yakus is a renowned
                  audio engineer/mixer and recording studio designer.  Shelly has
                  engineered/mixed recordings for some of the world’s best known artists
                  including John Lennon, Stevie Nicks, Alice Cooper, Van Morrison,
                  Tom
                  Petty, Dire Straits, Blue Oyster Cult, Bob Seger, Amy Grant, Don
                  Henley,
                  U2 and Madonna.  Mr. Yakus is responsible for overseeing the
                  final parameters of the acoustical integrity and audio recording/mixing
                  technologies utilized in MyStudiosTM proprietary interactive recording
                  studios.


7




**ITEM
        1. DESCRIPTION OF BUSINESS.****-***continued*




**COMPETITIVE
      ADVANTAGES**





The
      Company knows of no competitors.  The Company believes that it will be
      the first to market with a recording studio with its functionality and quality
      combined with a groundbreaking website.  It would require a competitor
      significant time and capital to design, develop and manufacture a recording
      studio with similar functionality and features, giving the Company valuable
      time
      to gain consumer recognition and a foothold in the market. While the technology
      surrounding MyStudioTM is cutting edge and unique, the Company believes there are
      other factors that will separate the Company from competitors.  The
      Company has embarked on an aggressive intellectual property protection program
      which it believes will be a significant barrier to market entry to potential
      competitors.  In addition, the Company employs individuals who have
      long standing relationships and expertise in various segments of the
      entertainment and communications industries, which it expects will help
      facilitate the negotiation of favorable partnerships, sponsorships and industry
      support for MyStudioTM.





**TECHNOLOGICAL
      ADVANTAGES**





Studio
      One’s recording studio is based upon proprietary technology and other
      intellectual property which is the subject of 17 pending patents and 7 trademark
      applications (for which we have received 4 Notices of Allowance from the USPTO).
      The Company believes that its multi-year product development and engineering
      efforts have resulted in a multitude of technological advantages over any other
      stand alone video recording studio in operation.  The use of high
      definition recording, keying and audio processing ensures the finest quality
      audio and video available today and in the near future.





Color
      adjustable and dimmable LED lights provide lighting that adjusts for skin tone
      and the background environment chosen by the user.  Air is circulated
      and filtered every 90 seconds in the sound proof and sealed
      studio.  Multiple exterior monitors are used for advertising and
      studio information and examples of videos.  MyStudioTM is comprised of
      9 major components consisting of a floor, ceiling, door, 4 wall pieces and
      2 pay
      stations which are easily transportable and assembled onsite within
      hours.





**FINANCIAL
      IMPACT**





Each
      studio is expected to generate between $300,000 - $600,000 in revenue annually
      and the company hopes to have several hundred such machines in operation in
      2008.  If the initial launch is successful, the Company expects
      revenue will continue to escalate in following years as people become more
      familiar with the product and it becomes available in more locations, including
      internationally.  There are multiple potential revenue streams for the
      company in addition to the revenue generated from the studios, including
      revenues for advertising on its website.





**PATENTS,
      TRADEMARKS AND PROPRIETARY PROTECTION**





We
      rely
      on a combination of patent, trademark, copyright and trade secret laws in the
      U.S. and other jurisdictions as well as confidentiality procedures and
      contractual provisions to protect our proprietary technology and our
      brand.  We also enter into confidentiality and invention assignment
      agreements with our employees and consultants and confidentiality agreements
      with third parties, and we rigorously control access to proprietary
      technology.




The
        Company has embarked on an aggressive intellectual property program including
        the filing of 17 patent applications and 7 trademark applications (for which
        we
        have received 4 Notices of Allowance) with the U.S. Patent and Trademark
        Office
        all designed to protect what the Company believes is innovative and proprietary
        technology and applications derived from the extensive research and development
        program undertaken by its subsidiary, SO Entertainment.  All persons
        who were or could be deemed inventors have assigned all rights under these
        patent applications to SO Entertainment.
 
 Historically,
        when the Company engages in business transactions involving its technology,
        it
        enters into confidentiality agreements with all persons and entities who
        or
        which may have access to our technology.  However, no assurance can be
        given that such agreements, the pending patents, or any patents that may
        be
        issued to the Company will prevent third parties from developing similar
        or
        competitive technology.





8





**ITEM
        1. DESCRIPTION OF BUSINESS.****-***continued*




**EMPLOYEES**





As
      of the
      end of our fiscal year on June 30, 2007, we employed ten full-time employees
      consisting of three executives, six technical persons and one
      clerical/administrative person.  We expect to seek additional
      employees in the next year to handle anticipated potential growth.





We
      believe that our relationship with our employees is good.  None of our
      employees are members of any union, nor have they entered into any collective
      bargaining agreements.





**FACILITIES**





Pursuant
      to a lease originally dated January, 2006, we currently occupy approximately
      5,400 square feet of office space located at 7650 E. Evans Rd., Suite C,
      Scottsdale, Arizona 75260. The lease was extended for an additional year ending
      January 31, 2007.  The lease expense is $6,400 per month.





In
      anticipation of implementation of our business plan, subsequent to the end
      of
      our fiscal year, June 30, 2007, we have begun negotiations to lease
      approximately 10,000 additional square feet of office space, but no lease has
      yet been signed.





**RISK
      FACTORS**





**You
      should carefully consider the risks and other uncertainties described below
      and
      other information in this report.  If any of the following risks or
      uncertainties actually occur, our business, financial condition and operating
      results, would likely suffer.  Additional risks and uncertainties,
      including those that are not yet identified or that we currently believe are
      immaterial, may also adversely affect our business, financial condition or
      operating results.**





***Operations
      and Dependence on Future Developments.***





The
      Company has a history of losses and will likely realize future
      losses.  MyStudioTM has not yet been implemented in the market and is
      not presently generating revenues.





Pending
      the implementation of its business plan, the Company is dependent upon its
      management, certain shareholders and investors for its
      fundraising.  The Company expects additional operating losses will
      occur until revenue is sufficient to offset the level of costs to be incurred
      for marketing, sales, general and administrative and product and services
      development.  The Company is subject to all of the risks inherent in
      establishing a new start-up business enterprise.  Since the Company
      has no significant operations, there can be no assurance that its business
      plan,
      if executed at all, will be successful.  The potential for success of
      the Company must be considered in light of the problems, expenses, difficulties,
      complications and delays frequently encountered with the start-up of new
      businesses and the competitive environment in which the Company will
      operate.  A prospective investor should be aware that if the Company
      is not successful in achieving its goals and achieving profitability, any money
      invested in the Company will likely be lost.  The Company’s management
      team believes that its potential near-term success depends on the Company’s
      success in completing product development, manufacturing, marketing and selling
      its products and services.




We
        cannot
        be certain that if we create an executable business strategy that it will
        be
        executed at all, or if executed in full or in part that it will be
        successful.  As an early stage company we will be particularly
        susceptible to the risks and uncertainties described herein and we will be
        more
        likely to incur the expenses associated with addressing them.  Our
        business and prospects must be considered in light of the risks, expenses
        and
        difficulties frequently encountered by companies in early stages of
        development.  These risks are particularly severe among companies in
        new markets, such as those markets in which we expect we will
        operate.  Accordingly, shareholders will bear the risk of loss of
        their entire investment in the Company's shares.


9




**ITEM
      1. DESCRIPTION OF
      BUSINESS.****-***continued*




**RISK
      FACTORS** -
      *continued*





***Limited
      Capital and Need for Additional Financing.***





The
      funds
      currently available to the Company will be inadequate to implement the business
      plan of the Company.  Until the Company has achieved a sales level
      sufficient to break even, it will not be self-sustaining or be competitive
      in
      the areas in which it intends to operate.  The Company will require
      additional funding for continued operations and will therefore be dependent
      upon
      its ability to raise additional funds through bank borrowing, equity or debt
      financing, or asset sales.  We expect to need to access the public and
      private equity or debt markets periodically to obtain the funds we need to
      support our operations and continued growth.  There is no assurance
      that the Company will be able to obtain additional funding when needed, or
      that
      such funding, if available, can be obtained on terms acceptable to the Company.
       If we require, but are unable to obtain, additional financing in the
      future on acceptable terms, or at all, we will not be able to continue our
      business strategy, respond to changing business or economic conditions,
      withstand adverse operating results or compete effectively.  If the
      Company cannot obtain needed funds, the Company may be forced to curtail, in
      whole or in part, or cease its activities altogether.  When additional
      shares are issued to obtain financing, current shareholders will suffer a
      dilutive effect on their percentage of stock ownership in the Company.





The
      Company requires substantial capital to manufacture its recording
      studios.  Although the Company intends to engage in subsequent debt
      and equity offerings of its securities to raise additional working capital
      for
      operations and studio manufacturing, the Company has no firm commitments for
      any
      additional funding, either debt or equity, at the present
      time.  Insufficient financial resources may require the Company to
      delay or eliminate all or some of its development, marketing and sales plans,
      which could have a material adverse effect on the Company's business, financial
      condition and results of operations.  There is no certainty that the
      expenditures to be made by the Company will result in a profitable business
      proposed by the Company.





***Lack
      of Diversification.***





The
      size
      of the Company makes it unlikely that the Company will be able to commit its
      funds to diversify the business until it has a proven track record, and the
      Company may not be able to achieve the same level of diversification as larger
      entities engaged in this type of business.





***Competition.***





Many
      potential competitors have greater name recognition, industry contacts and
      more
      extensive customer bases that could be leveraged to accelerate their competitive
      activity.  Moreover, potential competitors may establish future
      cooperative relationships among themselves and with third parties to enhance
      their products and services in this market space in which the Company proposes
      to operate.  Consequently, competitors or alliances may emerge and
      rapidly acquire significant market share.  We cannot assure you that
      we will be able to compete effectively with any competitor should they arise
      or
      that the competitive pressures faced by us will not harm our business. Such
      intense competition will limit our opportunities and have a materially adverse
      effect on the Company’s profitability or viability.





***Performance
      - Market Acceptance.***





The
      quality of the Company’s products, services, its marketing and sales ability,
      and the quality and abilities of its personnel are among the operational keys
      to
      the Company’s success.  The Company is heavily dependant upon
      successfully completing its product development, gaining market acceptance
      and
      subsequently recruiting and training a successful sales and marketing
      force.  There can be no assurance that, even if the Company
      successfully completes its product development initiative, it will be successful
      in attracting, training or retaining the key personnel required to execute
      the
      business plan.  Also, there can be no assurance that the Company can
      complete development of new technology so that other companies possessing
      greater resources will not surpass it.  There can be no assurance that
      the Company can achieve its planned levels of performance.  If the
      Company is unsuccessful in these areas, it could have a material adverse effect
      on the Company's business, results of operations, financial condition and
      forecasted financial results.  The entertainment industry may resist
      the Company's business plan and refuse to participate in contests and other
      sponsorship events.  In that case the Company would be forced to fund
      and sponsor its own contests which would affect operating capital, liquidity
      and
      revenues.





10


**ITEM
        1. DESCRIPTION OF BUSINESS.**  **-***continued*
  **RISK
        FACTORS** -
        *continued*




***Dependence
      on Intellectual Property - Design and Proprietary
      Rights.***





Our
      success and ability to compete depends to a degree on our intellectual
      property.  We will rely on copyright and trademark law, patent filings
      as well as confidentiality arrangements, to protect our intellectual property
      locally and internationally.  Studio One Entertainment, Inc., has
      filed 17 patent applications relating to MyStudioTM and related technologies and
      processes, and while the Company believes the technologies, methods and
      processes merit patent protection, there is no assurance that any patent will
      be
      issued.  If circumstances make it impossible to try to adequately
      protect our intellectual property that intellectual property could be used
      by
      others without our consent and there could be material adverse consequences
      to
      the Company.





We
      have
      filed 7 trademark applications and have received Notices of Allowance on 4
      of
      those applications.  Effective protection may not be available for our
      service marks.  Although we plan to continue to register our service
      marks in the United States and in countries in which we do business or expect
      to
      do business, we cannot assure you that we will be able to secure significant
      protection for these marks.  Our competitors, if any exist, or others
      may adopt product or service names similar to those used by the Company, thereby
      impeding our ability to build brand identity and possibly leading to client
      confusion.  If circumstances make it impossible to adequately protect
      the name and brand, that result could seriously harm our business.





Policing
      unauthorized use of our intellectual property is made especially difficult
      by
      the global nature of the high technology industry and difficulty in controlling
      hardware and software.  The laws of other countries may afford us
      little or no effective protection for our intellectual property.  We
      cannot assure you that the steps we take will prevent misappropriation of our
      intellectual property or that agreements entered into for that purpose will
      be
      enforceable. In addition, litigation may be necessary in the future to enforce
      our intellectual property rights; determine the validity and scope of the
      proprietary rights of others; or defend against claims of infringement or
      invalidity.  Such litigation, whether successful or unsuccessful,
      could result in substantial costs and diversions of resources, either of which
      could seriously harm our business.  There can be no assurance that
      competitors of the Company, some of which have substantially greater resources,
      will not obtain patents or other intellectual property protection that will
      restrict the Company’s ability to make and sell its products.  If the
      Company were unsuccessful in protection of proprietary and intellectual property
      rights to the MyStudio**TM**, related business methods, and
      websites, it could have a material adverse effect on the Company's business,
      results of operations, financial condition and value, and forecasted financial
      results.





***Economic
      Downturn.***





The
      Company is susceptible to adverse impacts caused by economic downturns locally
      and in the markets in which it proposes to operate, as well as broader economic
      downturns affecting a region, or the particular industry sector in which the
      Company proposes to operate.  There can be no assurance that the
      Company will survive any such economic downturn, or if the Company does survive,
      that it will be capable of executing or furthering, to any meaningful degree,
      the originally conceived business plan.




***Some
      of Our Markets are Cyclical.***




Some
      of
      our markets are cyclical, and a decline in any of these markets could have
      a
      material adverse effect on our operating performance.   Our
      business is cyclical and dependent on consumer spending and is therefore
      impacted by the strength of the economy generally, interest rates, and other
      factors, including national, regional and local slowdowns in economic activity
      and job markets, which can result in a general decrease in product demand from
      professional contractors and specialty distributors.  For example, a
      slowdown in economic activity that results in less discretionary income for
      entertainment can have an adverse effect on the demand for some of our
      products.  In addition, unforeseen events, such as terrorist attacks
      or armed hostilities, could negatively affect our industry or the industries
      in
      which our customers operate, resulting in a material adverse effect on our
      business, results of operations and financial condition.







11




**ITEM
      1. DESCRIPTION OF BUSINESS.** - continued




**RISK
      FACTORS** -
      *continued*




***Disaster.***




A
      disaster that disables the Company’s operations will negatively impact the
      Company’s ability to perform for a period of time.




***Dependency
      on Foreign Components for our Products.***




We
      expect
      to source components for our products outside the United States, which may
      present additional risks to our business.  International sourcing of
      components subject to various risks, including political, religious and economic
      instability, local labor market conditions, the imposition of foreign tariffs
      and other trade restrictions, the impact of foreign government regulations,
      and
      the effects of income and withholding tax, governmental expropriation, and
      differences in business practices.  We may incur increased costs and
      experience delays or disruptions in product deliveries and payments in
      connection with international manufacturing and sales that could cause loss
      of
      revenue. Unfavorable changes in the political, regulatory, and business climate
      could have a material adverse effect on our financial condition, results of
      operations, and cash flows.




***Exposure
      to Product Liability Lawsuits.***




Our
      results of operations may be negatively impacted by product liability
      lawsuits.****While we expect to maintain what we believe to
      be suitable product liability insurance once we have commenced operations of
      services with the general public, we cannot assure you that we will be able
      to
      maintain this insurance on acceptable terms or that this insurance will provide
      adequate protection against potential liabilities.  A series of
      successful claims against us could materially and adversely affect our
      reputation and our financial condition, results of operations, and cash
      flows.




***Dependency
      on Key Suppliers and Product Availability.***




Loss
      of
      key suppliers, lack of product availability or loss of delivery sources could
      delay product development, manufacturing and decrease sales and
      earnings.  Our ability to manufacture is dependent upon our ability to
      obtain adequate product supply from manufacturers or other suppliers. While
      in
      many instances we have agreements, including supply agreements, with our
      suppliers, these agreements are generally terminable by either party on limited
      notice.  The loss of, or a substantial decrease in the availability
      of, products from certain of our suppliers, or the loss of key supplier
      agreements, could have a material adverse effect on our business, results of
      operations and financial condition.  In addition, supply interruptions
      could arise from shortages of raw materials, labor disputes or weather
      conditions affecting products or shipments, transportation disruptions or other
      factors beyond our control.




