**U.S.
      SECURITIES AND EXCHANGE COMMISSION**




WASHINGTON,
      D.C. 20549




**FORM
      10-QSB**


(Mark
      One)






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




For
      the
      quarterly period ended September 30, 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   x    No    ̈




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   x    No    ̈





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




At
      September 30 2007, the number of shares outstanding of common stock, $0.001
      par
      value, was 11,640,613 shares.


1





**STUDIO
                ONE MEDIA, INC.****INDEX****PART
                1 – FINANCIAL INFORMATION****PAGE
                  NUMBER**Item 1.
            Financial
                Statements (Unaudited)
            3Balance
                Sheets – September 30, 2007 and June 30, 2007
            3Statements
                of Operations - For the three months ended September 30, 2007 and
                2007,
                and cumulative  from July 1, 2002 through September 30,
                2007
            4Statements
                of Stockholders’ Deficiency - For the year ended June 30, 2002, 2003,
                2004, 2005, 2006 and 2007 and the three months ended September 30,
                2007
            5Statements
                of Cash Flows - For the three months ended September 30, 2007 and
                2006,
                and cumulative from July 1, 2002 through September 30,
                2007
            7Notes
                to Financial Statements
            8Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            16Item
                3.
            Controls
                and Procedures
            22**PART
                II - OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            22Item
                1A.
            Risk
                Factors
            22Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            31Item
                3.
            Defaults
                Upon Senior Securities
            32Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            32Item
                5.
            Other
                Information
            32Item
                6.
            Exhibits
            32SIGNATURES
            33



















2


**PART
      I - FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL
      STATEMENTS**




**STUDIO
      ONE MEDIA, INC.**


(A
      Development Stage Company)




**CONSOLIDATED
      BALANCE SHEETS**


**September
                  30,**
              ****
              ****
              **June
                  30,**
              ********
              ****
              **2007**
              ****
              ****
              **2007**
              ********
              ****
              **(unaudited)**
              ****
              ****ASSETSCurrent
                  AssetsCash
              
              $
              342,778
              
              
              $
              417,236Accrued
                  Interest Receivable
              
              
              -
              
              
              
              -Prepaid
                  Expenses
              
              
              38,609
              
              
              
              26,888Notes
                  Receivable-Current
              
              
              175,664
              
              
              
              200,663Other
                  Current Assets
              
              
              2,000
              
              
              
              -Total
                  Current Assets
              
              
              559,051
              
              
              
              644,787Property
                  and Equipment, Net
              
              
              267,840
              
              
              
              156,956Other
                  AssetsOther
                  Assets
              
              
              8,038
              
              
              
              -Deposits
              
              
              6,400
              
              
              
              6,400Goodwill
              
              
              950,864
              
              
              
              950,864Total
                  Other Assets
              
              
              965,302
              
              
              
              957,264Total
                  Assets
              
              $
              1,792,193
              
              
              $
              1,759,007LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)Current
                  LiabilitiesAccounts
                  Payable and Accrued Expenses
              
              $
              187,124
              
              
              $
              255,975Notes
                  Payable - Current
              
              
              151,732
              
              
              
              129,502Total
                  Current Liabilities
              
              
              338,856
              
              
              
              385,477Long-Term
                  Liabilities
              
              
              -
              
              
              
              -Total
                  Liabilities
              
              
              338,856
              
              
              
              385,477Stockholders'
                  Equity (Deficit)Preferred
                  Stock, authorized 10,000,000 shares, par value $0.001;issued
                  and oustanding are 524,044 shares at September 30, 2007and
                  June 30, 2007, respectively
              
              
              524
              
              
              
              524Common
                  Stock, authorized 100,000,000 shares, par value $0.001;issued
                  and outstanding are 11,640,613 and 11,362,739 shares atSeptember
                  30, 2007 and June 30, 2007, respectively
              
              
              11,641
              
              
              
              11,363Additional
                  Paid in Capital
              
              
              33,254,180
              
              
              
              31,837,603Accumulated
                  Deficit - Pre Development Stage
              
              
              (24,404,302
              )
              
              
              (24,404,302
              )Accumulated
                  Deficit - Development Stage
              
              
              (7,408,706
              )
              
              
              (6,071,658
              )Total
                  Stockholders' Equity (Deficit)
              
              
              1,453,337
              
              
              
              1,373,530Total
                  Liabilities and Stockholders' Equity (Deficit)
              
