U.S. SECURITIES AND EXCHANGE COMMISSION




WASHINGTON,
D.C. 20549




FORM
10-QSB




(Mark
One)




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




For the
quarterly period ended March 31, 2008




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




For the
transition period from _______ to __________






Commission
file number 001-10196










STUDIO
ONE MEDIA, INC.


(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    ̈No   x





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




At March
31, 2008, the number of shares outstanding of common stock, $0.001 par value,
was 12,758,439 shares.


1





STUDIO
      ONE MEDIA, INC.INDEXPART
      1 - FINANCIAL INFORMATIONPAGE
      NUMBERItem 1.
            Financial
      Statements (Unaudited)
            3Balance
      Sheets – March 31, 2008 and June 30, 2007
            3Statements
      of Operations - For the three months and nine months ended
      March  31, 2008 and 2007, and cumulative  from July 1,
      2002 through March 31, 2008
            4Statements
      of Stockholders’ Deficiency - For the year ended June 30, 2002, 2003,
      2004, 2005, 2006 and 2007 and the nine months ended March 31,
      2008
            5Statements
      of Cash Flows - For the nine months ended March 31, 2008 and 2007, and
      cumulative from July 1, 2002 through March 31, 2008
            7Notes
      to Financial Statements
            8Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            14Item
      3.
            Controls
      and Procedures
            20PART
      II - OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            21Item
      1A.
            Risk
      Factors
            21Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            29Item
      3.
            Defaults
      Upon Senior Securities
            29Item 4.
            Submission
      of Matters to a Vote of Security Holders
            30Item
      5.
            Other
      Information
            30Item
      6.
            Exhibits
            30SIGNATURES
            31











2








PART
I - FINANCIAL INFORMATION




ITEM
1. FINANCIAL STATEMENTS




STUDIO
ONE MEDIA, INC.


(A
Development Stage Company)




CONSOLIDATED
BALANCE SHEETS




March31,
              
              
              June
      30,2008
              
              
              2007(unaudited)ASSETSCurrent
      AssetsCash
              
              $
              625,319
              
              
              $
              417,236Accrued
      Interest Receivable
              
              
              50,829
              
              
              
              32,535Prepaid
      Expenses
              
              
              11,000
              
              
              
              26,888Notes
      Receivable-Current
              
              
              183,798
              
              
              
              200,663Other
      Current Assets
              
              
              30,815
              
              
              
              -Total
      Current Assets
              
              
              901,761
              
              
              
              677,322Property
      and Equipment, Net
              
              
              369,894
              
              
              
              156,956Other
      AssetsOther
      Assets
              
              
              259,605
              
              
              
              198,490Deposits
              
              
              19,630
              
              
              
              6,400Goodwill
              
              
              719,839
              
              
              
              719,839Total
      Other Assets
              
              
              999,074
              
              
              
              924,729Total
      Assets
              
              $
              2,270,729
              
              
              $
              1,759,007LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      Payable and Accrued Expenses
              
              $
              147,087
              
              
              $
              255,975Notes
      Payable - Current
              
              
              131,236
              
              
              
              129,502Total
      Current Liabilities
              
              
              278,323
              
              
              
              385,477Long-Term
      Liabilities
              
              
              -
              
              
              
              -Total
      Liabilities
              
              
              278,323
              
              
              
              385,477Stockholders'
      EquityPreferred
      Stock, authorized 10,000,000 shares, par value $0.001;issued
      and oustanding are 524,044 shares at December 31, 2007and
      June 30, 2006, respectively
              
              
              524
              
              
              
              524Common
      Stock, authorized 100,000,000 shares, par value $0.001;issued
      and outstanding are 12,758,439 and 11,362,739 shares atMarch
      31, 2008 and June 30, 2007, respectively
              
              
              12,759
              
              
              
              11,363Additional
      Paid in Capital
              
              
              38,465,598
              
              
              
              31,837,603Accumulated
      Deficit - Pre Development Stage
              
              
              (24,404,302
              )
              
              
              (24,404,302
              )Accumulated
      Deficit - Development Stage
              
              
              (12,082,173
              )
              
              
              (6,071,658
              )Total
      Stockholders' Equity
              
              
              1,992,406
              
              
              
              1,373,530Total
      Liabilities and Stockholders' Equity
              
              $
              2,270,729
              
              
              $
              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)




CumulativeFor
      the Three Months
              
              
              For
      the Nine Months
              
              
              July
      1, 2002Ended
      March 31,
              
              
              Ended
      March 31,
              
              
              through2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              March
      31,2008RevenuesSales
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Cost
      of Sales
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Gross
      Profit
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Operating
      ExpensesGeneral
      and Administrative Expenses
              