***Dependency
      on Long Supply Chains.***




In
      some
      cases we are dependent on long supply chains, which may subject us to
      interruptions in the supply of many of the products used in the manufacture
      of
      My Studio’sTM.****The length and complexity of these supply
      chains make them vulnerable to numerous risks, many of which are beyond our
      control, which could cause significant interruptions or delays in delivery
      of
      our products.  Factors such as labor disputes, changes in tariff or
      import policies, severe weather or terrorist attacks or armed hostilities may
      disrupt these supply chains.  A significant interruption in our supply
      chains caused by any of the above factors could result in increased costs or
      delivery delays and have a material adverse effect on our business, results
      of
      operations and financial condition.




***Fluctuations
      in Cost of Raw Materials.***




Our
      results of operations could be adversely affected by fluctuations in the cost
      of
      raw materials.****As a manufacturer we are subject to world
      commodity pricing for some of the raw materials used in the manufacture of
      our
      Kiosks.  Such raw materials are often subject to price fluctuations,
      frequently due to factors beyond our control, including changes in supply and
      demand, general U.S. and international economic conditions, labor costs,
      competition, and government regulation. Inflationary and other increases in
      the
      costs of raw materials have occurred in the past and may recur in the
      future.  Any significant increase in the cost of raw materials could
      reduce our profitability and have a material adverse effect on our business,
      results of operations and financial condition.







12





**ITEM
      1. DESCRIPTION OF BUSINESS.** - continued




**RISK
      FACTORS** -
      *continued*




***Regulatory
      Factors.***





Our
      business model includes a component involving the internet.  As such,
      we are subject to a number of foreign and domestic laws and regulations that
      effect business on the internet.  We must contend with laws and
      regulations relating to user privacy, freedom of expression, content,
      advertising, information security and intellectual property rights of
      others.  Possible future consumer legislation, regulations and actions
      could cause additional expense, capital expenditures, restrictions and delays
      in
      the activities undertaken in connection with our business, the extent of which
      cannot be predicted.  The exact affect of such legislation cannot be
      predicted until it is proposed.





***Terms
      of Subsequent Financing**.*





Terms
      of
      subsequent financings may adversely impact your investment.  We will
      engage in common equity, debt, or preferred stock financings in the
      future.  Your rights and the value of your investment in the common
      stock could be reduced. Interest on debt securities could increase costs and
      negatively impacts operating results.  Shares of our preferred stock
      may be issued in series from time to time with such designations, rights,
      preferences, and limitations as needed to raise capital.  The terms of
      preferred stock could be more advantageous to those investors than to the
      holders of common stock.  In addition, if we need to raise more equity
      capital from sale of common stock, institutional or other investors may
      negotiate terms at least as, and possibly more, favorable than the terms of
      your
      investment.  Shares of common stock which we sell could be sold into
      the market, which could adversely affect market price.





***Rapid
      Technological Change.***





The
      industry in which we operate is characterized by rapid technological change
      that
      requires us to implement new technologies on an ongoing
      basis*.*  Our future will depend upon our ability to
      successfully implement new technologies in a rapidly changing technological
      environment.  We will likely require additional capital to develop new
      technologies to meet changing customer demands.  Moreover,
      expenditures for technology and product development are generally made before
      the commercial viability for such developments can be assured.  As a
      result, we cannot assure that we will successfully implement new technologies,
      that any implementations will be well received by customers, or that we will
      realize a return on the capital expended to develop such
      technology.





***Effect
      of Fluctuations in Operations on Price of Common
      Stock.***





Our
      future operating results may fluctuate and cause the price of our common stock
      to decline, which could result in substantial losses for
      investors.****Our limited operating history and the lack of
      an established product make it difficult to predict accurately our future
      operations.  We expect that our operating results will fluctuate
      significantly from quarter to quarter, due to a variety of factors, many of
      which are beyond our control. If our operating results fall below the
      expectations of investors or securities analysts, the price of our common stock
      could decline significantly.  The factors that could cause our
      operating results to fluctuate include, but are not limited to:





·
            ability
                to commercialize MyStudioTM;


·
            changes
                in entertainment technology;


·
            price
                and availability of alternative entertainment available to the
                public;


·
            availability
                and cost of technology and marketing
                personnel;


·
            our
                ability to establish and maintain key relationships with industry
                partners;


·
            the
                amount and timing of operating costs and capital expenditures relating
                to
                maintaining our business, operations, and
                infrastructure;


·
            general
                economic conditions and economic conditions specific to the entertainment
                industry; and


·
            the
                ability to maintain a product margin on sales, given the early stage
                of
                our market for our products.





These
      and
      other external factors have caused and may continue to cause the market price
      and demand for our common stock to fluctuate substantially, which may limit
      or
      prevent investors from readily selling their shares of common stock and may
      otherwise negatively affect the liquidity of our common stock. In the past,
      securities class action litigation has often been brought against companies
      following periods of volatility in the market price of their
      securities.  If securities class action litigation were to be brought
      against us it could result in substantial costs and a diversion of our
      management’s attention and resources, which could hurt our
      business.





13


**ITEM
      1. DESCRIPTION OF BUSINESS.** - continued




**RISK
      FACTORS** -
      *continued*




***Our
      Common Stock is Subject to Penny Stock Regulations.***





Our
      common stock is subject to regulations of the Securities and Exchange Commission
      relating to the market for penny stocks.  These regulations generally
      require that a disclosure schedule explaining the penny stock market and the
      risks associated therewith be delivered to purchasers of penny stocks and impose
      various sales practice requirements on broker-dealers who sell penny stocks
      to
      persons other than established customers and accredited
      investors.  The regulations applicable to penny stocks may severely
      affect the market liquidity for our common stock and could limit your ability
      to
      sell your securities in the secondary market.





***Uncertainty
      as a Going Concern.***





Our
      future existence remains uncertain and the report of our auditors on our June
      30, 2007 financial statements contains a “going concern”
qualification.  The report of the independent auditors on our
      financial statements for the year ended June 30, 2007, includes an explanatory
      paragraph relating to our ability to continue as a going concern.  We
      have suffered substantial losses from operations, require additional financing,
      and have not yet brought MyStudioTM to market.  Ultimately we need to
      generate additional revenues and attain profitable operations.  These
      factors raise substantial doubt about our ability to continue as a going
      concern.  There can be no assurance that we will be able to develop
      commercially viable products or an effective marketing system.  Even
      if we are able to develop commercially viable products, there is no assurance
      that we will be able to attain profitable operations.





***Dilution;
      Dilutive Effect of Future Transactions.***





The
      Company currently has 11,362,739 shares of common stock, $0.001 par value,
      issued and outstanding.  The Company contemplates issuing a maximum of
      1,000,000 shares of common stock pursuant to a Non-Executive Employee Stock
      Incentive Plan approved by the Board on August 28, 2007, and further shares
      to
      certain of its management, directors, officers, employees and consultants in
      the
      immediate future.  The Company also has 524,044 shares of various
      classes of Convertible Preferred Stock outstanding, which can be converted
      to
      14,814 shares of common stock.  In addition, the Company has warrants
      outstanding that would permit, if exercised, the issuance of 925,847 additional
      shares of common stock at an average exercise price of $3.59.  The
      issuance of additional shares by the Company will result in a further dilution
      of the Company, which could be significant; meaning your percentage ownership
      of
      any such merged entity will be significantly less than your percentage ownership
      of the Company.  If the Company issues additional shares either
      outright or through any future options or warrants programs or requires
      additional financing, further dilution in value and in the percentage ownership
      represented by the purchaser’s Investment Units will occur.





Future
      equity transactions, including exercise of options or warrants, could result
      in
      dilution.****From time to time, we sell restricted stock,
      warrants, and convertible debt to investors in other private
      placements.  Because the stock is restricted, the stock is sold at a
      greater discount to market prices compared to a public stock offering, and
      the
      exercise price of the warrants sometimes is at or even lower than market
      prices.  These transactions cause dilution to existing
      stockholders.  Also, from time to time, options are issued to
      officers, directors, or employees, with exercise prices equal to
      market.  Exercise of in-the-money options and warrants will result in
      dilution to existing stockholders.  The amount of dilution will depend
      on the spread between the market and exercise price, and the number of shares
      involved but this dilution could be significant.





***Restrictions
      on Transfer - No Public Market for Restricted Shares.***





The
      shares of common stock of the Company are traded on the National Association
      of
      Securities Dealers’ (NASD) Over-the-Counter Bulletin Board (OTCBB) under the
      ticker symbol SOMD.  However, for shares that have been issued and are
      restricted pursuant to SEC Rule 144 of the Securities Act of 1933 (the “Act”)
      there is presently no public or private market for such Shares.  Such
      Shares may only be offered or sold pursuant to registration under or an
      exemption from the Act and have not been registered under the Act, as amended,
      or any State securities laws and are being issued under Section 4(2) of the
      Act
      and Rule 506 of Regulation D promulgated under the Act.





14




**ITEM
      1. DESCRIPTION OF BUSINESS.** - continued




**RISK
      FACTORS** -
      *continued*




***Expect
      to Incur Losses for the Foreseeable Future.***





We
      expect
      to incur losses for the foreseeable future****and we may
      never become profitable.  Although our current revenue model
      contemplates revenues from MyStudioTM sufficient to break-even within six to nine
      months, there is no assurance that these revenues will occur.  In
      addition, we expect our expenses to increase significantly as we develop the
      infrastructure necessary to implement our business strategy.  Our
      expenses will continue to increase as we: hire additional employees; pursue
      research and development; expand our information technology systems; and lease
      and purchase more space to accommodate our operations.





Costs
      associated with designing, developing, manufacturing, marketing and developing
      the infrastructure we will need to support our customers will depend upon many
      factors, including the number of MyStudioTM locations.  Therefore, we
      cannot now determine the amount by which our expenses will increase as we
      grow.





***Possible
      Claims That the Company Has Violated Intellectual Property Rights of
      Others.***





The
      Company is not subject to any dispute, claim or lawsuit or threatened lawsuit
      alleging the violation of intellectual property rights of a third
      party.  The Company believes MyStudioTM is not in violation of any
      patents claimed by others. To the extent that the Company is ever alleged to
      have violated a patent or other intellectual property right of a third party,
      it
      may be prevented from operating its business as planned, and it may be required
      to pay damages, to obtain a license, if available, to use the patent or other
      right or to use a non-infringing method, if possible, to accomplish its
      objectives.  Any of these claims, with or without merit, could subject
      the Company to costly litigation and the diversion of their technical and
      management personnel.  If the Company incurs costly litigation and its
      personnel are not effectively deployed, the expenses and losses incurred by
      them
      will increase, and their profits, if any, will decrease.





***Business
      Plans and Operational Structure May Change.***





We
      will
      continually analyze our business plans and internal operations in light of
      market developments.  As a result of this ongoing analysis, we may
      decide to make substantial changes in our business plan and
      organization.  In the future, as we continue our internal analysis and
      as market conditions and our available capital change, we may decide to make
      organizational changes and/or alter some or all of our overall business
      plans.





***Reliance
      on Management.***





The
      Company believes that its present management has the experience and ability
      to
      successfully implement its business plan for the foreseeable
      future.  However, it is likely that the Company will continue to add
      to its management and therefore will recruit additional persons to key
      management positions in the future.  Should the Company be
      unsuccessful in recruiting persons to fill the key positions or in the event
      any
      of these individuals should cease to be affiliated with the Company for any
      reason before qualified replacements can be found, there could be material
      adverse effects on the Company's business and prospects.  Each new
      officer, director, and other key personnel, will have an employment agreement
      with the Company which will contain provisions dealing with confidentiality
      of
      trade secrets, ownership of patents, copyrights and other work product, and
      non-competition.  Nonetheless, there can be no assurance that these
      personnel will remain employed for the entire duration of the respective terms
      of such agreements or that any employee will not breach covenants and
      obligations owed to the Company.





In
      addition, all decisions with respect to the management of the Company will
      be
      made exclusively by the officers and directors of the Company and its
      subsidiaries.  Investors will only have rights associated with
      minority ownership interest rights to make decisions that affect the
      Company.  The success of the Company, to a large extent, will depend
      on the quality of the directors, officers and senior management of the Company
      and subsidiaries.





***Inability
      to Attract and Retain Qualified Personnel.***





The
      future success of the Company depends in significant part on its ability to
      attract and retain key management, technical and marketing
      personnel.  Competition for highly qualified professional, technical,
      business development, and management and marketing personnel is
      intense.  We may experience difficulty in attracting new personnel,
      may not be able to hire the necessary personnel to implement our business
      strategy, or we may need to pay higher compensation for employees than we
      currently expect.  A shortage in the availability of required
      personnel could limit the ability of the Company to grow.  We cannot
      assure you that we will succeed in attracting and retaining the personnel we
      need to grow.





15





**ITEM
      1. DESCRIPTION OF BUSINESS.****-***continued*




**RISK
      FACTORS**-
      *continued*





***Inability
      to Manage Rapid Growth.***





The
      Company expects to grow very rapidly.  Rapid growth often places
      considerable operational, managerial and financial strain on a
      business.  To successfully manage rapid growth, the Company must
      accurately project its rate of growth and:





·
            rapidly
                improve, upgrade and expand its business
                infrastructures;


·
            deliver
                its product and services on a timely
                basis;


·
            maintain
                levels of service expected by clients and
                customers;


·
            maintain
                appropriate levels of staffing;


·
            maintain
                adequate levels of liquidity; and


·
            expand
                and upgrade its technology, transaction processing systems and network
                hardware or software or find third parties to provide these
                services.





Our
      business will suffer if the Company is unable to successfully manage its
      growth





***Effects
      of Amortization Charges.***





Our
      losses will be increased, or our earnings, if we have them in the future, will
      be reduced, by charges associated if the Company issues
      options.  Subsequent to June 30, 2007, we have adopted a stock
      incentive plan for the benefit of our directors, officers, employees and
      consultants.  The total unearned stock-based compensation will be
      amortized as a stock-based compensation expense in our consolidated financial
      statements over the vesting period of the applicable options or shares,
      generally three years in the case of options granted to employees, officers
      and
      directors and one year in the case of options granted to non-employee directors,
      consultants and third parties.  These types of charges may increase in
      the future.  The future value of these potential charges cannot be
      estimated at this time because the charges will be based on the future value
      of
      our stock.





***Dividend
      Policy***





There
      can
      be no assurance that the proposed operations of the Company will result in
      significant revenues or any level of profitability.  We do not
      anticipate paying cash dividends on our capital stock in the foreseeable
      future.  We plan to retain all future earnings, if any, to finance our
      operations and for general corporate purposes.  Any future
      determination as to the payment of dividends will be at our Board of Directors’
discretion and will depend on our financial condition, operating results,
      current and anticipated cash needs, plans for expansion and other factors that
      our Board of Directors considers relevant.  No dividends have been
      declared or paid by the Company, and the Company does not contemplate paying
      dividends in the foreseeable future.





***Conflicts
      of Interest.***





Existing
      and future officers and directors may have other interests to which they devote
      time, either individually or through partnerships and corporations in which
      they
      have an interest, hold an office, or serve on boards of directors, and each
      may
      continue to do so.  As a result, certain conflicts of interest may
      exist between the Company and its officers and/or directors that may not be
      susceptible to resolution.  All potential conflicts of interest will
      be resolved only through exercise by the directors of such judgment as is
      consistent with their fiduciary duties to the Company and it is the intention
      of
      management to minimize any potential conflicts of interest.





***Voting
      Control**.*





As
      a
      result of the acquisition of SO Entertainment, certain persons, either
      individually or acting together, are able to elect a majority of Directors
      or to
      authorize or defeat any proposal presented to the stockholders for
      action.








16





**ITEM
      1. DESCRIPTION OF BUSINESS.****-***continued*




**SELECTED
      FINANCIAL DATA**





Set
      forth
      below is selected financial data derived from the Company's Financial
      Statements, some of which appear elsewhere in this Report.  This data
      should be read in conjunction with the Financial Statements, included elsewhere
      in this Report.