              $
              1,792,193
              
              
              $
              1,759,007




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




3




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


****
                ****
                ****
                ****
                ****
                **Cumulative**
                ********
                ****
                **For
                    the Three Months**
                ****
                ****
                **July
                    1, 2002**
                ********
                ****
                **Ended
                    September 30,**
                ****
                ****
                **through**
                ********
                ****
                **2007**
                ****
                ****
                **2006**
                ****
                ****
                **September
                    30,**
                ********
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                **2007**RevenuesSales
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cost
                    of Sales
                
                
                -
                
                
                
                -
                
                
                
                -Gross
                    Profit
                
                
                -
                
                
                
                -
                
                
                
                -Operating
                    ExpensesGeneral
                    and Administrative Expenses
                
                
                1,228,568
                
                
                
                387,045
                
                
                
                6,925,992Research
                    and Development
                
                
                107,605
                
                
                
                68,915
                
                
                
                565,275Total
                    Operating Expenses
                
                
                1,336,173
                
                
                
                455,960
                
                
                
                7,491,267Loss
                    from Operations
                
                
                (1,336,173
                )
                
                
                (455,960
                )
                
                
                (7,491,267
                )Other
                    Income (Expense)Interest
                    Expense
                
                
                (875
                )
                
                
                (16,990
                )
                
                
                (299,122
                )Interest
                    Income
                
                
                -
                
                
                
                10,082
                
                
                
                381,683Total
                    Other Income (Expense)
                
                
                (875
                )
                
                
                (6,908
                )
                
                
                82,561Net
                    Loss
                
                $
                (1,337,048
                )
                
                $
                (462,868
                )
                
                $
                (7,408,706
                )Basic
                    Loss Per Share of Common Stock
                
                $
                (0.12
                )
                
                $
                (0.16
                )Weighted
                    Average Number of Shares
                
                
                11,414,714
                
                
                
                2,882,255




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
















4




**STUDIO
        ONE MEDIA, INC.**
 (A
        Development Stage Company)
  **CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS' EQUITY**
 (unaudited)





****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            **Accumulated**
            ****
            ****
            **Accumulated**
            ****
            ****
            ****
            ********
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            **Deficit**
            ****
            ****
            **Deficit**
            ****
            ****
            ****
            ********
            ****
            **Preferred
                Stock**
            ****
            ****
            **Common
                Stock**
            ****
            ****
            **Paid
                In**
            ****
            ****
            **Pre-Development**
            ****
            ****
            **Development**
            ****
            ****
            **Total**
            ********
            ****
            **Shares**
            ****
            ****
            **Amount**
            ****
            ****
            **Shares**
            ****
            ****
            **Amount**
            ****
            ****
            **Capital**
            ****
            ****
            **Stage**
            ****
            ****
            **S**tage
            
            
            EquityBalance,
                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
            )



















5
  **CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY***- continued*


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
            )
            
            
            1,373,530Common
                Shares issuedfor
                services
            
            
            -
            
            
            
            -
            
            
            
            60,376
            
            
            
            60
            
            
            
            316,907
            
            
            
            -
            
            
            
            -
            
            
            
            316,967Common
                Shares issued for cash
            
            
            -
            
            
            
            -
            
            
            
            211,665
            
            
            
            212
            
            
            
            489,788
            
            
            
            -
            
            
            
            -
            
            
            
            490,000Common
                Shares for assets
            
            
            -
            
            
            
            -
            
            
            
            5,000
            
            
            
            5
            
            
            
            24,120
            
            
            
            -
            
            
            
            -
            
            
            
            24,125Fair
                value of warrants granted
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            581,735
            
            
            
            -
            
            
            
            -
            
            
            
            581,735Common
                Shares issued insatisfaction
                of debt
            
            
            -
            
            
            
            -
            
            
            
            833
            
            
            
            1
            
            
            
            4,027
            
            
            
            -
            
            
            
            -
            
            
            
            4,028Net
                Loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,337,048
            )
            
            
            (1,337,048
            )Balance,
                September 30, 2007
            
            
            524,044
            
            
            $
            524
            
            
            
            11,640,613
            
            
            $
            11,641
            
            
            $
            33,254,180
            
            
            $
            (24,404,302
            )
            
            $
            (7,408,706
            )
            