              
              1,885,006
              
              
              
              330,854
              
              
              
              5,551,887
              
              
              
              1,044,648
              
              
              
              11,249,311Research
      and Development
              
              
              173,234
              
              
              
              115,170
              
              
              
              475,136
              
              
              
              287,422
              
              
              
              932,806Total
      Operating Expenses
              
              
              2,058,240
              
              
              
              446,024
              
              
              
              6,027,023
              
              
              
              1,332,070
              
              
              
              12,182,117Loss
      from Operations
              
              
              (2,058,240
              )
              
              
              (446,024
              )
              
              
              (6,027,023
              )
              
              
              (1,332,070
              )
              
              
              (12,182,117
              )Other
      Income (Expense)Interest
      Expense
              
              
              (875
              )
              
              
              (1,304
              )
              
              
              (2,625
              )
              
              
              (21,971
              )
              
              
              (300,872
              )Other
      Income
              
              
              5,711
              
              
              
              9,863
              
              
              
              19,133
              
              
              
              38,294
              
              
              
              400,816Total
      Other Income (Expense)
              
              
              4,836
              
              
              
              8,559
              
              
              
              16,508
              
              
              
              16,323
              
              
              
              99,944Net
      Loss
              
              $
              (2,053,404
              )
              
              $
              (437,465
              )
              
              $
              (6,010,515
              )
              
              $
              (1,315,747
              )
              
              $
              (12,082,173
              )Basic
      Loss Per Share of Common Stock
              
              $
              (0.16
              )
              
              $
              (0.13
              )
              
              $
              (0.50
              )
              
              $
              (0.43
              )Weighted
      Average Number of Shares
              
              
              12,573,685
              
              
              
              3,400,674
              
              
              
              12,060,589
              
              
              
              3,065,563




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
              
              
              AccumulatedDeficit
              
              
              DeficitPreferred
      Stock
              
              
              Common
      Stock
              
              
              Paid
      In
              
              
              Pre-Development
              
              
              Development
              
              
              TotalShares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Capital
              
              
              Stage
              
              
              Stage
              
              
              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
              )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
              )






5




CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY-
continued




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
                
                
                -
                
                
                
                -
                
                
                
                549,869
                
                
                
                550
                
                
                
                2,122,003
                
                
                
                -
                
                
                
                -
                
                
                
                2,122,553Common
      Shares issued for cash
                
                
                -
                
                
                
                -
                
                
                
                839,998
                
                
                
                840
                
                
                
                2,324,160
                
                
                
                -
                
                
                
                -
                
                
                
                2,325,000Common
      Shares for assets
                
                
                -
                
                
                
                -
                
                
                
                5,000
                
                
                
                5
                
                
                
                24,120
                
                
                
                -
                
                
                
                -
                
                
                
                24,125Fair
      value of warrants granted
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                2,153,685
                
                
                
                -
                
                
                
                -
                
                
                
                2,153,685Common
      Shares issued insatisfaction
      of debt
                
                
                -
                
                
                
                -
                
                
                
                833
                
                
                
                1
                
                
                
                4,027
                
                
                
                -
                
                
                
                -
                
                
                
                4,028Net
      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (6,010,515
                )
                
                
                (6,010,515
                )Balance,
      March 31, 2008
                
                
                524,044
                
                
                $
                524
                
                
                
                12,758,439
                
                
                $
                12,759
                
                
                $
                38,465,598
                
                
                $
                (24,404,302
                )
                
                $
                (12,082,173
                )
                
                $
                1,992,406


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)




CumulativeNine
      Months Ended
              
              
              Nine
      Months Ended
              
              
              July
      1, 2002 throughMarch
      31, 2008
              
              
              March
      31, 2007
              
              
              March
      31, 2008Cash
      Flows From Operating ActivitiesNet
      Loss
              
              $
              (6,010,515
              )
              
              $
              (1,315,747
              )
              
              $
              (12,082,173
              )Adjustments
      to reconcile to cash fromoperating
      activities:Depreciation
              
              
              26,534
              
              
              
              4,177
              
              
              
              35,502Common
      stock issued for services
              
              
              2,122,553
              
              
              
              -
              
              
              
              4,368,450Fair
      value of warrants granted
              
              
              2,153,685
              
              
              
              -
              
              
              
              4,475,954Changes
      in Operating Assets & Liabilities:Accrued
      Interest Receivable
              
              
              (18,294
              )
              
              
              (30,027
              )
              
              
              (18,294
              )Notes
      Receivable
              
              
              35,159
              
              
              
              (6,000
              )
              