Year
                Ended
              June
                30,
              2007
            
            
            Year
                Ended
              June
                30, 2006
            
            
            Year
                Ended
              June
                30, 2005
            
            
            Year
                Ended
              June
                30,
              2004
            
            
            Year
                Ended
              June
                30,
              2003Cash
            
            $
            417,236
            
            
            $
            207
            
            
            $
            ---
            
            
            $
            ---
            
            
            $
            ---Operating
                Revenue
            
            $
            ---
            
            
            $
            ---
            
            
            $
            ---
            
            
            $
            ---
            
            
            $
            ---Net
                Loss
            
            $
            (5,630,587
            )
            
            $
            (107,973
            )
            
            $
            (106,677
            )
            
            $
            (107,613
            )
            
            $
            (118,808
            )Net
                Loss per share of Common Stock
            
            $
            (0.80
            )
            
            $
            (0.08
            )
            
            $
            (0.10
            )
            
            $
            (0.10
            )
            
            $
            (0.11
            )Working
                Capital (deficit)
            
            $
            259,310
            
            
            $
            (496,520
            )
            
            $
            (1,322,130
            )
            
            $
            (1,264,203
            )
            
            $
            (1,178,340
            )Total
                Assets
            
            $
            1,759,007
            
            
            $
            588,306
            
            
            $
            ---
            
            
            $
            ---
            
            
            $
            ---Total
                Liabilities
            
            $
            385,477
            
            
            $
            1,078,526
            
            
            $
            1,322,130
            
            
            $
            1,264,203
            
            
            $
            1,178,340Stockholder’s
                Equity (deficit)
            
            $
            1,373,530
            
            
            $
            (490,490
            )
            
            $
            (1,322,130
            )
            
            $
            (1,264,203
            )
            
            $
            (1,178,340
            )







**ITEM
      2. DESCRIPTION OF PROPERTY.**





In
      January 2006, the Company entered into a one-year lease for approximately 5,400
      square feet of office space located at 7650 E. Evans Rd., Suite C, Scottsdale,
      Arizona 75260.  The lease was extended for an additional year ending
      January 31, 2007.  The lease expense is $6,400 per month.







**ITEM
      3. LEGAL PROCEEDINGS.**





To
      the best knowledge of our management,
      there are no material litigation matters pending or threatened against
      us.







**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS.**





On
      April
      16, 2007, a majority of the shareholders of the Company and a majority of the
      shareholders of SO Entertainment approved the acquisition of SO Entertainment
      by
      the Company.  No further matters were submitted to a vote of our
      securities holders during the fiscal year ended June 30, 2007.





17





**PART
      II**





**ITEM
      5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
      STOCKHOLDER MATTERS.**





**MARKET
      INFORMATION**





Studio
      One’s common stock has been traded on the Over the Counter Bulletin Board (the
      OTC Bulletin Board”) under the following various symbols:




DVGL
            -
            Prior
              to January 12, 1998DVUI
            -
            January
              12, 1998 to May 18, 2004DVSO
            -
            May
              18, 2004 to April 20, 2006SOMD
            -
            From
              April 20, 2006





The
      following table sets forth the range of high and low bid quotations for each
      fiscal quarter for the last two fiscal years.  These quotations
      reflect inter-dealer prices without retail mark-up, markdown, or commissions
      and
      may not necessarily represent actual transactions.




**PER
      SHARE COMMON STOCK BID PRICE BY
      QUARTER**





For the Fiscal Year
                Ending
                on June 30, 2007
            
            
            High
            
            
            LowQuarter Ended June
                30,
                2007
            
            
            6.80
            
            
            4.20Quarter Ended March
                31,
                2007
            
            
            6.95
            
            
            5.44Quarter Ended December
                31,
                2006
            
            
            6.90
            
            
            3.75Quarter Ended September
                30,
                2006
            
            
            4.05
            
            
            2.00





For the Fiscal Year
                Ending
                on June 30, 2006
            
            
            High
            
            
            LowQuarter Ended June
                30,
                2006
            
            
            4.00
            
            
            0.60Quarter Ended March
                31,
                2006
            
            
            3.00
            
            
            0.30Quarter Ended December
                31,
                2005
            
            
            4.50
            
            
            1.45Quarter Ended September
                30,
                2005
            
            
            4.90
            
            
            1.98





**HOLDERS**





As
      of
      June 30, 2007, the number of stockholders of record according to the Company’s
      transfer agent, not including beneficial owners whose shares are held by banks,
      brokers and other nominees, was approximately 325.  Because many of our
      shares are held by brokers and other institutions on behalf of shareholders,
      we
      are unable to estimate the total number of stockholders represented by these
      record holders.  Consequently, the actual number of stockholders of
      record as of the date of this Report was not available. The Company believes,
      however, that it has approximately 1,250 stockholders in total.





**DIVIDENDS**





The
      Company has paid no dividends on its Common Stock since its inception and does
      not anticipate or contemplate paying cash dividends in the foreseeable
      future.




Pursuant
      to the terms of the Company's Series A
      Convertible Preferred Stock, a 5% annual dividend is due and owing. Pursuant
      to
      the terms of the Company Series B Convertible Preferred stock, an 8% annual
      dividend is due and owing. As of June 30, 2007, the Company has not declared
      dividends on Series A or B preferred stock. The unpaid cumulative dividends
      totaled approximately $148,075.  See Note 6 of Notes to Financial
      Statements.





18





**ITEM
      5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
      RELATED STOCKHOLDER MATTERS.** - *continued*





**SUPPLEMENTAL
      DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES FOR FISCAL YEARS
      2007
      AND 2006**





**FISCAL
      YEAR 2007**





During
      fiscal year ended June 30, 2007, the Company accepted subscriptions for
      1,001,835 shares of unregistered restricted shares of common stock at an average
      price per share of $1.90 for a total of $1,899,500 and agreed to issue 847,163
      shares pursuant to warrants granted in connection with such
      placements.  The warrants may be exercised at any time within a
      two-year period beginning on the date of the respective investments at an
      average exercise price of $3.19.  In addition, the Company issued
      456,752 shares of common stock for consulting, legal and other services valued
      at $2,224,147 and 162,828 shares to retire $925,710 in debt and associated
      interest.  On April 17, 2007, the Company issued 7,000,000 shares in
      exchange for the shares of Studio One Entertainment, Inc., completing its
      acquisition of 100% of the issued and outstanding shares of SO
      Entertainment.





**FISCAL
      YEAR 2006**





During
      fiscal year ended June 30, 2006, the Company issued 478,571 unregistered
      restricted shares of common stock at a price per share of $0.42 for a total
      of
      $199,000; 839,227 shares of restricted common stock in purchase of three
      promissory notes made by SO Entertainment in 2004 and 2005 with total principal
      of $275,000 and accrued interest receivable of $38,360 for a total of $313,360;
      50,000 shares restricted common stock of the Company in purchase of 50,000
      shares of SO Entertainment common stock; and 300,000 shares of the Company's
      common stock to consultants for services rendered valued at
      $332,200.






**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS.**





**FISCAL
      YEARS 2007 AND 2006**





**RESULTS
      OF OPERATIONS**





The
      Company had no operating revenue in either fiscal year 2007 or
      2006.





The
      net
      loss for the fiscal year ended June 30, 2007, was $5,630,587 compared with
      a net
      loss of $107,973 for the fiscal year ended June 30, 2006.  As a result
      of the intensive research and development program embarked upon at the end
      of
      fiscal year 2006, Research & Development costs increased from zero in fiscal
      year 2006 to $457,670 in fiscal year 2007.  These costs included
      persons engaged on a contractual basis to develop MyStudioTM and its intellectual
      components, as well as outside expenses incurred to construct a working
      prototype and the first production model and the hardware and software necessary
      to make the studio fully operational.





General
      and Administrative costs for fiscal year 2007 increased by approximately $4.75
      million over fiscal year 2006 which included a one-time charge in fiscal year
      2007 in the amount of $2,322,269 for Stock Warrants issued to various investors
      in connection with equity raises during the year.  This increase is
      attributable to several events.  First, the active pursuit of the new
      business concept offered in connection with the then pending acquisition of
      Studio One Entertainment, Inc., was accompanied by expenses directly associated
      with the undertaking.  Additional personnel, such as software
      developers, design engineers, administrative staff and others were hired,
      increasing expenses substantially.  The largest increases in general
      and administrative expenses came, however, in the form of outside services
      secured by the Company without, for the most part, the outlay of
      cash.  These included: financial advisory services ($1,017,500), legal
      and professional services ($335,973), and technical and other services
      ($470,200).  For these services, the Company issued shares of common
      stock valued, for financial statement purposes, at the average between the
      high
      and low prices of the Company’s Common Stock on the date of grant.  In
      addition, the Company incurred a one-time charge in fiscal year 2007 in the
      amount of $2,322,269 for Stock Warrants issued to various investors in
      connection with equity raises
      during the year.  We elected to use the Black-Scholes option-pricing
      model to determine the fair value of stock option based awards under SFAS 123R,
      consistent with that used for pro-forma disclosures under SFAS No. 123,
*Accounting for Stock-Based Compensation*.





19




**ITEM
      6.
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.** *continued*




**RESULTS
      OF
      OPERATIONS** *continued*





In
      contrast to increases in general and administrative expenses, interest expense
      declined from $67,405 in fiscal year 2006 to $22,844 in fiscal year
      2007.  This decline is attributed to the reduction in outstanding
      short-term debt in the form of extinguishment and conversion as discussed below
      and elsewhere in this Report.





For
      the
      fiscal years 2007 and 2006 the Company did recognize other income of $8,267
      and
      $374,416, respectively, in the form of a gain on the extinguishment of
      indebtedness barred by the statute of limitations. The extinguishments of these
      various debts were non-cash transactions and did not result in an inflow of
      cash
      to the Company.





By
      virtue
      of the conversion of approximately $925,000 in debt to equity, the
      extinguishment of some $385,000 in indebtedness barred by the statute of
      limitations, and the infusion of new capital, the Company has improved its
      liquidity substantially.  At June 30, 2005, the Company had a Working
      Capital *deficit* of $1,322,130.  By the end of fiscal year
      2007, the Company had a Working Capital *surplus* of
      $259,310.





**NET
      OPERATING LOSSES**




We
      have
      accumulated approximately $30 million of net operating loss carryforwards as
      of
      June 30, 2007, which the Company believes may be offset against future taxable
      income through 2026.  The use of these losses to reduce future income
      taxes will depend on several factors including the generation of sufficient
      taxable income prior to the expiration of the net operating loss
      carryforwards.  In the event of certain changes in control, there will
      be an annual limitation on the amount of net operating loss carryforwards which
      can be used.  No tax benefit has been reported in the financial
      statements for the year ended June 30, 2007 because the potential tax benefits
      of the loss carryforward is offset by valuation allowance of the same
      amount.





**LIQUIDITY
      AND CAPITAL
      RESOURCES**





The
      Company had no revenue collections during the fiscal year ended June 30,
      2007.





Subsequent
      to 2002, when its then operations as Dimensional Visions Incorporated were
      discontinued, the Company has met its financial needs through debt financing
      and
      through the sales and issuances of its securities.  During the fiscal
      year ended June 30, 2007, the Company has undertaken several sales of
      non-registered securities in a series of private transactions.  The
      Company issued 1,001,835 unregistered restricted shares at an average price
      of
      $1.90 per share for a total of $1,899,500 and granted warrants to these security
      holders to acquire an additional 847,163 shares at an average exercise price
      of
      $3.19 at any time within two years after the dates of their respective
      investments.  All shares issued were subject to the restrictions set
      forth in Section 144 of the Securities Exchange Act of 1933.  The
      securities were sold only to persons who met the Accredited Investor
      requirements and other requirements set forth in the offering
      memoranda.





Based
      on
      the Company’s current plans, management has determined that the funds currently
      available to the Company will be inadequate to implement the business plan
      of
      the Company.  In addition, the Company is unable to provide assurance
      that its planned levels of revenue, costs and expenses will be
      achieved.  Until the Company has achieved a sales level sufficient to
      break even, it will not be self-sustaining or be competitive in the areas in
      which it intends to operate.  The Company will require additional funding
      for continued operations and will therefore be dependent upon its ability to
      raise additional funds through bank borrowing, equity or debt financing, or
      asset sales. We expect to need to access the public and private equity or debt
      markets periodically to obtain the funds we need to support our operations
      and
      continued growth.  There is no assurance that the Company will be able
      to obtain additional funding when needed, or that such funding, if available,
      can be obtained on terms acceptable to the Company.  If we require, but are
      unable to obtain, additional financing in the future on acceptable terms, or
      at
      all, we will not be able to continue our business strategy, respond to changing
      business or economic conditions, withstand adverse operating results or compete
      effectively.  If the Company cannot obtain needed funds, the Company
      may be forced to curtail, in whole or in part, or cease its activities
      altogether.  If additional shares are issued to obtain financing, current
      shareholders will suffer a dilutive effect on their percentage of stock
      ownership in the Company.





20




**ITEM
      6.
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.** *continued*


**LIQUIDITY
      AND CAPITAL
      RESOURCES** - *continued*




Although
      the Company intends to engage in a subsequent equity offering of its securities
      to raise additional working capital for operations, the Company has no firm
      commitments for any additional funding, either debt or equity,  at the
      present time.  Insufficient financial resources may require the
      Company to delay or eliminate all or some of its development, marketing and
      sales plans, which could have a material adverse effect on the Company's
      business, financial condition and results of operations. There is no certainty
      that the expenditures to be made by the Company will result in a profitable
      business proposed by the Company.




**RECENT
      ACCOUNTING
      PRONOUNCEMENTS.**




In
      September 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 157, "Fair Value Measurements" which defines
      fair value, establishes a framework for measuring fair value in generally
      accepted accounting principles (GAAP), and expands disclosures about fair value
      measurements.  Where applicable, SFAS No. 157 simplifies and codifies
      related guidance within GAAP and does not require any new fair value
      measurements. SFAS No. 157 is effective for financial statements issued for
      fiscal years beginning after November 15, 2007, and interim periods within
      those
      fiscal years. Earlier adoption is encouraged.  The Company does not
      expect the adoption of SFAS No. 157 to have a significant effect on its
      financial position or results of operation.




In
      June
      2006, the Financial Accounting Standards Board issued FASB Interpretation No.
      48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB
      Statement No. 109", which prescribes a recognition threshold and measurement
      attribute for the financial statement recognition and measurement of a tax
      position taken or expected to be taken in a tax return.  FIN 48 also
      provides guidance on de-recognition, classification, interest and penalties,
      accounting in interim periods, disclosure and transition. FIN 48 is effective
      for fiscal years beginning after December 15, 2006.  The Company does
      not expect the adoption of FIN 48 to have a material impact on its financial
      reporting, and the Company is currently evaluating the impact, if any, the
      adoption of FIN 48 will have on its disclosure requirements.





21





**ITEM
      7. FINANCIAL STATEMENTS.**




Our
      financial statements as of and for the fiscal years ended June 30, 2007 and
      2006
      have been examined to the extent indicated in their report by Moore &
Associates, Chartered, independent certified public accountants, and have been
      prepared in accordance with generally accepted accounting principles and
      pursuant to Regulation S-B as promulgated by the SEC.  The
      aforementioned financial statements are included herein starting with page
      F-1.








**INDEX
              TO THE FINANCIAL STATEMENTS**
            **PAGE**
              **NUMBER**Independent
              Auditor's Report
            F-1Financial
              StatementsConsolidated
                Balance Sheets
            F-2Consolidated
                Statements of Operations
            F-3Consolidated
                Statements of Stockholders' Equity
            F-4Consolidated
                Statements of Cash Flows
            F-5Notes
                to Financial Statements
            F-6
                - F-13








22




**MOORE
        & ASSOCIATES, CHARTERED**
 *ACCOUNTANTS
        AND ADVISORS*
 *PCAOB
        REGISTERED*
 
 
 REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
        the
        Board of Directors
 Studio
        One Media, Inc.
 Scottsdale,
        Arizona
 
 We
        have
        audited the accompanying balance sheet of Studio One Media, Inc. as of June
        30,
        2007 and 2006, and the related statements of operations, stockholders’ equity
        and cash flows for June 30, 2007 and 2006 and from Inception July 1, 2002
        through June 30, 2007 for the period then ended.  These financial
        statements are the responsibility of the Company’s management.  Our
        responsibility is to express an opinion on these financial statements based
        on
        our audits.
 