            $
            1,453,337




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


























6




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




****
              ****
              ****
              ****
              ****
              **Cumulative**
              ********
              ****
              **Three
                  Months Ended**
              ****
              ****
              **Three
                  Months Ended**
              ****
              ****
              **July
                  1, 2002 through**
              ********
              ****
              **September
                  30, 2007**
              ****
              ****
              **September
                  30, 2006**
              ****
              ****
              **September
                  30, 2007***Cash
                  Flows From Operating Activities*Net
                  Loss
              
              $
              (1,337,048
              )
              
              $
              (462,868
              )
              
              $
              (7,408,706
              )Adjustments
                  to reconcile to cash fromoperating
                  activities:Depreciation
              
              
              7,677
              
              
              
              1,057
              
              
              
              16,645Common
                  stock issued for services
              
              
              316,967
              
              
              
              -
              
              
              
              2,562,864Fair
                  value of warrants granted
              
              
              581,735
              
              
              
              -
              
              
              
              2,904,004Changes
                  in Operating Assets & Liabilities:Accrued
                  Interest Receivable
              
              
              -
              
              
              
              (10,082
              )
              
              
              -Notes
                  Receivable
              
              
              24,999
              
              
              
              (6,000
              )
              
              
              (175,664
              )Prepaid
                  Expenses
              
              
              (11,721
              )
              
              
              -
              
              
              
              (38,609
              )Other
                  Current Assets
              
              
              (2,000
              )
              
              
              -
              
              
              
              (2,000
              )Deposits
              
              
              -
              
              
              
              -
              
              
              
              (6,400
              )Accounts
                  Payable and Accrued Expenses
              
              
              (68,851
              )
              
              
              16,420
              
              
              
              (240,376
              )Net
                  Cash Used in Operating Activities
              
              
              (488,242
              )
              
              
              (461,473
              )
              
              
              (2,388,242
              )*Cash
                  Flows from Investing Activities*Purchase
                  of Property and Equipment
              
              
              (94,436
              )
              
              
              (10,390
              )
              
              
              (260,360
              )Purchase
                  of Other Assets
              
              
              (8,038
              )
              
              
              -
              
              
              
              (835,921
              )Net
                  Cash Used in Investing Activities
              
              
              (102,474
              )
              
              
              (10,390
              )
              
              
              (1,096,281
              )*Cash
                  Flows from Financing Activities*Issuance
                  of Common Stock
              
              
              490,000
              
              
              
              465,436
              
              
              
              3,378,133Issuance
                  of Notes Payable
              
              
              26,258
              
              
              
              43,400
              
              
              
              449,150Net
                  Cash from Financing Activities
              
              
              516,258
              
              
              
              508,836
              
              
              
              3,827,283Net
                  Increase (Decrease) in Cash
              
              
              (74,458
              )
              
              
              36,973
              
              
              
              342,760Cash,
                  Beginning of Period
              
              
              417,236
              
              
              
              206
              
              
              
              18Cash,
                  End of Period
              
              $
              342,778
              
              
              $
              37,179
              
              
              $
              342,778Supplemental
                  Cash Flow Disclosure:Cash
                  Paid For:Interest
                  Expense
              
              $
              875
              
              
              $
              16,990
              
              
              $
              231,717Income
                  Taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -Non
                  Cash Financing Activities:Common
                  stock issued for assets
              
              $
              24,125
              
              
              $
              -
              
              
              $
              147,106Common
                  stock issued for debt
              
              $
              4,028
              
              
              $
              -
              
              
              $
              929,738
  The accompanying notes are an integral part of
      these financial
      statements.





7
 
 **STUDIO
          ONE MEDIA, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          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 has had no sales during the three months ended September 30, 2007,
      or
      the years ended June 30, 2007, 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.  Since becoming a Development Stage Company in
      2002, the Company has financed its operations primarily through the sale of
      its
      securities.





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
      March
      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., (SOE) 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 SOE.





**UNAUDITED
      INTERIM FINANCIAL INFORMATION**





The
      accompanying Consolidated Balance Sheet as of September 30, 2007, the
      Consolidated Statements of Income for the three months ended September 30,
      2006 and 2007, and the Consolidated Statements of Cash Flows for the three
      months ended September 30, 2006 and 2007 are unaudited. These unaudited
      interim Consolidated Financial Statements have been prepared in accordance
      with
      U.S. generally accepted accounting
      principles. In our opinion, the unaudited interim Consolidated Financial
      Statements include all adjustments of a normal recurring nature necessary for
      the fair presentation of our financial position as of September 30, 2007,
      our results of operations for the three months ended September 30, 2006 and
      2007, and our cash flows for the three months ended September 30, 2006 and
      2007. The results of operations for the three months ended September 30,
      2007 are not necessarily indicative of the results to be expected for the year
      ending June 30, 2008.