              
              (165,504
              )Prepaid
      Expenses
              
              
              15,888
              
              
              
              -
              
              
              
              (11,000
              )Other
      Current Assets
              
              
              (30,815
              )
              
              
              (141,538
              )
              
              
              (30,815
              )Deposits
              
              
              (13,230
              )
              
              
              -
              
              
              
              (19,630
              )Accounts
      Payable and Accrued Expenses
              
              
              (127,182
              )
              
              
              (274,563
              )
              
              
              (298,707
              )Net
      Cash Used in Operating Activities
              
              
              (1,846,217
              )
              
              
              (1,763,698
              )
              
              
              (3,746,217
              )Cash
      Flows from Investing ActivitiesPurchase
      of Property and Equipment
              
              
              (213,574
              )
              
              
              (202,178
              )
              
              
              (379,498
              )Purchase
      of Other Assets
              
              
              (62,888
              )
              
              
              -
              
              
              
              (890,771
              )Net
      Cash Used in Investing Activities
              
              
              (276,462
              )
              
              
              (202,178
              )
              
              
              (1,270,269
              )Cash
      Flows from Financing ActivitiesIssuance
      of Common Stock
              
              
              2,325,000
              
              
              
              1,981,676
              
              
              
              5,213,133Issuance
      of Notes Payable
              
              
              5,762
              
              
              
              43,400
              
              
              
              428,654Net
      Cash from Financing Activities
              
              
              2,330,762
              
              
              
              2,025,076
              
              
              
              5,641,787Net
      Increase (Decrease) in Cash
              
              
              208,083
              
              
              
              59,200
              
              
              
              625,301Cash,
      Beginning of Period
              
              
              417,236
              
              
              
              206
              
              
              
              18Cash,
      End of Period
              
              $
              625,319
              
              
              $
              59,406
              
              
              $
              625,319Supplemental
      Cash Flow Disclosure:Cash
      Paid For:Interest
      Expense
              
              $
              2,625
              
              
              $
              21,971
              
              
              $
              233,467Income
      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
 MARCH
31, 2008 AND 2007
  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 nine months ended March 31, 2008, 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 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 studio 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 was
pursuant to an agreement entered into by the companies dated March 29, 2006. The
purchase included 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 included 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., operates 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 March 31, 2008, the
Consolidated Statements of Income for the three months and nine months ended
March 31, 2008 and 2007, and the Consolidated Statements of Cash Flows for
the nine months ended March 31, 2008 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 March 31, 2008, our results of operations for the
three months and nine months ended March 31, 2008 and 2007, and our cash
flows for the three months and nine months ended March 31, 2008 and 2007.
The results of operations for the nine months ended March 31, 2008 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
 MARCH
31, 2008 AND 2007
  Note 1: Summary of
Significant Accounting Policies-
continued
  GOING
CONCERN
 
 The
Company has incurred losses since inception of $36,486,475 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 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
studios.
 
 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 March 31, 2008, 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 secure additional financing it may not be able to
continue as a going concern.
 
 Further,
there can be no assurances, that the Company will secure additional financing.
In the event the Company is not able to secure additional financing or otherwise
accomplish a sale, merger, or other business combination with another entity, it
may cease its operations and/or seek protection under the bankruptcy
laws.
 
 INCOME
TAXES
 
 The
Company accounts for income taxes under the liability method. Deferred tax
assets and liabilities are determined based on differences between the financial
reporting and tax bases of assets and are measured using the enacted tax rates
and laws that will be in effect when the differences are expected to
reverse.
 
 LOSS
PER SHARE
 
 Basic and
diluted loss per common share is calculated using the weighted average number of
common shares outstanding during the period. There are no dilutive effects from
outstanding options, warrants and convertible securities on the weighted average
number of common shares outstanding.
 
 USE
OF ESTIMATES
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the dates of the financial statements and
the reported amounts of revenue and expenses during the reporting periods.
Actual results could differ from those estimates.
  STOCK-BASED
COMPENSATION
  In
December 2004, the FASB issued FAS No. 123R, “Share-Based Payment.”
This statement is a revision to FAS No. 123, “Accounting for Stock-Based
Compensation,” and it supersedes APB Opinion No. 25, “Accounting for Stock
Issued to Employees,” and amends FAS No. 95, “Statement of Cash Flows.” FAS
No. 123R requires all share-based payments to employees, including grants
of employee stock options, to be recognized in the income statement based on
their fair values.  The Company uses the Black-Scholes pricing model
for determining the fair value of stock based compensation.
 
 Equity
instruments issued to non-employees for goods or services are accounted for at
fair value and are marked to market until service is complete or a performance
commitment date is reached.
 