 We
        conducted our audits in accordance with standards of the Public Company
        Accounting Oversight Board (United States).  Those standards require
        that we plan and perform the audits to obtain reasonable assurance about
        whether
        the financial statements are free of material misstatement.  An audit
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the financial statements.  An audit also includes
        assessing the accounting principles used and significant estimates made by
        management, as well as evaluating the overall financial statement
        presentation.  We believe that our audits provide a reasonable basis
        for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Studio One Media, Inc. as of
        June
        30, 2006 and the results of its operations and its cash flows June 30, 2007
        and
        2006 and from Inception July 1, 2002 through June 30, 2007 for the period
        then
        ended, in conformity with accounting principles generally accepted in the
        United
        States of America.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern.  As discussed in Note 1 to the
        financial statements, the Company’s incurred losses of $30,475,960 and has no
        revenues as of June 30, 2007 which raises substantial doubt about its ability
        to
        continue as a going concern.  Management’s plans concerning these
        matters are also described in Note 1.  The financial statements do not
        include any adjustments that might result from the outcome of this
        uncertainty.
 
 
 ***/s/
        Moore & Associates, Chartered***
 
 Moore
        & Associates Chartered
 Las
        Vegas, Nevada
 September
        27, 2007
 
 
 
 *2675
        S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
        253-7501*
  F-1
  **STUDIO
      ONE MEDIA, INC.**


**(A
      Development Stage Company)**




CONSOLIDATED
      BALANCE
      SHEETS




**June
                30,**
            ****
            ****
            **June
                30,**
            ********
            ****
            **2007**
            ****
            ****
            **2006**ASSETSCurrent
                AssetsCash
            
            $
            417,236
            
            
            $
            207Accrued
                Interest Receivable
            
            
            -
            
            
            
            57,295Prepaid
                Expenses
            
            
            26,888
            
            
            
            -Notes
                Receivable-Current
            
            
            200,663
            
            
            
            430,404Investments
                - Securities
            
            
            -
            
            
            
            94,000Total
                Current Assets
            
            
            644,787
            
            
            
            581,906Property
                and Equipment, Net
            
            
            156,956
            
            
            
            -Total
                Property and Equipment
            
            
            156,956
            
            
            
            -Other
                AssetsDeposits
            
            
            6,400
            
            
            
            6,400Goodwill
            
            
            950,864
            
            
            
            -Total
                Other Assets
            
            
            957,264
            
            
            
            6,400Total
                Assets
            
            $
            1,759,007
            
            
            $
            588,306LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)Current
                LiabilitiesAccounts
                Payable and Accrued Expenses
            
            $
            255,975
            
            
            $
            352,058Notes
                Payable - Current
            
            
            129,502
            
            
            
            726,468Total
                Current Liabilities
            
            
            385,477
            
            
            
            1,078,526Long-Term
                Liabilities
            
            
            -
            
            
            
            -Total
                Liabilities
            
            
            385,477
            
            
            
            1,078,526Stockholders'
                Equity (Deficit)Preferred
                Stock, authorized 10,000,000 shares, par value $0.001;issued
                and oustanding are 524,044 shares at June 30, 2007and
                June 30, 2006, respectively
            
            
            524
            
            
            
            524Common
                Stock, authorized 100,000,000 shares, par value $0.001;issued
                and outstanding are 11,362,739 and 2,791,324 shares atJune
                30, 2007 and June 30, 2006, respectively
            
            
            11,363
            
            
            
            2,792Additional
                Paid in Capital
            
            
            31,837,603
            
            
            
            24,351,567Accumulated
                Deficit - Pre Development Stage
            
            
            (24,404,302
            )
            
            
            (24,404,302
            )Accumulated
                Deficit - Development Stage
            
            
            (6,071,658
            )
            
            
            (441,071
            )Total
                Stockholders' Equity (Deficit)
            
            
            1,373,530
            
            
            
            (490,490
            )Total
                Liabilities and Stockholders' Equity (Deficit)
            
            $
            1,759,007
            
            
            $
            588,036




The
      accompanying notes are an integral part of these financial
      statements.






F-2




**STUDIO
        ONE MEDIA, INC.**
 **(A
        Development Stage Company)**
  CONSOLIDATED
        STATEMENTSOF
        OPERATIONS
 
 ****
              ****
              ****
              ****
              ****
              **Cumulative**
              ********
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              **July
                  1, 2002**
              ********
              ****
              **Year
                  Ended**
              ****
              ****
              **Year
                  Ended**
              ****
              ****
              **through**
              ********
              ****
              **June
                  30, 2007**
              ****
              ****
              **June
                  30, 2006**
              ****
              ****
              **June
                  30,**
              ********
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              **2007**RevenuesSales
              
              $
              -
              
              
              $
              -
              
              
              $
              -Cost
                  of Sales
              
              
              -
              
              
              
              -
              
              
              
              -Gross
                  Profit
              
              
              -
              
              
              
              -
              
              
              
              -Operating
                  ExpensesGeneral
                  and Administrative Expenses
              
              
              5,158,340
              
              
              
              413,984
              
              
              
              5,697,424Research
                  and Development
              
              
              457,670
              
              
              
              -
              
              
              
              457,670Total
                  Operating Expenses
              
              
              5,616,010
              
              
              
              413,984
              
              
              
              6,155,094Loss
                  from Operations
              
              
              (5,616,010
              )
              
              
              (413,984
              )
              
              
              (6,155,094
              )Other
                  Income (Expense)Interest
                  Expense
              
              
              (22,844
              )
              
              
              (67,405
              )
              
              
              (298,247
              )Gain
                  on Extinguishment of Indebtedness
              
              
              8,267
              
              
              
              373,416
              
              
              
              381,683Total
                  Other Income (Expense)
              
              
              (14,577
              )
              
              
              306,011
              
              
              
              83,436Net
                  Loss
              
              $
              (5,630,587
              )
              
              $
              (107,973
              )
              
              $
              (6,071,658
              )Basic
                  Loss Per Share of Common Stock
              
              $
              (0.80
              )
              
              $
              (0.08
              )Weighted
                  Average Number of Shares
              
              
              7,077,032
              
              
              
              1,404,455




The
      accompanying notes are an integral part of these
      financial statements.





F-3





**STUDIO
        ONE MEDIA, INC.**
 **(A
        Development Stage Company)**
  CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS'
        EQUITY
 
 ****
              ****
              ****
              ****
              ****
              **Accumulated**
              ****
              ****
              **Accumulated**
              ****
              ****
              ****
              ********
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              **Deficit**
              ****
              ****
              **Deficit**
              ****
              ****
              ****
              ********
              ****
              **Preferred
                  Stock**
              ****
              ****
              **Common
                  Stock**
              ****
              ****
              **Paid
                  In**
              ****
              ****
              **Pre-Development**
              ****
              ****
              **Development**
              ****
              ****
              **Total**
              ********
              ****
              **Shares**
              ****
              ****
              **Amount**
              ****
              ****
              **Shares**
              ****
              ****
              **Amount**
              ****
              ****
              **Capital**
              ****
              ****
              **Stage**
              ****
              ****
              **Stage**
              ****
              ****
              **Equity**Balance,
                  June 30, 2002
              
              
              524,044
              
              
              $
              524
              
              
              
              1,065,984
              
              
              $
              1,066
              
              
              $
              23,343,180
              
              
              $
              (24,404,302
              )
              
              $
              -
              
              
              $
              (1,059,532
              )Common
                  Shares surrenderedand
                  cancelled
              
              
              -
              
              
              
              -
              
              
              
              (36,458
              )
              
              
              (36
              )
              
              
              36
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
                  Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (118,808
              )
              
              
              (118,808
              )Balance,
                  June 30, 2003
              
              
              524,044
              
              
              
              524
              
              
              
              1,029,526
              
              
              
              1,030
              
              
              
              23,343,216
              
              
              
              (24,404,302
              )
              
              
              (118,808
              )
              
              
              (1,178,340
              )Common
                  Shares issuedfor
                  services
              
              
              -
              
              
              
              -
              
              
              
              29,000
              
              
              
              29
              
              
              
              21,721
              
              
              
              -
              
              
              
              -
              
              
              
              21,750Net
                  Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (107,613
              )
              
              
              (107,613
              )Balance,
                  June 30, 2004
              
              
              524,044
              
              
              
              524
              
              
              
              1,058,526
              
              
              
              1,059
              
              
              
              23,364,937
              
              
              
              (24,404,302
              )
              
              
              (226,421
              )
              
              
              (1,264,203
              )Common
                  Shares issuedfor
                  services
              
              
              -
              
              
              
              -
              
              
              
              65,000
              
              
              
              65
              
              
              
              48,685
              
              
              
              -
              
              
              
              -
              
              
              
              48,750Net
                  Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (106,677
              )
              
              
              (106,677
              )Balance,
                  June 30, 2005
              
              
              524,044
              
              
              
              524
              
              
              
              1,123,526
              
              
              
              1,124
              
              
              
              23,413,622
              
              
              
              (24,404,302
              )
              
              
              (333,098
              )
              
              
              (1,322,130
              )Common
                  Shares issuedfor
                  services
              
              
              -
              
              
              
              -
              
              
              
              300,000
              
              
              
              300
              
              
              
              332,200
              
              
              
              -
              
              
              
              -
              
              
              
              332,500Common
                  Shares issued inpurchase
                  of promissory notes
              
              
              -
              
              
              
              -
              
              
              
              839,227
              
              
              
              839
              
              
              
              313,274
              
              
              
              -
              
              
              
              -
              
              
              
              314,113Common
                  Shares issued inpurchase
                  of securities
              
              
              -
              
              
              
              -
              
              
              
              50,000
              
              
              
              50
              
              
              
              93,950
              
              
              
              -
              
              
              
              -
              
              
              
              94,000Common
                  Shares issued for cash
              
              
              
              
              
              
              
              
              
              
              478,571
              
              
              
              479
              
              
              
              198,521
              
              
              
              
              
              
              
              
              
              
              
              199,000Net
                  Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (107,973
              )
              
              
              (107,973
              )Balance,
                  June 30, 2006
              
              
              524,044
              
              
              
              524
              
              
              
              2,791,324
              
              
              
              2,792
              
              
              
              24,351,567
              
              
              
              (24,404,302
              )
              
              
              (441,071
              )
              
              
              (490,490
              )Common
                  Shares issuedfor
                  services
              
              
              -
              
              
              
              -
              
              
              
              456,752
              
              
              
              457
              
              
              
              2,223,690
              
              
              
              -
              
              
              
              -
              
              
              
              2,224,147Common
                  Shares issued for cash
              
              
              -
              
              
              
              -
              
              
              
              1,001,835
              
              
              
              1,002
              
              
              
              1,898,498
              
              
              
              -
              
              
              
              -
              
              
              
              1,899,500Common
                  Shares for assets
              
              
              -
              
              
              
              -
              
              
              
              6,950,000
              
              
              
              6,950
              
              
              
              116,031
              
              
              
              -
              
              
              
              -
              
              
              
              122,981Fair
                  value of warrants granted
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              2,322,269
              
              
              
              -
              
              
              
              -
              
              
              
              2,322,269Common
                  Shares issued insatisfaction
                  of debt
              
              
              -
              
              
              
              -
              
              
              
              162,828
              
              
              
              162
              
              
              
              925,548
              
              
              
              -
              
              
              
              -
              
              
              
              925,710Net
                  Loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (5,630,587
              )
              
              
              (5,630,587
              )Balance,
                  June 30, 2007
              
              
              524,044
              
              
              $
              524
              
              
              
              11,362,739
              
              
              $
              11,363
              
              
              $
              31,837,603
              
              
              $
              (24,404,302
              )
              
              $
              (6,071,658
              )
              
              $
              1,373,530




The
      accompanying notes are an integral part of these
      financial statements.





F-4




**STUDIO
        ONE MEDIA, INC.**
 **(A
        Development Stage Company)**
  CONSOLIDATED
        STATEMENTS OF CASH
        FLOWS







****
            ****
            ****
            ****
            ****
            **Cumulative**
            ********
            ****
            **Year
                Ended**
            ****
            ****
            **Year
                Ended**
            ****
            ****
            **July
                1, 2002 through**
            ********
            ****
            **June
                30, 2007**
            ****
            ****
            **June
                30, 2006**
            ****
            ****
            **June
                30, 2007***Cash
                Flows From Operating Activities*Net
                Loss
            
            $
            (5,630,587
            )
            
            $
            (107,973
            )
            
            $
            (6,071,658
            )Adjustments
                to reconcile to cash fromoperating
                activities:Depreciation
            
            
            8,968
            
            
            
            -
            
            
            
            8,968Common
                stock issued for services
            
            
            2,224,147
            
            
            
            -
            
            
            
            2,245,897Fair
                value of warrants granted
            
            
            2,322,269
            
            
            
            -
            
            
            
            2,322,269Changes
                in Operating Assets & Liabilities:Accrued
                Interest Receivable
            
            
            57,295
            
            
            
            (57,295
            )
            
            
            -Notes
                Receivable
            
            
            229,741
            
            
            
            (430,404
            )
            
            
            (200,663
            )Prepaid
                Expenses
            
            
            (26,888
            )
            
            
            -
            
            
            
            (26,888
            )Investments
                - Securities
            
            
            94,000
            
            
            
            (94,000
            )
            
            
            -Deposits
            
            
            -
            
            
            
            (6,400
            )
            
            
            (6,400
            )Accounts
                Payable
            
            
            (96,353
            )
            
            
            (337,552
            )
            
            
            (171,525
            )Net
                Cash Used in Operating Activities
            
            
            (817,408
            )
            
            
            (1,033,624
            )
            
            
            (1,900,000
            )*Cash
                Flows from Investing Activities*Purchase
                of Property and Equipment
            
            
            (165,924
            )
            
            
            -
            
            
            
            (165,924
            )Purchase
                of Other Assets
            
            
            (827,883
            )
            
            
            -
            
            
            
            (827,883
            )Net
                Cash Used in Investing Activities
            
            
            (993,807
            )
            
            
            -
            
            
            
            (993,807
            )*Cash
                Flows from Financing Activities*Issuance
                of Common Stock
            
            
            1,899,500
            
            
            
            939,883
            
            
            
            2,888,133Issuance
                of Notes Payable
            
            
            328,744
            
            
            
            93,948
            
            
            
            422,892Net
                Cash from Financing Activities
            
            
            2,228,244
            
            
            
            1,033,831
            
            
            
            3,311,025Net
                Increase (Decrease) in Cash
            
            
            417,029
            
            
            
            207
            
            
            
            417,218Cash,
                Beginning of Period
            
            
            207
            
            
            
            -
            
            
            
            18Cash,
                End of Period
            
            $
            417,236
            
            
            $
            207
            
            
            $
            417,236Supplemental
                Cash Flow Disclosure:Cash
                Paid For:Interest
                Expense
            
            $
            -
            
            
            $
            67,405
            
            
            $
            230,842Income
                Taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -Non
                Cash Financing Activities:Common
                stock issued for assets
            
            $
            122,981
            
            
            $
            -
            
            
            $
            122,981










F-5
 
 **STUDIO
          ONE MEDIA, INC.**
 **NOTES
          TO FINANCIAL
          STATEMENTS**
 **JUNE
          30, 2007 AND 2006**


**Note
          1: Summary of Significant Accounting Policies**
 
 **DESCRIPTION
          OF BUSINESS, FINANCING AND BASIS OF FINANCIAL STATEMENT
          PRESENTATION**
 
 Studio
          One Media, Inc., (the “Company” or “SOMD”) was originally organized in Delaware
          on May 12, 1988, as Dimensional Visions Group, Ltd. The name was changed
          on
          January 15, 1998 to Dimensional Visions Incorporated. On February 8, 2006,
          it
          changed its name to Elevation Media, Inc., and on March 28, 2006 the Company’s
          name was changed to Studio One Media, Inc., as part of its overall plan
          to
          implement its revised business plan.
 
 Historically,
          the Company produced and marketed lithographically printed stereoscopic
          and
          animation print products. The Company, through its wholly owned subsidiary,
          InfoPak, Inc., developed a data delivery system that provides end users
          with
          specific industry printed materials by way of a portable hand-held reader.
          Data
          is acquired electronically from the data provided by mainframe systems
          and
          distributed through a computer network to all subscribers. InfoPak has
          ceased to
          operate and its corporate charter has been administratively
          terminated.
 