These
        unaudited interim Consolidated Financial Statements should be read in
        conjunction with the consolidated financial statements and related notes
        included in our 2007 Annual Report on Form 10-K filed on September 28,
        2007.





8
 
 **STUDIO
          ONE MEDIA, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007 AND 2006**





**Note
      1: Summary of Significant Accounting
      Policies***- continued*


**GOING
      CONCERN**





The
      Company has incurred losses since inception of $31,813,008 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 September 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 obtain additional funding it may not be able
      to
      continue as a going concern





Further,
      there can be no assurances, that the Company will obtain additional funding.
      In
      the event the Company is not able to obtain additional funding, 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.













9
 
 **STUDIO
          ONE MEDIA, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007 AND 2006**





**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.





**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 $25,000 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 through 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 through 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**
            
            
            
            **9-30-07**Accounts Payable
            
            $
            220,090
            
            
            $
            152,119Accrued Interest
            
            
            35,885
            
            
            
            21,760Employment Taxes
            
            
            0
            
            
            
            13,245Total
            
            $
            255,975
            
            
            $
            187,124







**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 $25,000 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.

















10
 
 **STUDIO
          ONE MEDIA, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007 AND 2006**




**Note 3: Short-Term Borrowings***-
      continued*





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 included 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.





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
      December 31, 2006.





A
      summary
      of Short Term Borrowings Follows:




**Rates**
            
            
            
            **6-30-07**
            
            
            
            **9-30-07**Investor
                Group Convertible  Debenture
            
            
            14
            %
            
            $
            25,000
            
            
            $
            25,000Secured
                Note
            
            
            
            
            
            
            0
            
            
            
            5,000Individual
            
            
            
            
            
            
            104,502
            
            
            
            121,732Total
            
            
            
            
            
            $
            129,502
            
            
            $
            151,732





**Note
      4: Commitments and Contingencies**





There
      are
      no legal proceedings, which the Company believes will have a material adverse
      effect on its financial position.

















11
 
 **STUDIO
          ONE MEDIA, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007 AND 2006**





**Note 4: Commitments and Contingencies***-
      continued*




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 lease that commenced
      February 2006. The lease expense is $6,720 per month. The Company has recently
      extended the term of the lease for four additional months to June 30,
      2008.





**Note
      5: Common Stock**





As
      of
      September 30, 2007, there are outstanding 1,155,888 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 $3.54 per share.





As
      of
      September 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
      September 30, 2007, there is one convertible debenture outstanding that can
      be
      converted to 6,000 shares of common Stock (see Note 3).





During
      the quarter ended September 30, 2007, the Company issued 211,665 shares for
      $490,000 in cash, 60,376 shares of the Company’s common stock for consulting
      services rendered to the Company valued at $316,967. The Company also
      issued 5,000 shares for assets valued at $24,125, and 833 shares in
      conversion of debt in the amount of $4,028.





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 1,176,702 shares as of September 30, 2007, and would be in
      addition to the 11,640,613 shares of common stock outstanding as of September
      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 September 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.











12
 
 **STUDIO
          ONE MEDIA, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007 AND 2006**





**Note 6: Preferred Stock***-
      continued*




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.





**Note
      7: Stock Option Plan and Equity Incentive 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 September 30, 2007 and 2006,
      no
      options or SAR's have been granted. The Plan has now expired.





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
      September 30, 2007, no stock options have been granted under this
      plan.





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 September 30, 2007, the Company has
      issued all shares covered by the 2004 Stock Incentive Plan adopted by the
      Company on May 17, 2004.















13
 
 **STUDIO
          ONE MEDIA, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007 AND 2006**





**Note
      7: Stock Option Plan and Equity Incentive Plan***-
      continued*





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 September 30, 2007, the Company has
      issued 88,718 shares covered by the 2006 Stock Incentive Plan adopted by the
      Company on October 13, 2006, at a total amount of $499,250. As of September
      30,
      2007, 11,282 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.





**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 $23,328,000. 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
      September 30, 2007 were as follows:




Deferred
                tax
                assets:Goodwill
            
            $
            332,802Net operating loss carry
                forwards
            
            
            8,011,5008,344,302Net deferred tax asset
            
            
            8,497,723Valuation allowance
            
            
            (8,497,723
            )Net
                deferred tax asset reported
            
            $
            --




The
      change in valuation allowance for the three months ended September 30, 2007
      was
      increased by approximately $153,421.





