U.S. SECURITIES AND EXCHANGE COMMISSION




WASHINGTON,
D.C. 20549




FORM
10-QSB /A


First
Amendment




(Mark
One)




xQUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
quarterly period ended December 31, 2007




oTRANSITION 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.


(Exact
name of registrant as specified in its charter)




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







7650 E.
Evans Rd., Suite C


Scottsdale,
Arizona  85260


(Address
of principal executive offices) (Zip Code )





(480) 556-9303


(Registrant's
telephone number, including area code)







Indicate
by check mark whether the registrant: (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 period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes xNo  ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):




Large
accelerated filer    ̈            Accelerated
filer    ̈            Non-accelerated
filer   x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes   oNo   x





Transitional
Small Business Disclosure Format (check one): Yes oNo x




At
December 31, 2007, the number of shares outstanding of common stock, $0.001 par
value, was 12,388,930 shares.






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EXPLANATORY
NOTE





Studio
One Media, Inc., (the “Company”) is filing this Amendment No. 1 on Form 10-QSB/A
(the “Amendment”) to its Quarterly Report on Form 10-QSB for the quarterly
period ended December 31, 2007, which was originally filed on January 25, 2008
(the “Original Filing”), to correct the disclosure contained on the cover sheet
of the Original Filing and to include the event with respect to Shell Company
Status set forth in “Item 5. Other Information.”





The
Company incorrectly checked the box on the cover page of the Original Filing
indicating that it was a shell company when it was not.





Other
than these changes, this Amendment does not amend, update or change any other
disclosures contained in the Original Filing.  This Amendment has no
effect on our financial statements and accompanying notes.








PART
II - OTHER INFORMATION





ITEM 5. OTHER INFORMATION





The
following event is added to those contained in Item 5. “Other Information”
contained in the Original Filing.





Shell
Company Status





When
Studio One’s predecessor company, Dimensional Visions Incorporated, ceased
operations in 2002, the Company reverted to what is known as a shell
company.  The SEC has recently amended the provisions of Rule 144,
effective February 2008 relating to shell companies.  Those changes
provide, among other things, that the provisions of Rule 144 concerning the
resale of restricted or non-restricted securities are not available to
shareholders of an issuer that had been a shell company (as defined in Rule
12b-2 under the Securities Exchange Act of 1934, as amended) until it ceases to
be a shell company and one year has elapsed from the date that the issuer filed
“Form 10 information” with the Commission.




Studio
One Media, Inc. (the “Company”) ceased being a shell company on April 17,
2007, when it finalized the purchase of Studio One Entertainment,
Inc.  Form 10-KSB filed by Studio One Media, Inc. (the “Company”) for
the year ended June 30, 2007, and the Company’s Form 10-QSB for the
quarterly periods ended September 30, 2007 and December 31, 2007
incorrectly indicated that the Company remained a shell
company.




On
September 28, 2007, upon filing of its Form 10-KSB for the fiscal year ended
June 30, 2007, the Company filed all of its “Form 10 Information” with the
Securities and Exchange Commission.  The disclosure made under the
above mentioned Form 10-KSB is incorporated by reference
herein.   On May 12, 2008, the Company filed a Form 8-K providing
information with respect to the change in its status as a shell company,
incorporating by reference the exhibits set forth in the Form 10-KSB for
the fiscal year ended June 30, 2007.







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:  May
      27, 2008
            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:  May
      27, 2008
            By:
            /s/ Preston
      J. Shea,Preston
      J. Shea,Title:
       Director, President,
Secretary




STUDIO
      ONE MEDIA, INC.Date:  May
      27, 2008
            By:
            /s/ Kenneth
      R. PinckardKenneth
      R. PinckardTitle: 
      Director, Vice President, Chief Accounting Officer






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