 Since
          becoming a Development Stage Company in 2002, the Company has financed
          its
          operations primarily through the sale of its securities. The Company has
          had no
          sales during the year ended June 30, 2007, or the years ended June 30,
          2006,
          2005, 2004 and 2003. The volume of business was not sufficient to support
          the
          Company's cost structure. Accordingly during April 2002 the Company ceased
          its
          prior operations and was reclassified as a development stage
          company.
 
 Effective
          May 6, 2004, the Company's stockholders approved a one for sixty Reverse
          Split
          of its common stock ("The Reverse Split"). The effect of the Reverse Split
          has
          been retroactively reflected as of July 1, 2002 in the financial statements.
          All
          references to number of shares issued conversions to common stock, per
          share
          amounts and stock option data have been restated to reflect the effect
          of the
          Reverse Split for the period presented.
 
 In
          April
          2006, the Company entered into an agreement to purchase Studio One
          Entertainment, Inc., a private Scottsdale, Arizona based company that is
          engaged
          in the design and manufacturing of a proprietary (patents pending), self
          contained interactive audio/video recording and conferencing studio designed
          for
          installation in shopping malls and other high traffic public areas (the
“Studio
          One Entertainment Agreement”). The Studio OneTM Kiosk will enable the public, for
          a fee, to record their video and voice images in a portable state-of-the-art
          recording studio environment and enter their performances in music, modeling
          and
          other talent related contests.
 
 On
          April
          17, 2007, the Company announced that it had finalized the purchase of Studio
          One
          Entertainment, Inc., (SOEI) through an all-stock transaction. The purchase
          is
          pursuant to an agreement entered into by the companies dated March 29,
          2006. The
          purchase includes the exchange of 7,000,000 restricted common shares of
          Studio
          One Media, Inc. for 100% of the issued and outstanding shares of Studio
          One
          Entertainment, Inc.   The purchase includes all right, title and
          interest to Studio One Entertainment's proprietary interactive recording
          studios, business plan and intellectual property, including pending patents,
          foreign patent rights and federal trademark applications.  Studio One
          Entertainment, Inc. will operate as a wholly owned subsidiary of Studio
          One
          Media, Inc. Accordingly, the financial statements present on a consolidated
          basis the operations of SOMD and SOEI.
 
 F-6
 
 **STUDIO
              ONE MEDIA, INC.**
 **NOTES
              TO FINANCIAL
              STATEMENTS**
 **JUNE
              30, 2007 AND 2006**
 **Note
            1: Summary of Significant Accounting Policies*****-**
            continued*
  **GOING
            CONCERN**
 
 The
            Company has incurred losses since inception of $30,475,960 and has no
            revenues
            which raises substantial doubt about its ability to continue as a going
            concern.
            The future of the Company as an operating business will depend on its
            ability to
            (1) obtain sufficient capital contributions and/or financing as may be
            required
            to sustain its operations and (2) ultimately achieve revenues from its
            personal
            recording studio kiosk business. Management's plan to address these
            issues includes, (a) continued exercise of tight cost controls to conserve
            cash,
            (b) obtaining additional financing, and (c) place in service its personal
            recording kiosks.
 
 The
          financial statements have been prepared on a going concern basis, which
          contemplates the realization and settlement of liabilities and commitments
          in
          the normal course of business. The available funds at June 30, 2007, are
          not
          sufficient to satisfy the present cost structure. Management recognizes
          that the
          Company must obtain additional funding to enable it to continue operations.
          Unless the Company is able to merge with or acquire another operating entity
          or
          other business combination it may not be able to continue as a going
          concern.
 
 Further,
          there can be no assurances, that the Company will achieve a sale, merger,
          or
          other business combination with another entity. In the event the Company
          is not
          able to accomplish a sale, merger, or other business combination with another
          entity, it may cease its operations and/or seek protection under the bankruptcy
          laws.
 
 **INCOME
          TAXES**
 
 The
          Company accounts for income taxes under the liability method. Deferred
          tax
          assets and liabilities are determined based on differences between the
          financial
          reporting and tax bases of assets and are measured using the enacted tax
          rates
          and laws that will be in effect when the differences are expected to
          reverse.
 
 **LOSS
          PER SHARE**
 
 Basic
          and
          diluted loss per common share is calculated using the weighted average
          number of
          common shares outstanding during the period. There are no dilutive effects
          from
          outstanding options, warrants and convertible securities on the weighted
          average
          number of common shares outstanding.
 
 **USE
          OF ESTIMATES**
 
 The
          preparation of financial statements in conformity with generally accepted
          accounting principles requires management to make estimates and assumptions
          that
          affect the reported amounts of assets and liabilities and disclosure of
          contingent assets and liabilities at the dates of the financial statements
          and
          the reported amounts of revenue and expenses during the reporting periods.
          Actual results could differ from those estimates.
 
 **STOCK-BASED
          COMPENSATION**
 
 In
          December 2004, the FASB issued FAS No. 123R, “Share-Based Payment.”
This statement is a revision to FAS No. 123, “Accounting for Stock-Based
          Compensation,” and it supersedes APB Opinion No. 25, “Accounting for Stock
          Issued to Employees,” and amends FAS No. 95, “Statement of Cash Flows.” FAS
          No. 123R requires all share-based payments to employees, including grants
          of employee stock options, to be recognized in the income statement based
          on
          their fair values.  The Company uses the Black-Scholes pricing model
          for determining the fair value of stock based compensation.
 
 Equity
          instruments issued to non-employees for goods or services are accounted
          for at
          fair value and are marked to market until service is complete or a performance
          commitment date is reached.
 
 **Impairment
          of Long-Lived Assets**
 
 The
          Company continually monitors events and changes in circumstances that could
          indicate carrying amounts of long-lived assets may not be recoverable.
          When such
          events or changes in circumstances are present, the Company assesses the
          recoverability of long-lived assets by determining whether the carrying
          value of
          such assets will be recovered through undiscounted expected future cash
          flows.
          If the total of the future cash flows is less than the carrying amount
          of those
          assets, the Company recognizes an impairment loss based on the excess of
          the
          carrying amount over the fair value of the assets. Assets to be disposed
          of are
          reported at the lower of the carrying amount or the fair value less costs
          to
          sell.
  F-7
 
 **STUDIO
            ONE MEDIA, INC.**
 **NOTES
            TO FINANCIAL
            STATEMENTS**
 **JUNE
            30, 2007 AND 2006**
  **Note
          2: Accounts Payable, Accrued Expenses**
 
 During
          July and August of 2001 the Company borrowed $45,000 and issued a 14%
          convertible debenture for $25,000 due in October 2001 and issued a 12%
          convertible debenture for $20,000 due in February 2002. Both debentures
          were in
          default under the terms of the debenture agreement. The $20,000 debenture,
          together with all accrued interest thereon, was converted to equity in
          the year
          ended June 30, 2007.  The Company continues to accrue interest on the
          remaining obligation. The debenture is convertible into 6,000 shares of
          the
          Company's common stock at $7.50 per share after given effect for the 1
          to 60
          share reverse split.
 
 During
          September and October 2001 the Company borrowed $180,000 from Suntine
          Enterprises, LLC, a limited liability company, and signed a 12% secured
          note
          that pledged the assets of the Company as collateral for the loan. The
          note was
          originally due on October 2, 2004 along with all unpaid accrued interest.
          Under
          the terms of the secured note the obligation was declared in default as
          a result
          of its insolvency. The Company continued to accrue interest under this
          obligation thru October 13, 2006, at which time it was extinguished by
          the
          issuance of shares of restricted common stock of the Registrant (see Note
          3).
 
 On
          January 29, 2002, an investor group (comprised of Russell H. Ritchie, Dale
          Riker, Cornerstone Wireless Communications, LLC), as the guarantor on the
          Company’s secured line of credit with Merrill Lynch, paid off this obligation
          after the loan was declared in default. The Company continued to accrue
          interest
          under this obligation thru October 13, 2006, at which time it was extinguished
          by the issuance of shares of restricted common stock of the
          Company.
 
 A
          summary
          of Accounts Payable and Accrued Expenses Follows:
 
 **6-30-07**
                ****
                ****
                ****
                **6-30-06**Accounts
                    Payable
                
                $
                220,090
                
                
                $
                45,253Accrued
                    Interest
                
                
                35,885
                
                
                
                306,805Salaries
                
                
                0
                
                
                
                0Total
                
                $
                255,975
                
                
                $
                352,058
  **Note
          3: Short-Term Borrowings**
 
 During
          July and August of 2001 the Company borrowed $45,000 and issued a 14%
          convertible debenture for $25,000 due in October 2001 and issued a 12%
          convertible debenture for $20,000 due in February 2002. Both debentures
          were in
          default under the terms of the debenture agreement. The $20,000 debenture,
          together with all accrued interest thereon, was converted to equity in
          the year
          ended June 30, 2007.  The Company continues to accrue interest on the
          remaining obligation. The debenture is convertible into 6,000 shares of
          the
          Company's common stock at $7.50 per share after given effect for the 1
          to 60
          share reverse split.
 
 During
          September and October 2001 the Company borrowed $180,000 from a limited
          liability company and signed a 12% secured note that pledged the assets
          of the
          Company as collateral for the loan. The note was originally due on October
          2,
          2004 along with all unpaid accrued interest. Under the terms of the secured
          note
          the obligation was declared in default as a result of its insolvency. In
          addition, on January 29, 2002, an investor group, as the guarantor on the
          secured line of credit with Merrill Lynch, paid off this obligation after
          the
          loan was declared in default. The debt holders under these two obligations
          were
          comprised of Russell H. Ritchie, Dale Riker, Cornerstone Wireless
          Communications, LLC, and Suntine Enterprises, LLC (the “debt holder
          group”).
 
 On
          April
          30, 2003, the Company entered into a settlement agreement and release with
          "the
          debt holder group," which includes the investor group representing $399,253
          of
          short term debt, the limited liability company of $180,000 of short term
          debt
          and an entity owned by the investor group which made disbursements of
          approximately $ 53,208 for the benefit of the Company through June 30,
          2004,
          which was included in accounts payable. The agreement called for all of
          debt
          holder group liabilities to be paid in full by issuing $50,000 in post
          reorganization unrestricted Company Common Stock and issuing $200,000 in
          post
          reorganization restricted Company Common Stock.
  F-8
 
 **STUDIO
            ONE MEDIA, INC.**
 **NOTES
            TO FINANCIAL
            STATEMENTS**
 **JUNE
            30, 2007 AND 2006**
  **Note
          3: Short-Term Borrowings** - *continued*
  The
          agreement required the Company's common stock to be issued within 10 days
          of the
          completion of the reorganization of the Company. At the time the stock
          is
          issued, interest accrued on the motes would be cancelled. The debt holder
          group
          would be permitted to liquidate up to $10,000 worth of the unrestricted
          common
          stock each month for five months commencing 10 days after receipt of the
          Company's Common Stock. The debt holder group might receive additional
          unrestricted stock if the Company's stock falls below $50,000 upon liquidation
          and additional shares of restricted stock if the price of the restricted
          shares
          fall below $200,000 one year after first receipt.
 
 On
          October 13, 2006, the Company entered into another agreement with the debt
          holder group pursuant to which it issued 137,500 shares of restricted common
          stock of the Registrant in extinguishment of $579,253 in short term debt
          and
          $313,024 in accrued interest. The debt was converted to equity at a per
          share
          conversion price of $6.49. This agreement, combined with the write-off
          of
          $373,416 in payables in June 2006, reduced the Company’s debt by $1,265,693. The
          October 13, 2006 agreement between the Company and the debt holder group
          supersedes the April 30, 2003 agreement and constitutes an accord and
          satisfaction of all liabilities and obligations owing by the Company to
          the debt
          holder group. A copy of the agreement between Studio One and the debt holder
          group is attached as Exhibit 10.1 to our Form 10-QSB for the period ended
          September 30, 2006.
 
 A
          summary
          of Short Term Borrowings Follows:
  **Rates**
                ****
                ****
                ****
                **6-30-07**
                ****
                ****
                ****
                **6-30-06**Investor
                    Group
                
                
                10
                %
                
                $
                0
                
                
                $
                493,201Convertible
                    Debentures
                
                
                14
                %
                
                
                25,000
                
                
                
                45,000Secured
                    Note
                
                
                12
                %
                
                
                0
                
                
                
                180,000Individual
                
                
                
                
                
                
                104,502
                
                
                
                8,267Total
                
                
                
                
                
                $
                129,502
                
                
                $
                726,468
 
 **Note
          4: Commitments and Contingencies**
 
 There
          are
          no legal proceedings, which the Company believes will have a material adverse
          effect on its financial position.
 
 The
          Company has not declared dividends on Series A or B Convertible Preferred
          Stock.
          The cumulative dividends in arrears through June 30, 2007 was approximately
          $137,525.
 
 The
          Company leases certain office facilities pursuant to a one-year lease that
          commenced February 2006. The lease expense is $6,720 per month. The Company
          has
          extended the term of the lease for one additional year to January 31,
          2008.
 
 **Note
          5: Common Stock**
 
 As
          of
          June 30, 2007, there are outstanding 558,678 non-public warrants and options
          to
          purchase the Company's common stock at prices ranging from $2.50 to $9.00
          with a
          weighted average price of $3.56 per share.
 
 As
          of
          June 30, 2007, there were 524,044 shares of various classes of Convertible
          Preferred Stock outstanding, which can be converted to 14,814 shares of
          common
          stock (see Note 6).
 
 As
          of
          June 30, 2007, there are convertible debentures outstanding that can be
          converted to 6,000 shares of common Stock (see Note 3).
  F-9
 
 **STUDIO
            ONE MEDIA, INC.**
 **NOTES
            TO FINANCIAL
            STATEMENTS**
 **JUNE
            30, 2007 AND 2006**
  **Note
          5: Common Stock** - *continued*
  During
          the year ended June 30, 2007, the Company issued 1,001,835 shares for $1,899,500
          in cash, 456,752 shares of the Company’s common stock for consulting services
          rendered to the Company valued at $2,224,146. The Company also issued 
6,950,000 shares for its wholly owned subsidiary valued at $116,031, and
          162,828
          shares in conversion of debt in the amount of $925,548.
 
 The
          total
          number of shares of the Company's common stock that would have been issued
          upon
          conversion of the outstanding warrants, options, preferred stock and loans
          converted equaled 579,492 shares as of June 30, 2007, and would be in addition
          to the 11,362,739 shares of common stock outstanding as of June 30,
          2007.
 
 
 **Note
          6:
          Preferred Stock**
 
 The
          Company has authorized 10,000,000 shares of $.001 par value per share Preferred
          Stock, of which the following were issued outstanding:
 
 Allocated
                
                
                OutstandingSeries
                    A Preferred
                
                
                100,000
                
                
                
                15,500Series
                    B Preferred
                
                
                200,000
                
                
                
                3,500Series
                    C Preferred
                
                
                1,000,000
                
                
                
                13,404Series
                    D Preferred
                
                
                375,000
                
                
                
                130,000Series
                    E Preferred
                
                
                375,000
                
                
                
                275,000Series
                    P Preferred
                
                
                600,000
                
                
                
                86,640Total
                    Preferred Stock
                
                
                2,650,000
                
                
                
                524,044
 
 The
          Company's Series A Convertible 5% Preferred Stock ("Series A Preferred"),
          100,000 shares authorized, is convertible into common stock at the rate
          of .027
          share of common stock for each share of the Series A Preferred. Dividends
          from
          date of issue, are payable from retained earnings, and have been accumulated
          on
          June 30 each year, but have not been declared or paid (see Note 4).
 
 The
          Company's Series B Convertible 8% Preferred Stock ("Series B Preferred")
          is
          convertible at the rate of .067 share of common stock for each share of
          Series B
          Preferred. Dividends from date of issue are payable on June 30 from retained
          earnings at the rate of 8% per annum and have not been declared or paid
          (see
          Note 4).
 
 The
          Company's Series C Convertible Preferred Stock ("Series C Preferred") is
          convertible at a rate of .007 share of common stock per share of Series
          C
          Preferred.
 
 The
          Company's Series D Convertible Preferred Stock ("Series D Preferred") is
          convertible at a rate of .034 share of Common stock per share of Series
          D
          Preferred.
 
 The
          Company's Series E Convertible Preferred Stock ("Series E Preferred") is
          convertible at a rate of .034 share of Common stock per share of Series
          E
          Preferred.
 