There
      was
      no provision for current income taxes for the quarters ended September 30,
      2007
      and 2006.





The
      federal net operating loss carry forwards of approximately $23,328,000 expire
      in
      various years through 2027. In addition the Company has state carry forwards
      of
      approximately $8,603,000.





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.






















14
 
 **STUDIO
          ONE MEDIA, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2007 AND 2006**




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.




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.


























15


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




The
      discussion and financial statements contained herein are for the three months
      ended September 30, 2007 and 2006. The following discussion regarding the
      financial statements of the Company should be read in conjunction with the
      financial statements of the Company included herewith.





**FORWARD-LOOKING
      AND CAUTIONARY STATEMENTS**





*In
      addition to historical information, this 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 Report.*





**THREE
      MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**




**OVERVIEW**





Studio
      One Media, Inc., (the “Company” or “SOMD”) was originally organized in Delaware
      on May 12, 1988, as Dimensional Visions Group, Ltd.  Historically, the
      Company produced and marketed lithographically printed stereoscopic and
      animation print products.  The Company ceased all marketing and sales
      activity during the last quarter of 2002. Subsequently, we have explored
      possible new businesses and also a sale, merger, or other business combination
      with another entity.





On
      March
      28, 2006, the Company changed its name to Studio One Media, Inc.  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.  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 audio/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.













16


**ITEM
      2. MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS*******- 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, 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.























17


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




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.  During the Development Stage and in preparation for the
      launch of its product to the general public, the Company has assiduously avoided
      taking on additional debt, opting, instead for equity fundings.





**MYSTUDIOTM
      BUSINESS SUMMARY**





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 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.   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.





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.





The
      Company expects to install 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
      first or second quarter of calendar year 2008.





**RECENT
      DEVELOPMENTS**





·
            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.





·
            On
                October 31, 2007, the Company released the beta-test version of 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 are
                outsourced.





















18


**ITEM
        2. MANAGEMENT'S DISCUSSION AND
        ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS*******-
        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 19 pending foreign and domestic
      patents and 8 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 $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 19 pending foreign and domestic patent applications and 8
      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.























19


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




**EMPLOYEES**





As
      of
      September 30, 2007, we employed fifteen full-time employees consisting of three
      executives, ten technical persons and two clerical/administrative
      persons.  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 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 recently extended for an additional four months ending
      June
      30, 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.





**RESULTS
      OF OPERATIONS**





The
      Company had no operating revenue for the three months ended September 30, 2007
      and the three months ended September 30, 2006, as the Company ceased all
      marketing and sales activity during the last quarter of 2002 and has not yet
      commenced operations relating to its new business plan.





The
      net
      loss for the three months ended September 30, 2007, was $1,337,048 compared
      with
      a net loss of $462,868 for the three months ended September 30,
      2006.





General
      and administrative expenses increased in the period ended September 30, 2007
      by
      approximately $841,523 compared to the quarter ended September 30, 2006. The
      increase in General and Administrative costs is attributable to several
      events.  First, the Company has continued the active pursuit of the
      new business concept offered in connection with MyStudioTM, resulting in
      additional 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, is attributed to shares and warrants
      valued at $898,702 issued to various consultants.  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 the three months ended September 30, 2007, in the amount
      of
      $581,735 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*.





As
      a
      result of the intensive research and development program embarked upon at the
      end of fiscal year 2006, Research & Development costs continue to increase,
      from $68,915 for the three months ended September 30, 2006 to $107,605 for
      the
      three months ended September 30, 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.  As the Company continues to
      advance to a launch of MyStudioTM it expects to continue to incur additional
      research and development costs as well as costs to distribute, install and
      activate the studios.





In
      contrast to increases in general and administrative expenses and increases
      in
      research and development expenses, Interest expense declined from $16,990 in
      the
      three months ended September 30, 2006 to $875 for the three months ended
      September 30, 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.























20


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




**NET
      OPERATING LOSSES**




We
      have
      accumulated approximately $23,328,000 of net operating loss carryforwards as
      of
      September 30, 2007, which the Company believes may be offset against future
      taxable income through 2027.  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 September 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 three months ended September
      30,
      2007 or the three months ended September 30, 2006.  The Company has
      incurred losses since inception of $31,813,008.  As a result of the
      conversion of debt to equity by a group of creditors in October 2006, however,
      the Company no longer has a working capital *deficiency*. Instead, it has
      a working capital *surplus* of $259,310 as of September 30, 2007. The
      future of the Company as an operating business will depend on its ability to
      obtain sufficient capital contributions and/or financing as may be required
      to
      sustain its operations.  Management's plan to address these issues
      includes, (a) continued exercise of tight cost controls to conserve cash, and
      (b) aggressively pursing its plan to launch MyStudioTM in the third or fourth
      quarter of the current fiscal year.





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 three
      months ended September 30, 2007, we closed various private placements and issued
      211,665 shares of restricted common stock for total of approximately $490,000
      in
      proceeds and granted warrants to these security holders to acquire an additional
      240,041 shares at an average exercise price of $3.31 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.  We believe that the sales of the
      units were exempt from registration and prospectus delivery requirements of
      the
      Securities Act of 1933 by virtue of Sections 4(2), and/or Regulation D, Rule
      506. The units were sold directly by us to accredited investors and did not
      involve a public offering or general solicitation. The purchasers of the units
      were afforded an opportunity for effective access to files and records of our
      company that contained the relevant information needed to make their investment
      decision, including our financial statements and 34 Act reports. We reasonably
      believed that the purchasers, immediately prior to selling the shares, had
      such
      knowledge and experience in our financial and business matters that they were
      capable of evaluating the merits and risks of their investment. The purchasers
      had the opportunity to speak with our management on several occasions prior
      to
      their investment decision.





In
      addition, during the three months ended September 30, 2007, we received
      approximately $25,000 in short term loans from a shareholder to enable us to
      continue our Research & Development program.





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.

















21


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




**ITEM
      3. CONTROLS AND PROCEDURES**




(a) Evaluation
      of
      disclosure controls and procedures.





We
      maintain disclosure controls and procedures designed to ensure that information
      required to be disclosed in reports filed under the Securities Exchange Act
      of
      1934, as amended, is recorded, processed, summarized and reported within the
      specified time periods. As of the end of the period covered by this report,
      Preston Shea, our President, and Kenneth Pinckard, our Chief Financial Officer
      evaluated the effectiveness of our disclosure controls and procedures pursuant
      to Exchange Act Rule 13a-15 to ensure that information required to be disclosed
      by us in the reports filed or submitted by us under the Exchange Act is
      recorded, processed, summarized and reported, within the time periods specified
      in the Commission’s rules and forms, including to ensure that information
      required to be disclosed by us in the reports filed or submitted by under the
      Exchange Act is accumulated and communicated to our management, including our
      principal executive and principal accounting officer, or persons performing
      similar functions, as appropriate to allow timely decisions regarding
      disclosure.  Based upon their evaluations, Mr. Shea and Mr. Pinckard
      concluded that as of September 30, 2007, our disclosure controls and procedures
      were effective at the reasonable assurance level due.  There were no
      changes in our internal control over financial reporting that occurred
      subsequent to the date of this evaluation or during our most recent fiscal
      quarter that have materially affected, or are reasonably likely to materially
      affect, our internal control over financial reporting.





(b) Changes
      in
      internal control over financial reporting.





We
      regularly review our system of internal control over financial reporting to
      ensure we maintain an effective internal control environment.  As we
      grow, we will continue to create new processes and controls as well as improve
      our existing environment to increase efficiencies.  Improvements may
      include such activities as implementing new, more efficient systems,
      consolidating activities, and migrating processes.  Except as noted
      above, there were no changes in our internal control over financial reporting,
      as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during
      our
      most recently completed fiscal quarter that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.








**PART
      II - OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**




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




**ITEM
      1A – RISK FACTORS**





Risks
      Related to Our Business and Industry





**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.**

















22


**ITEM
      1A – RISK FACTORS***- continued*





***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.





***New
      Business Model.***





We
      have a
      relatively new business model in an emerging and rapidly evolving
      market.  This makes it difficult to evaluate our future prospects and
      may increase the risk that we will not continue or be successful.  We
      will encounter risks and difficulties as a company operating in a new and
      rapidly evolving market.  We may not be able to successfully address
      these risks and difficulties, which could materially harm our business and
      operating results.





***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.





***Competition.***





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.













23


**ITEM
      1A – RISK FACTORS***- continued*





Nonetheless,
      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.





***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.





***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, trademark and patent filings as
      well as confidentiality arrangements, to protect our intellectual property
      locally and internationally.  Studio One Entertainment, Inc., has
      filed 19 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 8 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.