 The
          Company's Series P Convertible Preferred Stock ("Series P Preferred") is
          convertible at a rate of .007 share of common stock for each share of Series
          P
          Preferred.
 
 The
          Company's Series A Preferred, Series B Preferred, Series D Preferred and
          Series
          E Preferred were issued for the purpose of raising operating funds. The
          Series C
          Preferred was issued to certain holders of the Company's 10% Secured Notes
          in
          lieu of accrued interest and also will be held for future investment
          purposes.
 
 The
          Series P Preferred was issued to InfoPak shareholders in exchange for (1)
          all of
          the outstanding capital stock of InfoPak, (2) as signing bonuses for certain
          employees and a consultant of InfoPak, and (3) to satisfy InfoPak's outstanding
          debt obligations to certain shareholders.
  F-10
 
 **STUDIO
            ONE MEDIA, INC.**
 **NOTES
            TO FINANCIAL
            STATEMENTS**
 **JUNE
            30, 2007 AND 2006**
  **Note
          7: Stock Option Plan and Equity Incentive Plan**
 
 On
          November 15, 1999, the Board of Directors of the Company adopted the 1999
          Stock
          Option Plan (the "1999 Plan"). This plan was approved by a majority of
          our
          stockholders at our January 28, 2000, stockholders' meeting. The purpose
          of the
          1999 Plan is to advance the interests of the Company by encouraging and
          enabling
          acquisition of a financial interest in the Company by its officers and
          other key
          individuals. The 1999 Plan is intended to aid the Company in attracting
          and
          retaining key employees, to stimulate the efforts of such individuals and
          to
          strengthen their desire to remain with the Company. A maximum of 1,500,000
          shares of the Company's common stock are available to be issued under the
          1999
          Plan. The option exercise price will be 100% of the fair market value of
          the
          Company's common stock on the date the option is granted and will be exercisable
          for a period not to exceed 10 years from the date of grant.
 
 As
          of
          June 30, 2007, no stock options have been granted under this plan.
 
 The
          Company on June 13, 1996 adopted the 1996 Equity Incentive Plan (the "Plan")
          covering 10,000,000 shares of the Company's common stock $.001 par value,
          pursuant to which officers, directors, key employees and consultants of
          the
          Company are eligible to receive incentive, as well as non-qualified stock
          options, SAR's, and Restricted Stock and Deferred Stock. The Compensation
          Committee of the Board of Directors will administer the Plan, which expires
          in
          June 2006. Incentive stock options granted under the Plan are exercisable
          for a
          period of up to 10 years from the date of grant at an exercise price, which
          is
          not less than the fair market value of the common stock on the date of
          the
          grant, except that the terms of an incentive stock option granted under
          the Plan
          to a stockholder owning more than 10% of the outstanding common stock may
          not
          exceed five years and the exercise price of an incentive stock option granted
          to
          such a stockholder may not be less than 110% of the fair market value of
          common
          stock on the date of the grant. Non-qualified stock options may be granted
          on
          terms determined by the Compensation Committee of the Board of Directors.
          SAR’s,
          which give the holder the privilege of surrendering such rights for the
          appreciation in the Company's common stock between the time of grant and
          the
          surrender, may be granted on any terms determined by the Compensation Committee
          of the Board of Directors.
 
 Restricted
          stock awards entitle the recipient to acquire shares for no cash consideration
          or for consideration determined by the Compensation Committee. The award
          may be
          subject to restrictions, conditions and forfeiture as the Committee may
          determine. Deferred stock award entitles recipient to receive shares in
          the
          future. Since inception of this plan in 1996 through June 30, 2000, 5,102,978
          shares of common stock have been issued. As of June 30, 2007 and 2006,
          no
          options or SAR's have been granted. The Plan
          has now expired.
 
 On
          May
          17, 2004, the Company adopted an employee stock incentive plan setting
          aside
          100,000 shares of the Company’s common stock for issuance to officers,
          employees, directors and consultants for services rendered or to be rendered.
          A
          compensation committee appointed by the Board of Directors who shall have
          the
          right to grant awards or stock options administers the plan. On May 24,
          2004,
          the Company filed a Registration on Form S-8 with the Securities Exchange
          Commission covering the 100,000 shares provided by this plan, at a maximum
          offering price of $1.00 per share. As of June 30, 2007, the Company has
          issued
          all shares covered by the 2004 Stock Incentive Plan adopted by the Company
          on
          May 17, 2004.
 
 On
          October 13, 2006 the Company adopted an employee stock incentive plan setting
          aside 100,000 shares of the Company’s common stock for issuance to officers,
          employees, directors and consultants for services rendered or to be rendered.
          The proposed maximum offering price of such shares is $1.00 per share.
 A
          compensation committee appointed by the Board of Directors who shall have
          the
          right to grant awards or stock options administers the plan. On October
          13,
          2006, the Company filed a Registration on Form S-8 with the Securities
          Exchange
          Commission covering the 100,000 shares provided by this plan, at a maximum
          offering price of $1.00 per share. As of June 30, 2007, the Company has
          issued
          47,282 shares covered by the 2006 Stock Incentive Plan adopted by the Company
          on
          October 13, 2006, at a total amount of $282,380. As of June 30, 2007, 52,718
          remain unissued under this Plan. The value of shares issued pursuant to
          this
          Plan are based on the fair value of shares as prescribed by FAS No.
          123R.
 
  F-11
 
 **STUDIO
            ONE MEDIA, INC.**
 **NOTES
            TO FINANCIAL
            STATEMENTS**
 **JUNE
            30, 2007 AND 2006**
  **Note
          8: Income Taxes**
  SFAS
          No.
          109 requires the reduction of deferred tax assets by a valuation allowance
          if,
          based on the weight of available evidence, it is more likely than not that
          some
          or all of the deferred tax assets will not be realized. In the Company’s
          opinion, it is uncertain whether they will generate sufficient taxable
          income in
          the future to fully utilize the net deferred tax asset. Accordingly, a
          valuation
          allowance equal to the deferred tax asset has been recorded. The total
          deferred
          tax asset is calculated by multiplying a 35% estimated tax rate by the
          cumulative NOL of $22,890,000. The total valuation allowance is equal to
          the
          total deferred tax asset.
 
 The
          tax
          effects of significant items comprising the Company's net deferred taxes
          as of
          June 30, 2007 were as follows:
  Deferred tax assets:Goodwill
                
                $
                332,802Net operating loss carry
                    forwards
                
                
                8,011,5008,344,302Net deferred tax asset
                
                
                8,344,302Valuation allowance
                
                
                (8,344,302
                )Net
                    deferred tax asset reported
                
                $
                --
  The
          change in valuation allowance for the nine months ended June 30, 2007 was
          increased by approximately $129,628.
 
 There
          was
          no provision for current income taxes for the years ended June 30, 2007
          and
          2006.
 
 The
          federal net operating loss carry forwards of approximately $22,890,000
          expire in
          various years through 2027. In addition the Company has state carry forwards
          of
          approximately $8,011,000.
 
 The
          Company has had numerous transactions in its common stock.  Such
          transactions may have resulted in a change in the Company's ownership,
          as
          defined in the Internal Revenue Code Section 382.  Such change may result
          in an annual limitation on the amount of the Company's taxable income that
          may
          be offset with its net operating loss carry forwards.  The Company has not
          evaluated the impact of Section 382, if any, on its ability to utilize
          its net
          operating loss carry forwards in future years.
 
 **Note
           9.  The Effect of Recent Account Standards**
 
 In
          September 2006, the Financial Accounting Standards Board
          issued Statement of Financial Accounting Standards No. 157, “Fair Value
          Measurements” which defines fair value, establishes a framework for measuring
          fair value in generally accepted accounting principles (GAAP), and expands
          disclosures about fair value measurements. Where applicable, SFAS No. 157
          simplifies and codifies related guidance within GAAP and does not require
          any
          new fair value measurements. SFAS No. 157 is effective for financial
          statements issued for fiscal years beginning after November 15, 2007, and
          interim periods within those fiscal years. Earlier adoption is
          encouraged. The Company does not expect the adoption of SFAS No. 157
          to have a significant effect on its financial position or results of
          operation.
 
 In
          June
          2006, the Financial Accounting Standards Board  issued FASB
          Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an
          interpretation of FASB Statement No. 109”, which prescribes a recognition
          threshold and measurement attribute for the financial statement recognition
          and
          measurement of a tax position taken or expected to be taken in a tax
          return.  FIN 48 also provides guidance on de-recognition,
          classification, interest and penalties, accounting in interim periods,
          disclosure and transition. FIN 48 is effective for fiscal years beginning
          after
          December 15, 2006.  The Company does not expect the adoption of FIN 48
          to have a material impact on its financial reporting, and the Company is
          currently evaluating the impact, if any, the adoption of FIN 48 will have
          on its
          disclosure requirements.
  F-12
 
 **STUDIO
            ONE MEDIA, INC.**
 **NOTES
            TO FINANCIAL
            STATEMENTS**
 **JUNE
            30, 2007 AND 2006**
  **Note
           9.  The Effect of Recent Account Standards** -
*continued*
  In
          March
          2006, the Financial Accounting Standards Board issued Statement of Financial
          Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an
          amendment of FASB Statement No. 140.” This statement requires an entity to
          recognize a servicing asset or servicing liability each time it undertakes
          an
          obligation to service a financial asset by entering into a servicing contract
          in
          any of the following situations: a transfer of the servicer’s financial assets
          that meets the requirements for sale accounting; a transfer of the servicer’s
          financial assets to a qualifying special-purpose entity in a guaranteed
          mortgage
          securitization in which the transferor retains all of the resulting securities
          and classifies them as either available-for-sale securities or trading
          securities; or an acquisition or assumption of an obligation to service
          a
          financial asset that does not relate to financial assets of the servicer
          or its
          consolidated affiliates. The statement also requires all separately recognized
          servicing assets and servicing liabilities to be initially measured at
          fair
          value, if practicable, and permits an entity to choose either the amortization
          or fair value method for subsequent measurement of each class of servicing
          assets and liabilities. The statement further permits, at its initial adoption,
          a one-time reclassification of available for sale securities to trading
          securities by entities with recognized servicing rights, without calling
          into
          question the treatment of other available for sale securities under Statement
          115, provided that the available for sale securities are identified in
          some
          manner as offsetting the entity’s exposure to changes in fair value of servicing
          assets or servicing liabilities that a servicer elects to subsequently
          measure
          at fair value and requires separate presentation of servicing assets and
          servicing liabilities subsequently measured at fair value in the statement
          of
          financial position and additional disclosures for all separately recognized
          servicing assets and servicing liabilities. This statement is effective
          for
          fiscal years beginning after September 15, 2006, with early adoption permitted
          as of the beginning of an entity’s fiscal year. Management believes the adoption
          of this statement will have no immediate impact on the Company’s financial
          condition or results of operations.
       F-13
 **ITEM
          8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
          DISCLOSURE.**
 
 The
          auditor for the Company is the firm of Moore & Associates, Chartered, 2675
          S. Jones Blvd., Suite 109, Las Vegas, NV 89146, who were engaged on May
          18,
          2006.
 
 The
          audit
          reports of Moore & Associates on the financial statements for the year ended
          June 30, 2006 contained a separate paragraph stating:  "The Company
          has incurred losses since inception of $30,475,960 and has no revenues
          which
          raises substantial doubt about its ability to continue as a going
          concern.  The future of the Company as an operating business will
          depend on its ability to (1) obtain sufficient capital contributions and/or
          financing as may be required to sustain its operations and (2) ultimately
          achieve revenues from its personal recording studio kiosk business. Management's
          plan to address these issues includes, (a) continued exercise of tight
          cost
          controls to conserve cash, (b) obtaining additional financing, and (c)
          place in
          service its personal recording kiosks.  The financial statements have
          been prepared on a going concern basis, which contemplates the realization
          and
          settlement of liabilities and commitments in the normal course of
          business.  The available funds at June 30, 2007, are not sufficient to
          satisfy the present cost structure. Management recognizes that the Company
          must
          obtain additional funding to enable it to continue operations.  Unless
          the Company is able to merge with or acquire another operating entity or
          other
          business combination it may not be able to continue as a going
          concern.”
 
 There
          were no other adverse opinions, disclaimers of opinions, or qualifications
          or
          modifications as to uncertainty, audit scope, or accounting
          principles.
  During
          the two most recent fiscal years, there were no disagreements with Moore
&
Associates on any matter of accounting principles or practices, financial
          statement disclosure, or auditing scope or procedure which, if not resolved
          to
          the satisfaction of Moore & Associates, would have caused it to make
          reference to the subject matter of the disagreement in connection with
          its
          report.  The registrant has requested Moore & Associates to
          furnish it a letter addressed to the Commission stating whether it agrees
          with
          the above statements.
  There
          were no other "reportable events" as that term is described in Item
          304(a)(1)(iv) of Regulation S-B occurring within the registrant's two most
          recent fiscal years.
  During
          the registrant's two most recent fiscal years and May 18, 2006, the date
          prior
          to the engagement of Moore & Associates, Chartered, neither the registrant
          nor anyone on its behalf consulted Moore & Associates, Chartered, regarding
          the application of accounting principles to a specified transaction, either
          completed or proposed, or the type of audit opinion that might be rendered
          on
          the registrant's financial statements.
 
 
 **ITEM
          8A. CONTROLS AND PROCEDURES.**
 
 **Evaluation
          of disclosure controls and procedures**
 
 Our
          Chief
          Executive Officer, President, and Chief Financial Officer (the "Certifying
          Officers") are responsible for establishing and maintaining disclosure
          controls
          and procedures for the Company.  The Certifying Officers have designed
          such disclosure controls and procedures to ensure that material information
          is
          made known to them, particularly during the period in which this report
          was
          prepared.
 
 The
          Certifying Officers have evaluated the effectiveness of the Company's
“disclosure controls and procedures” (as defined in the Exchange Act, Rules
          13a-15(e) and 15-d-15(e)) as of the end of each of the periods covered
          by this
          report (the “Evaluation Date”).  Based upon that evaluation, the
          Certifying Officers concluded that, as of June 30, 2007 and June 30, 2006,
          our
          disclosure controls and procedures were effective to ensure that the information
          we were required to disclose in reports that we file or submit under the
          Securities and Exchange Act of 1934 is recorded, processed, summarized
          and
          reported within the time periods specified in Securities and Exchange Commission
          rules and forms.  The Certifying Officers based their conclusion on
          the fact that the Company had suspended operations in 2002 and had not
          recommenced operations, and that the activities requiring disclosure were
          de
          minimis, all of which were the subject of review by the Company’s outside
          auditors.  There have been no significant changes in internal controls
          or in other factors that could significantly affect internal controls subsequent
          to the date of their evaluation, including any corrective actions with
          regard to
          significant deficiencies and material weaknesses.
 
 **Internal
          Control over Financial Reporting**
 
 Management
          is responsible for establishing and maintaining adequate internal control
          over
          financial reporting for the Company.  Management used the framework of
          conducting an extensive review of existing documentation and transactions
          to
          make that evaluation.  As of June 30, 2007, the Company had a
          deficiency in internal controls. This deficiency is attributed to the fact
          that
          the Company has an inadequate number of persons knowledgeable about US
          GAAP
          principles among whom it can segregate accounting tasks within the company
          so as
          to ensure the separation of duties between those persons who approve and
          issue
          payment from those persons who are responsible to record and reconcile
          such
          transactions within the Company’s accounting system.  This control
          deficiency will be monitored and attention will be given to the matter
          as the
          Company begins operations as an active business entity. Management has
          concluded
          that this control deficiency constituted a material weakness that continued
          throughout fiscal year 2007.  There were no significant changes in our
          internal control over financial reporting or in other factors that occurred
          during our most recent fiscal quarter that have materially affected, or
          are
          reasonably likely to materially affect, internal control over financial
          reporting.
 
 The
          Company’s management is reviewing the Company’s internal controls over financial
          reporting to determine the most suitable recognized control
          framework.  The Company will give great weight and deference to the
          product of the discussions of the SEC’s Advisory Committee on Smaller Public
          Companies (the “Advisory Committee”) and the Committee of Sponsoring
          Organizations’ task force entitled Implementing the COSO Control Framework in
          Smaller Businesses (the “Task Force”).  Both the Advisory Committee
          and the Task Force are expected to provide practical, needed guidance regarding
          the applicability of Section 404 of the Sarbanes-Oxley Act to small business
          issuers.  The Company’s management intends to perform the evaluation
          required by Section 404 of the Sarbanes-Oxley Act at such time as the Company
          adopts a framework.  For the same reason, the Company’s independent
          registered public accounting firm has not issued an “attestation report” on the
          Company management’s assessment of internal controls.
 