24


**ITEM
      1A – RISK FACTORS***- continued*





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.




***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.



















25


**ITEM
        1A – RISK FACTORS***- continued*




***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.




***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.





***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.




***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.















26


**ITEM
      1A – RISK FACTORS***- continued*




***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.




***Reliancey
      on Bandwidth Providers, Data Centers or Others in Providing Products and
      Services to Our Users.***




We
      rely
      on vendors, including data center and bandwidth providers. Any disruption in
      the
      network access or services provided by these providers or any failure of these
      providers to handle current or higher volumes of use could significantly harm
      our business. Any financial or other difficulties our providers face may have
      negative effects on our business. We exercise little control over these vendors,
      which increases our vulnerability to problems with the services they provide.
      We
      license technology and related databases to facilitate aspects of our data
      center and connectivity operations including internet traffic management
      services. We may experience interruptions and delays in service and availability
      for such elements. Any errors, failures, interruptions or delays in connection
      with these technologies and information services could harm our relationship
      with users, adversely affect our brand and expose us to
      liabilities.  Any failure or interruption in the services and products
      provided by these third parties could harm our ability to operate our business
      and damage our reputation.




Our
      systems are also heavily reliant on the availability of
      electricity.  If we were to experience a major power outage, we would
      have to rely on back-up generators.  These back-up generators may not
      operate properly and their fuel supply could be inadequate during a major power
      outage.  This could result in a disruption of our
      business.




***Our
      Business Depends on Continued and Unimpeded Access to the Internet by Us and
      Our
      Users.***




Our
      products and services depend on the ability of our users to access the internet,
      and certain of our products require significant bandwidth to work effectively.
      Currently, this access is provided by companies that have significant and
      increasing market power in the broadband and internet access marketplace,
      including incumbent telephone companies, cable companies and mobile
      communications companies. Some of these providers have stated that they may
      take
      measures that could degrade, disrupt or increase the cost of user access to
      certain of products by restricting or prohibiting the use of their
      infrastructure to support or facilitate third-party offerings,
      or by charging increased fees to third-parties or their users to provide their
      offerings. These activities may be permitted in the U.S. after recent regulatory
      changes, including recent decisions by the U.S. Supreme Court and Federal
      Communications Commission and under legislation being considered by the U.S.
      Congress. While interference with access to our popular products and services
      seems unlikely, such carrier interference could result in a loss of existing
      users and advertisers, increased costs, and impair our ability to attract new
      users and advertisers, thereby harming our revenue and growth.




***Interruption
      or Failure of Our Information Technology and Communications
      Systems.***




The
      availability of our products and services depends on the continuing operation
      of
      our information technology and communication systems.  Any damage to
      or failure of our systems could result in interruptions in our service, which
      could reduce our revenues and profits, and damage our brand. Our systems are
      vulnerable to damage or interruption from natural disasters, floods, fires,
      terrorist attacks, power loss, telecommunications failures, computer viruses,
      computer denial of service attacks or other attempts to harm our
      systems.  Our data center may also subject to break ins,
      sabotage and intentional acts of vandalism, and to potential disruptions if
      the
      operators of these facilities have financial difficulties. Some of our systems
      are not fully redundant, and our disaster recovery planning cannot account
      for
      all eventualities. The occurrence of a natural disaster, a decision to close
      a
      facility we are using without adequate notice for financial reasons or other
      unanticipated problems at our data center could result in lengthy interruptions
      in our service.















27


**ITEM
      1A – RISK FACTORS***-
      continued*





***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.




***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.

















28


**ITEM
      1A – RISK FACTORS***- continued*




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




The
      Company currently has 11,640,613 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
      non-public warrants outstanding that would permit, if exercised, the issuance
      of
      1,155,888 additional shares of common stock at an average exercise price of
      $3.54.  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.





***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.


















29


**ITEM
        1A – RISK FACTORS***- continued*




***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.





***Loss
      of Services of Key Members of Our Senior Management
      Team.***





Our
      future success depends in a large part upon the continued services of key
      members of our senior management team.  These persons are critical to
      the overall management of Studio One as well as the development of our
      technology, our culture and our strategic direction.  All of our
      executive officers and key employees are at-will employees, and we do not
      maintain any key-person life insurance policies.  The loss of any of
      our management or key personnel could seriously harm our business.





***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.





***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

















30




**ITEM
      1A – RISK FACTORS***- continued*




***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.








**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**




(a)
            On
                May 6, 2004, the Registrant amended its Articles of Incorporation
                to
                authorize the Registrant to reverse its issued and outstanding shares,
                giving one (1) new share for each sixty (60) existing shares issued
                and
                outstanding. The Registrant now has 11,640,613 post-reverse shares
                of
                common stock outstanding. In addition, the Company has 524,044 shares
                of
                preferred stock issued and outstanding as of September 30,
                2007.





(b)
            During
                the three months ended September 30, 2007, we closed various private
                placements and issued 211,665 shares of restricted common stock for
                total
                of approximately $490,000 in proceeds and granted warrants to these
                security holders to acquire an additional 240,041 shares at an average
                exercise price of $3.31 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.  We believe that the sale of the units was exempt from
                registration and prospectus delivery requirements of the Securities
                Act of
                1933 by virtue of Sections 4(2), and/or Regulation D, Rule 506. The
                units
                were sold directly
                by us to accredited investors and did not involve a public offering
                or
                general solicitation. The purchasers of the units were afforded an
                opportunity for effective access to files and records of our company
                that
                contained the relevant information needed to make their investment
                decision, including our financial statements and 34 Act reports.
                We
                reasonably believed that the purchasers, immediately prior to selling
                the
                shares, had such knowledge and experience in our financial and business
                matters that they were capable of evaluating the merits and risks
                of their
                investment. The purchasers had the opportunity to speak with our
                management on several occasions prior to their investment
                decision.  All proceeds from the sale of these securities were
                used to continue the Company’s research and development program and to
                manufacture the initial production model of the MyStudioTM interactive
                recording studio.













31


**ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
      AND
      USE OF PROCEEDS***- continued*





(c)
            During
                the three months ended September 30, 2007, the Company also issued
                60,376
                shares of the Company’s common stock for consulting services rendered to
                the Company valued at $316,967. The Company also issued  5,000 shares
                for assets valued at $24,125, and 833 shares in conversion of Preferred
                Stock in the amount of $4,028.







**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




None.





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




(a)
            On
                May 6, 2004, the Registrant (f/k/a Dimensional Visions Incorporated)
                filed
                a Certificate of Amendment of Certificate of Incorporation with the
                Secretary of State for the State of Delaware. The number of shares
                common
                stock of the Registrant outstanding and entitled to vote on an amendment
                to the Articles of Incorporation was 61,771,510. The May 6, 2004
                amendment
                was consented to and approved by a majority vote of the stockholders
                holding a majority of the stock entitled to vote thereon. The amendment
                authorized the Registrant to reverse its issued and outstanding shares,
                giving one (1) new share for each sixty (60) existing shares issued
                and
                outstanding. The Registrant now has 11,640,613 post-reverse shares
                outstanding.





(b)
            On
                April 17, 2007, the Company announced that it had finalized the purchase
                of Studio One Entertainment, Inc., 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. The transaction was approved
                by
                consent of a majority of the shareholders of Studio One Media, Inc.
                and
                Studio One Entertainment, Inc.





(c)
            During
                the three months ended September 3, 2007, no matters were submitted
                to the
                shareholders for a vote.








**ITEM
      5. OTHER INFORMATION**





**Change
      of Name**





On
      March
      29, 2006, the Company filed a Certificate of Amendment to Articles of
      Incorporation with the Office of the Secretary of State for the State of
      Delaware, changing its name from Dimensional Visions Incorporated to STUDIO
      ONE
      MEDIA, INC. The new name was effective March 29, 2006, and its stock is now
      traded Over The Counter Bulletin Board under the Symbol SOMD.




**Subsequent
      Events**:





On
      October 31, 2007, the Company released the beta-test version of 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 are outsourced.





The
      Company 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.





**ITEM
      6. EXHIBITS**




a)
      The
      following Exhibits are filed herein:




**NO.**   **TITLE**




31.1
            Certification
                of Chief Executive Officer and 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 and of Chief Financial officer pursuant
                to 18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002





32


**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: November
                13, 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: November
                13, 2007
            By:
            /s/ Preston
                J. Shea,Preston
                J. Shea,Title:
                 Director, President,
                Secretary




**STUDIO
                ONE MEDIA, INC.**Date: November
                13, 2007
            By:
            /s/ Kenneth
                R. PinckardKenneth
                R. PinckardTitle: 
                Director, Vice President, Chief Accounting Officer








33