 
 23
 
 **PART
          III**
 
 **ITEM
          9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
          AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.**
 
 The
          directors and executive officers of the Company are as follows:
 
 Name
                Age
                PositionPreston
                    J. Shea
                59
                Director,
                    President, CEO, SecretaryKenneth
                    R. Pinckard
                61
                Director,
                    Vice President, CFOBarry
                    M. Goldwater, Jr.
                69
                Director,
                    ChairmanShelly
                    Yakus
                61
                Vice
                    PresidentMatthew
                    Long
                41
                Vice
                    President
 
 The
          directors and officers of wholly owned operating subsidiary, Studio One
          Entertainment, Inc., are:
 
 Name
                Age
                PositionLawrence
                    G. Ryckman
                48
                Director,
                    President, CEO, Secretary
 
 **Preston
          J. Shea**, President, Secretary, and Director was the sole officer and
          director of the Company from September 2003 to March 2006.  He is
          licensed as an attorney in the State of Arizona and as a Barrister and
          Solicitor
          by the Law Society of Upper Canada in Ontario. From 1999 to present, he
          has been
          vice president and general counsel for an international business organization
          with offices in Canada and the United States and representative offices
          in
          Russian, China, Austria and Mexico. From 1990 to 1999, he practiced
          international immigration law and business law in Ontario, Canada, Detroit,
          Michigan and Phoenix, Arizona, with an emphasis on the North American Free
          Trade
          Agreement. Prior to that, from 1986 to 1990, he was employed by the government
          of Canada in various positions including Chief of Staff for the Federal
          Minister
          of the Environment, Special Assistant to the Federal Minister of International
          Trade, and as a Senior Investment Advisor in the Los Angeles offices of
          the
          Canadian Consulate. Prior to his tenure with the Canadian government, he
          was
          actively engaged in various legal and business positions in the private
          sector.
 
 **Kenneth
          Pinckard** is a member of the State Bar of Arizona with extensive
          experience in startup ventures, investments, corporate acquisitions and
          mergers,
          turn-arounds and reorganizations, corporate finance, tax, bankruptcy matters,
          and commercial real estate development, construction, management and leasing.
            Mr. Pinckard holds a B.B.A., Accounting from the University of Texas at
          Austin and a Juris Doctorate from the University of Houston.
 
 **Barry
          M. Goldwater, Jr.,** served as a U.S. Congressman for 14 years,
          representing a district in northern Los Angeles County.  Prior to that
          he was a stockbroker and partner in the Los Angeles securities firm of
          Noble
          Cook, Inc. (now Wedbush Securities) where he developed an institutional
          customer
          base and traded securities on all stock exchanges.  While in Congress,
          he served on a number of committees, including Committee on Science and
          Technology and the Joint Committee on Energy.  He authored the Privacy
          Act of 1974.  Since retiring from Congress in 1984, Barry has been
          actively involved in private business activities and has held a number
          of
          responsible positions involving finance and management.  He is
          presently on the Boards of two companies in addition to Studio
          One.  Mr. Goldwater holds a degree in Marketing from Arizona State
          University.
 
 **Shelly
          Yakus** is a renowned music producer, audio engineer/mixer and recording
          studio designer. Shelly has engineered/mixed recordings for some of the
          world’s
          best known artists including John Lennon, Stevie Nicks, Alice Cooper, Van
          Morrison, Tom Petty, Dire Straits, Blue Oyster Cult, Bob Seger, Amy Grant,
          Don
          Henley, U2 and Madonna. Known as “Golden Ears,” he is also widely respected for
          his expertise in recording studio design and acoustics. Mr. Yakus co-designed,
          equipped and supervised construction of the industry leading A&M music
          recording studios in Los Angeles and served as vice-president of A&M studios
          from 1985-1995. He was previously vice President of the Record Plant recording
          studios in New York and a partner at Tongue and Groove Studios in Philadelphia.
          The music that Mr. Yakus has engineered, produced or mixed has grossed
          over a
          billion dollars in sales and in 1999 he was nominated for induction into
          the
          Rock and Roll Hall of Fame. Mr. Yakus’ career and accomplishments are widely
          covered in publications such as Rolling Stone, Mix Magazine, Audio Engineer
          and
          Spin.
 
 24
 
 **ITEM
          9. DIRECTORS, EXECUTIVE OFFICERS,
          PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
          ACT.**- *continued*
 
 **Mr.
          Matthew Long,**an****Emmy Award winner, has enjoyed
          an extensive career as a producer, director, editor, director of photography
          and
          writer for television, feature film and video productions.  Mr. Long
          is responsible for producing and managing the video content for Studio
          One’s
          interactive studios and related television production.
 
 **Larry
          Ryckman** is an award winning entrepreneur and businessman with notable
          achievements in the Entertainment, High Technology and Sports
          industries.  Larry previously co-founded and served as president and
          CEO of entertainment/technology company, QSound, Ltd., which develops
          proprietary sound technologies for the entertainment, computer, cell phone
          and
          video game industries. During his tenure as president, QSound grew from
          a
          start-up to a NASDAQ listed, internationally recognized player in the industry
          and secured over a dozen patents.  Larry completed licensing and joint
          venture agreements with multi-national corporations such as Polygram, Nintendo,
          JVC, Coca Cola, and NEC.
 
 Directors
          serve until the next annual meeting or until their successors are qualified
          and
          elected. Officers serve at the discretion of the Board of
          Directors.
 
 **INDEMNIFICATION
          OF DIRECTORS AND OFFICERS**
 
 The
          Certificate of Incorporation and Bylaws of the Company provide that the
          Company
          will indemnify and advance expenses, to the fullest extent permitted by
          the
          Delaware General Corporation Law, to each person who is or was a director,
          officer or agent of the Company, or who serves or served any other enterprise
          or
          organization at the request of the Company (an "Indemnitee").  Under
          Delaware law, to the extent that an Indemnitee is successful on the merits
          of a
          suit or proceeding brought against him or her by reason of the fact that
          he or
          she was a director, officer or agent of the Company, or serves or served
          any
          other enterprise or organization at the request of the Company, the Company
          will
          indemnify him or her against expenses (including attorneys' fees) actually
          and
          reasonably incurred in connection with such action.  If unsuccessful
          in defense of a third-party civil suit or a criminal suit, or if such a
          suit is
          settled, an Indemnitee may be indemnified under Delaware law against both
          (i)
          expenses, including attorneys' fees, and (ii) judgments, fines and amounts
          paid
          in settlement if he or she acted in good faith and in a manner he or she
          reasonably believed to be in, or not opposed to, the best interests of
          the
          Company, and, with respect to any criminal action, had no reasonable cause
          to
          believe his other conduct was unlawful.  If unsuccessful in defense of
          a suit brought by or in the right of the Company, where the suit is settled,
          an
          Indemnitee may be indemnified under Delaware law only against expenses
          (including attorneys' fees) actually and reasonably incurred in the defense
          or
          settlement of the suit if he or she acted in good faith and in a manner
          he or
          she reasonably believed to be in, or not opposed to, the best interests
          of the
          Company except that if the Indemnitee is adjudged to be liable for negligence
          or
          misconduct in the performance of his or her duty to the Company, he or
          she
          cannot be made whole even for expenses unless a court determines that he
          or she
          is fully and reasonably entitled to indemnification for such
          expenses.  Also under Delaware law, expenses incurred by an officer or
          director in defending a civil or criminal action, suit or proceeding may
          be paid
          by the Company in advance of the final disposition of the
          suit, action or proceeding upon receipt
          of an undertaking by or on behalf of the officer or director to repay such
          amount if it is ultimately determined that he or she is not entitled to
          be
          indemnified by the Company.  The Company may also advance expenses
          incurred by other employees and agents of the Company upon such terms and
          conditions, if any, that the Board of Directors of the Company deems
          appropriate.  Insofar as indemnification for liabilities arising under
          the Act may be permitted to directors, officers or persons controlling
          the
          Company pursuant to the foregoing provisions, in the opinion of the Commission,
          such indemnification is against public policy as expressed in the Act and
          is
          therefore unenforceable.
 
 **COMPLIANCE
          WITH SECTION 16(a) OF THE EXCHANGE ACT**
 
 Section
          16(a) of the Securities Exchange Act of 1934 requires executive officers
          and
          directors, and persons who beneficially own more than 10% of any class
          of the
          Registrant’s equity securities (“Reporting Persons”) to file initial reports of
          ownership and reports of changes in ownership on Forms 3, 4 and 5 with
          the
          Securities and Exchange Commission (“SEC”).  Executive officers,
          directors and beneficial owners of more than 5% of any class of the Registrant’s
          equity securities are required by SEC regulations to furnish the Registrant
          with
          copies of all Section 16(a) forms they file.
 
 25
 
 **ITEM
          9. DIRECTORS, EXECUTIVE OFFICERS,
          PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
          ACT.**-
          *continued*
  **COMPLIANCE
          WITH SECTION 16(a) OF THE EXCHANGE
          ACT -***continued*
  Based
          solely on a review of the copies of such forms furnished to the Registrant
          during or with respect to fiscal 2007, and certain written representations
          from
          executive officers and directors, the Registrant is aware that the Directors
          and
          certain officers have inadvertently failed to file a Form 3 at the time
          of their
          respective election to the Board.  Except as stated in the preceding
          sentence, the Company believes that all Reporting Persons have complied
          on a
          timely basis with all filing requirements applicable to them.
 
 **CODE
          OF ETHICS**
 
 The
          Company maintains a Code of Ethics that was filed As Exhibit 14 with its
          Annual
          Report on Form 10-KSB for 2004 filed on November 15, 2004.  That code
          applies to the chief executive, financial and accounting officers, controller
          and persons performing similar functions.  If the Company amends the
          code or grants a waiver from the code with respect to the foregoing persons,
          it
          will post that amendment or waiver on its website.
 
 **AUDIT
          COMMITTEE**
 
 The
          Company’s Audit Committee consists of Messrs. Pinckard and
          Shea.  Neither of those members has been designated by the Board or
          the Audit Committee as an “audit committee financial expert.”  The
          Board is seeking to fill a board seat with a member that would fulfill
          that
          qualification.
 
 
 **ITEM
          10. EXECUTIVE COMPENSATION.**
 
 **SUMMARY
          COMPENSATION TABLE**
 
 The
          following table sets forth the total compensation earned by or paid to
          the
          Company's Officers for the last two fiscal years.  No officer of the
          Company earned more than $100,000 in the last three fiscal years.
 
 **Long
                    Term Compensation****Annual
                    Compensation**
                A**wards**
                **Payouts****Name
                      and Principal Position**
                **Fiscal**
                    **Year**
                **Salary
                      ($)**
                **Bonus
                      ($)**
                **Other
                      Annual Compensation ($)**
                **Restricted
                      Stock Award(s)****($)**
                **Securities
                      Underlying Options/**
                    **SARs
                      (#)**
                **LTIP**
                    **Payout****($)**
                **All
                    Other Compensation ($)**Preston
                    J. Shea  President,
                2007
                -0-
                -0-
                -0-
                -0-
                -0-
                -0-
                $53,500Secretary
                2006
                -0-
                -0-
                -0-
                -0-
                -0-
                -0-
                $ 
                        -0-Kenneth
                    R. Pinckard, Vice
                2007
                -0-
                -0-
                -0-
                -0-
                -0-
                -0-
                $59,800President,
                    Treasurer
                2006
                -0-
                -0-
                -0-
                -0-
                -0-
                -0-
                $     
                    -0-Shelly
                    Yakus, Vice
                2007
                -0-
                -0-
                -0-
                -0-
                -0-
                -0-
                $
                    6,000President
                2006
                -0-
                -0-
                -0-
                -0-
                -0-
                -0-
                $  
                      -0-Matthew
                    Long, Vice
                2007
                30,940
                -0-
                -0-
                -0-
                -0-
                -0-
                $   
                      -0-President
                2006
                -0-
                -0-
                -0-
                -0-
                -0-
                -0-
                $      -0-Lawrence
                    E. Meyers, Vice
                2007
                67,500
                -0-
                -0-
                -0-
                -0-
                -0-
                $ 6,000President
                2006
                -0-
                -0-
                -0-
                -0-
                -0-
                -0-
                $    
                     -0-Lawrence
                    G. Ryckman,
                2007
                -0-
                -0-
                -0-
                -0-
                -0-
                -0-
                $
                    6,000President
                    of Studio One
                2006
                -0-
                -0-
                -0-
                -0-
                -0-
                -0-
                $   
                      -0-Entertainment,
                    Inc.
 
 
 26
 
 **ITEM
          10. EXECUTIVE COMPENSATION.****-***continued*
  **EMPLOYMENT
          AND RELATED AGREEMENTS**
 
 The
          Company has no employment agreements with any of its current management.
 
 **EQUITY
          COMPENSATION PLANS**
 
 As
          of
          June 30, 2007 our equity compensation plans were as follows:
 
 ***1999
          Stock Option Plan***
 
 On
          November 15, 1999, the Board of Directors adopted the 1999 Stock Option
          Plan
          (the "1999 Plan").  This plan was approved by a majority of our
          stockholders on January 28, 2000.  The purpose of the 1999 Plan is to
          advance the interests of the Company by encouraging and enabling acquisition
          of
          a financial interest in the Company by its officers and other key
          individuals.  The 1999 Plan is intended to aid the Company in
          attracting and retaining key employees, to stimulate the efforts of such
          individuals and to strengthen their desire to remain with the
          Company.  A maximum of 1,500,000 shares of the Company's common stock
          is reserved for issuance under stock options to be issued under the 1999
          Plan.  The option exercise price will be 100% of the fair market value
          of the Company's common stock on the date the option is granted and will
          be
          exercisable for a period not to exceed 10 years from the date of grant.
          As of
          the date hereof, no options have been issued pursuant to this plan.
 
 ***2004
          Stock Incentive Plan***
 
 On
          February 28, 2004, the Board of Directors adopted the 2004 Stock Incentive
          Plan
          (the "2004 Plan").  The purpose of the 2004 Plan is to advance the
          interests of the Company by encouraging and enabling acquisition of a financial
          interest in the Company by its officers and other key
          individuals.  The 2004 Plan is intended to aid the Company in
          attracting and retaining key employees, to stimulate the efforts of such
          individuals and to strengthen their desire to remain with the
          Company.  A maximum of 100,000 shares of the Company's common stock is
          reserved for issuance under stock options to be issued under the 2004
          Plan.  On May 24, 2004, the Company filed a Registration on Form S-8
          with the Securities Exchange Commission covering the 100,000 shares provided
          by
          this plan, at a maximum offering price of $1.00 per share.  As of June
          30, 2007, the Company has issued all of the shares covered by the 2004
          Plan.
 
 ***2006
          Employee Stock Incentive Plan***
 
 On
          October 13, 2006, the Board of Directors adopted the 2006 Employee Stock
          Incentive Plan (the "2006 Plan"). The purpose of the 2006 Plan is to advance
          the
          interests of the Company by encouraging and enabling acquisition of a financial
          interest in the Company by its officers and other key
          individuals.  The 2006 Plan is intended to aid the Company in
          attracting and retaining key employees, to stimulate the efforts of such
          individuals and to strengthen their desire to remain with the
          Company.  A maximum of 100,000 shares of the Company's common stock is
          reserved for issuance under stock options to be issued under the 2006
          Plan.  On October 13, 2006, the Company filed a Registration on Form
          S-8 with the Securities Exchange Commission covering the 100,000 shares
          provided
          by this plan, at a maximum offering price of $1.00 per share.  As of
          June 30, 2007, the Company has issued 62,718 shares covered by the 2006
          Plan.
 
 ***2007
          Non-Executive Employee Stock Option Plan***
 
 Subsequent
          to June 30, 2007, the Board of Directors on August 28, 2007, approved the
          Non-Executive Employee Stock Option Plan.  The purpose of the Employee
          Stock Option Plan is to advance the interests of the Company by encouraging
          and
          enabling acquisition of a financial interest in the Company by employees
          and
          other key individuals.  The Employee Stock Option Plan is intended to
          aid the Company in attracting and retaining key employees, to stimulate
          the
          efforts of such individuals and to strengthen their desire to remain with
          the
          Company.  A maximum of 1,000,000 shares of the Company's common stock
          is reserved for issuance under stock options to be issued under the Employee
          Stock Option Plan.  The option exercise price will be 100% of the fair
          market value of the Company's common stock on the date the option is granted
          and
          will be exercisable for a period not to exceed 2 years from the date of
          grant.  The Employee Stock Option Plan is administered by the Board of
          Directors or, at its direction, the Compensation Committee comprised of
          officers
          of the Company.
 
 27
 
 **ITEM
          11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT.**
 
 The
          following table sets forth certain information, as of June 30, 2007, concerning
          shares of the Company’s common stock, the only class of securities that are
          issued and outstanding, held by (1) each stockholder known to own beneficially
          more than five percent of the common stock as of June 30, 2007 with the
          number
          of outstanding shares at 11,362,739, (2) each of the directors, (3) each
          of the
          executive officers, and (4) all of the directors and executive officers
          as a
          group:
 
 **Name
                    and Address of**
                  **Beneficial
                    Owner (1)**
                **Amount
                    and Nature of Beneficial Ownership**
                **Percent
                    of Class (2)**Preston
                    J. Shea
                  1
                    Yonge Street, Suite 1801
                  Toronto,
                    ON  M5E 1W7
                60,000
                    Direct
                  (4)
                0.52%Barry
                    M. Goldwater, Jr.
                  3104
                    E. Camelback Rd., #274
                  Phoenix,
                    AZ  85016
                50,000
                    Direct
                  (4)
                0.44%Kenneth
                    R. Pinckard
                  3104
                    E. Camelback Rd. #245
                  Phoenix,
                    AZ  85016
                None
                0.00%Lawrence
                    G. Ryckman
                  13470
                    N. 85th
                    Place
                  Scottsdale,
                    AZ  85260
                5,129,500
                    Indirect
                  (3)
                44.65%Paul
                    D. Fisher
                  8956
                    Wonderland Ave
                  Los
                    Angeles, CA  90046
                100,000
                    Direct
                0.87%Shelly
                    Yakus
                  1778
                    Lantana Drive
                  Minden,
                    NV  89423
                50,000
                    Direct
                0.44%Matthew
                    Long
                  17197
                    N. 54th
                    Avenue
                  Glendale,
                    AZ  85308
                25,000
                    Direct
                  (5)
                0.22%Andrea
                    Dworshak
                  20701
                    N. Scottsdale Rd., #107-235
                  Scottsdale,
                    AZ  85255
                700,000
                    Indirect
                  (6)
                6.09%Perry
                    D. Logan
                  420
                    Saint Andrews Court
                  Las
                    Vegas, NV  89144
                1,376,438
                    Direct
                11.98%
 
 
 **Officers
                    and Directors as a group (7 persons)**
                5,414,500
                46.70%
 
 
 28
  **ITEM
          11. SECURITY
          OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.** - *continued*
 
  (1)
                Except
                    as otherwise indicated, we believe that the beneficial owners
                    of Common
                    Stock listed above, based on information furnished by such owners,
                    have
                    sole investment and voting power with respect to such shares,
                    subject to
                    community property laws where applicable.  Beneficial ownership
                    is determined in accordance with the rules of the SEC and generally
                    includes voting or investment power with respect to
                    securities.
 
 (2)
                This
                    table is based on 11,362,739 shares of Common Stock outstanding
                    as of June
                    30, 2007 plus options to purchase 125,000 shares granted to two
                    directors
                    and on officer after the date of this Report.  Shares of Common
                    Stock subject to options or warrants currently exercisable, or
                    exercisable
                    within 90 days, are deemed outstanding for purposes of computing
                    the
                    percentage of the person holding such options or warrants, but
                    are not
                    deemed outstanding for purposes of computing the percentage of
                    any other
                    person.
 
 (3)
                The
                    shares indirectly attributed to Lawrence Ryckman are held by
                    affiliated entities.
 
 (4)
                Includes
                    Option to purchase 50,000 shares of Common Shares at $4.09 per
                    share that
                    have been approved by the Board as of the date of filing of this
                    Report.
 
 (5)
                Includes
                    Option to purchase 25,000 shares of Common Shares at $4.09 per
                    share that
                    have been approved by the Board as of the date of filing of this
                    Report.
 
 (6)
                The
                    shares beneficially owned by Andrea Dworshak are held through
                    Digital
                    Crossings, LLC, an entity in which she is the sole member and
                    manager.
 
  **ITEM
          12. CERTAIN RELATIONSHIPS AND RELATED
          TRANSACTIONS.**
 
 Other
          than as disclosed below, none of the Company’s present directors, officers or
          principal shareholders, nor any family member of the foregoing, nor, to
          the best
          of the Company’s information and belief, any of its former directors, senior
          officers or principal shareholders, nor any family member of such former
          directors, officers or principal shareholders, has or had any material
          interest,
          direct or indirect, in any transaction, or in any proposed transaction
          which has
          materially affected or will materially affect the Company.
  During
          the year ended June 30, 2006, Lawrence Ryckman, President of Studio One
          Entertainment, Inc., either directly or through affiliated entities, loaned
          the
          Company $93,948; during the year ended June 30, 2007, these same persons
          loaned
          an additional $43,400 to the Company.  These funds were advance to
          further the Research and Development Program of the Company.  During
          the year ended June 30, 2007, the Company repaid $40,566 of these
          loans.  At June 30, 2007, the amount owed Mr. Ryckman and his
          affiliated entities was $96,782.  These loans are demand notes, to be
          repaid at ten percent interest.
 
 On
          March
          29, 2006, the Company entered into an agreement to acquire 100% of the
          issued
          and outstanding shares of Studio One Entertainment, Inc., on a one-for-one,
          stock-for-stock basis.  The purchase of SO Entertainment was
          consummated on April 16, 2007.  At the date of the original agreement
          and the date of the exchange, Lawrence Ryckman, Paul Fisher and Digital
          Crossing
          owned or controlled directly or indirectly 6,387,500 of the 7 million shares
          of
          SO Entertainment exchanged for Common Shares of the Company.
 
 **Future
          Transactions**
 
 All
          future affiliated transactions are expected to be made or entered into
          on terms
          that are no less favorable to the Company than those that can be obtained
          from
          any unaffiliated third party. A majority of the independent, disinterested
          members of the Company’s Board of Directors are asked to approve future
          affiliated transactions. The Company believes that of the transactions
          described
          above have been on terms as favorable to it as could have been obtained
          from
          unaffiliated third parties as a result of arm’s length
          negotiations.
 
 **Conflicts
          of Interest**
 
 In
          accordance with the laws applicable to the Company, its directors are required
          to act honestly and in good faith with a view to the Company’s best interests.
          In the event that a conflict of interest arises at a meeting of the Board
          of
          Directors, a director who has such a conflict is expected to disclose the
          nature
          and extent of his interest to those present at the meeting and to abstain
          from
          voting for or against the approval of the matter in which he has a
          conflict.
 
 29
 
  **ITEM
          13. EXHIBITS**
 
 The
          following Exhibits are incorporated by reference:
 
 3.1(a)
                Articles
                    of Incorporation, dated May 12,
                    1988
 3.1
                Certificate
                    of Amendment of Articles of Incorporation of Dimensional Visions
                    Incorporated dated January 16, 2006, attached as Exhibit to Form
                    10-KSB
                    for FYE 6-30-06.
 3.2
                Certificate
                    of Amendment of Articles of Incorporation of Elevation Media,
                    Inc., dated
                    March 24, 2006, attached as Exhibit to Form 10-KSB for FYE
                    6-30-06.
 3.2(a)
                Bylaws
 3.3
                Certificate
                    of Amendment of Certificate of Incorporation of Dimensional Visions
                    Incorporated dated January 22, 2004, attached as Exhibit to Form
                    10-KSB
                    for FYE 6-30-06.
 4.1(a)
                Certificate
                     of  Designation  of Series A  Convertible
                     Preferred Stock, dated December 12,
                    1992
 4.2(a)
                Certificate
                     of  Designation  of Series B  Convertible
                     Preferred Stock, dated December 22,
                    1993
 4.3(a)
                Certificate
                     of  Designation  of Series P  Convertible
                     Preferred  Stock, dated September 11,
                    1995
 4.4(a)
                Certificate
                     of  Designation  of Series S  Convertible
                     Preferred Stock, dated August 28,
                    1995
 4.5(a)
                Certificate
                     of  Designation  of Series C  Convertible
                     Preferred  Stock, dated November 2,
                    1995
 4.6(a)
                Certificate
                     of  Designation of Series D and Series E Convertible Preferred
                    Stock dated August 25, 1999
 4.7(a)
                Form
                    of Warrant Agreement to debt holders, dated January 15,
                    1998
 4.8(a)
                Form
                    of Warrant Agreement to debt holders, dated April 8,
                    1998
 4.9(a)
                Form
                    of Warrant Agreement to participants in Private Placement dated
                    April 8,
                    1998
 4.10(b)
                Pledge
                    Agreement dated January 11, 2001 with Dale Riker and Russ
                    Ritchie
 4.11(b)
                Investment
                    Agreement dated December 13, 2000, with Swartz Private Equity,
                    LLC
 4.12(b)
                Merrill
                    Lynch Portfolio Reserve Loan and Collateral Account Agreement,
                    dated
                    January 12, 2002
 10.1(a)
                1996
                    Equity Incentive Plan
 10.2(a)
                1999
                    Stock Option Plan
 10.3(c)
                Employment
                    Agreement dated January 1, 2001, with John D.
                    McPhilimy
 10.4(c)
                Employment
                    Agreement dated July 1, 2001, with Bruce D.
                    Sandig
 10.5(d)
                Settlement
                    Agreement and Release dated April 30, 2003, between the Company
                    and
                    Russell H. Ritchie, Dale E. Riker, Suntine Enterprises, LLC,
                    and
                    Cornerstone Wireless Communications,
                    LLC.
 14(e)
                Dimensional
                    Visions, Inc. Code of Ethics, attached as Exhibit to Form 10-KSB
                    for FYE
                    6-30-04
 
 The
          following Exhibits are filed herewith:
  4.1
                Form
                  of Warrant issued to participants in 2007 Private Placements.10.1
                Stock
                  Purchase Agreement, dated March 29, 2006, between the Studio One
                  Entertainment, Inc. and Dimensional Visions Incorporated.10.2
                Exchange
                  Agreement between Studio One Media, Inc., and Studio One Entertainment,
                  Inc., dated April 16, 2007.
 10.3
                Accord
                    and Satisfaction, dated October 11, 2006, , between the Company
                    and
                    Russell H. Ritchie, Dale E. Riker, Suntine Enterprises, LLC,
                    and
                    Cornerstone Wireless Communications,
                    LLC.
 21.1
                Subsidiaries
                    of the Registrant
 23.1
                Consent
                    of Moore & Associates,
                    Chartered
 31.1
                Certification
                    of Chief Executive Officer pursuant to the Securities Exchange
                    Act of
                    1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section
                    302 of the
                    Sarbanes-Oxley Act of 2002.31.2
                Certification
                  of Chief Financial Officer pursuant to the Securities Exchange Act
                  of
                  1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302
                  of the
                  Sarbanes-Oxley Act of 2002.
 32.1
                Certification
                    of Chief Executive Officer pursuant to the Securities Exchange Act of
                    1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section
                    906 of the
                    Sarbanes-Oxley Act of 2002.32.2
                Certification
                  of Chief Financial Officer pursuant to the Securities Exchange
                  Act of
                  1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 906
                  of the
                  Sarbanes-Oxley Act of 2002.
 
 30
  **ITEM
          14 PRINCIPAL
          ACCOUNTING FEES AND SERVICES.**
  The
          following is a summary of the aggregate fees billed to Registrant by its
          principal accountant(s) for professional services rendered for the fiscal
          years
          ended June 30, 2007 and 2006.
 
 Fee
                  Category
                
                Fiscal
                    2007 Fees
                
                Fiscal
                    2006 FeesAudit Fees
                    (1)
                
                
                17,000
                
                
                18,000Audit-Related
                    Fees
                    (2)
                
                
                0
                
                
                0Tax Fees
                    (3)
                
                
                0
                
                
                0All Other Fees
                    (4)
                
                
                0
                
                
                0Total
                    Fees
                
                
                17,000
                
                
                18,000
  1.
          Audit
          Fees.  Consists of fees billed for professional services rendered for
          the audits of Registrant's financial statements for the fiscal years ended
          June
          30, 2007 and 2006, and for review of the financial statements included
          in
          Registrant's Quarterly Reports on Form 10-QSB for those fiscal
          years.
 
 2.
          Audit-Related Fees.  Consists of fees billed for services rendered to
          Registrant for audit-related services, which generally include fees for
          audit
          and review services in connection with a proposed spin-off transaction,
          separate
          audits of employee benefit and pension plans, and ad hoc fees for consultation
          on financial accounting and reporting standards.
 
 3.
          Tax
          Fees.  Consists of fees billed for services rendered to Registrant for
          tax services, which generally include fees for corporate tax planning,
          consultation and compliance.
 
 4.
          All
          Other Fees.  Consists of fees billed for all other services rendered
          to Registrant, which generally include fees for consultation regarding
          computer
          system controls and human capital consultations.  No services were
          performed related to financial information systems design and implementation
          for
          the fiscal years ended June 30, 2007 and 2006.
 
 None
          of
          the "audit-related," "tax" and "all other" services in 2007, as defined
          above,
          were approved by the Audit Committee in reliance on the de minimus exception
          to
          the preapproval requirements under federal securities laws and
          regulations.
 
 **Pre-Approval
          of Services of Principal Accounting Firm**
 
 The
          Audit
          Committee's written policy is to pre-approve all audit and permissible
          non-audit
          services provided by Registrant's principal accounting firm (independent
          auditor).  These services may include audit services, audit-related
          services, tax services and other permissible non-audit services.  Any
          service incorporated within the independent auditor's engagement letter,
          which
          is approved by the Audit Committee, is deemed pre-approved.  Any
          service identified as to type and estimated fee in the independent auditor's
          written annual service plan, which is approved by the Audit Committee,
          is deemed
          pre-approved up to the dollar amount provided in such annual service
          plan.
 
 During
          the year, the principal accounting firm may also provide additional accounting
          research and consultation services required by, and incident to, the audit
          of
          Registrant's financial statements and related reporting compliance. These
          additional audit-related services are pre-approved up to the amount approved
          in
          the annual service plan approved by the Audit Committee.  The Audit
          Committee may also pre-approve services on a case-by-case basis during
          the
          year.
 
 The
          Audit
          Committee's approval of proposed services and fees are noted in the meeting
          minutes of the Audit Committee and/or by signature of the Audit Committee
          on the
          engagement letter.  The principal accounting firm of Registrant and
          management are periodically requested to summarize the principal accounting
          firm
          services and fees paid to date, and management is required to report whether
          the
          principal accounting firm's services and fees have been pre-approved in
          accordance with the required pre-approval process of the Audit
          Committee.
 
 **Non-Audit
          Services**
  The
          Audit
          Committee of the Board of Directors has considered whether the provision
          of
          non-audit services by the Registrant's principal accountants is compatible
          with
          maintaining auditor independence.
  31
 
 **SIGNATURES**
 
 **In
          accordance with Section 13 or 15(d) of the Exchange Act, the registrant
          caused
          this report to be signed on its behalf by the undersigned, thereunto duly
          authorized.**
 
 
 **STUDIO
                    ONE MEDIA, INC.**Date: September
                    28, 2007
                By:
                /s/ Preston
                    J. Shea,Preston
                    J. Shea,Title  
                    President
 
 
 **In
          accordance with the Exchange Act, this report has been signed below by
          the
          following persons on behalf of the registrant and in the capacities and
          on the
          dates indicated**.
 
 
 **STUDIO
                    ONE MEDIA, INC.**Date: September
                    28, 2007
                By:
                /s/ Preston
                    J. Shea,Preston
                    J. Shea,Title:
                     Director, President,
                    Secretary
  **STUDIO
                    ONE MEDIA, INC.**Date: September
                    28, 2007
                By:
                /s/ Kenneth
                    R. PinckardKenneth
                    R. PinckardTitle: 
Director,
                    Vice
                    President, Chief Accounting Officer
 32