 IMPAIRMENT
OF LONG-LIVED ASSETS
 
 The
Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be recoverable. When such
events or changes in circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying value of
such assets will be recovered through undiscounted
expected future cash flows. If the total of the future cash flows is less than
the carrying amount of those assets, the Company recognizes an impairment loss
based on the excess of the carrying amount over the fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying amount or the
fair value less costs to sell.
   9
 STUDIO ONE MEDIA,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 MARCH
31, 2008 AND 2007
 Note
2: Accounts Payable, Accrued Expenses
 
 A summary
of Accounts Payable and Accrued Expenses Follows:
 
 6-30-07
              
              
              
              3-31-08Accrued
      Payable
              
              $
              220,090
              
              
              $
              121,167Accrued
      Interest
              
              
              35,885
              
              
              
              23,510Employment
      Taxes
              
              
              0
              
              
              
              2,410Total
              
              $
              255,975
              
              
              $
              147,087
 
  Note
3: Short-Term Borrowings
 
 A summary
of Short Term Borrowings Follows:
  Rates
              
              
              
              6-30-07
              
              
              
              3-31-08Investor
      Group
              
              
              10%
              
              
              $
              0
              
              
              $
              0Convertible
      Debentures
              
              
              14%
              
              
              
              25,000
              
              
              
              25,000Secured
      Note
              
              
              12%
              
              
              
              0
              
              
              
              8,951Individual
              
              
              
              
              
              
              104,502
              
              
              
              97,285$
              129,502
              
              
              $
              131,236
 
  Note
4: Commitments and Contingencies
 
  The
Company is not subject to any pending legal proceedings and, to the best of our
management’s knowledge, no legal proceedings are threatened against the
Company.
 
 The
Company has not declared dividends on Series A or B Convertible Preferred Stock.
The cumulative dividends in arrears through June 30, 2007 were approximately
$148,075.  Upon conversion, no adjustments are required to be made for
dividends in arrears.
 
 The
Company leases certain office facilities pursuant to a one-year lease that
commenced February 2006. The lease expense is $6,720 per month. The Company has
extended the term of the lease to June 30, 2008.   In addition,
the Company has entered into an agreement to occupy approximately 9,147 square
feet of office space in Scottsdale, Arizona.  The Lease Agreement
provides for a term of 5 years, with an option to renew for an additional 5
years.  The initial rent is $9,147 per month.  The office
space is situated on two floors and will serve as the corporate headquarter for
the Company.  In addition, the facilities will also house the
Company’s network operations center, video production facilities and
showroom.  The Company expects to complete tenant improvements at a
cost estimated to be approximately $500,000 during the second and third quarter
of calendar year 2008.
   Note
5: Common Stock
 
 As of
March 31, 2008, there are outstanding 1,941,203 non-public warrants and options
to purchase the Company's common stock at prices ranging from $2.50 to $7.50
with a weighted average price of $3.66 per share.
 
 As of
March 31, 2008, 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).
 
 10
 
 STUDIO ONE MEDIA,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 MARCH
31, 2008 AND 2007
 
 Note 5: Common Stock-
continued
  As of
March 31, 2008, there are convertible debentures outstanding that can be
converted to 6,000 shares of common Stock (see Note 3).
 
 During
the nine months ended March 31, 2008, the Company issued 839,998 shares for
$2,325,000 in cash, 549,869 shares of the Company’s common stock for consulting
services rendered to the Company valued at $2,122,553. 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
exercise of the outstanding warrants and options, and conversion of preferred
stock and loans equaled 2,471,247 shares as of March 31, 2007, and would be in
addition to the 12,758,439 shares of common stock outstanding as of March 31,
2008.
   Note
6: Preferred Stock
 
 The
Company has authorized 10,000,000 shares of $.001 par value per share Preferred
Stock, The Company presently has 524,044 shares of Preferred Stock outstanding,
all of which were issued prior to June 30,
2002.  The  following are issued and
outstanding:
 
 Shares
                Allocated
              
              
              Shares
                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 December 31 from retained
earnings at the rate of 8% per annum and have not been declared or paid (see
Note 4).
  The
Company's Series C Convertible Preferred Stock ("Series C Preferred") is
convertible at a rate of .007 share of common stock per share of Series C
Preferred.
 
 The
Company's Series D Convertible Preferred Stock ("Series D Preferred") is
convertible at a rate of .034 share of Common stock per share of Series D
Preferred.
 
 The
Company's Series E Convertible Preferred Stock ("Series E Preferred") is
convertible at a rate of .034 share of Common stock per share of Series E
Preferred.
 
 The
Company's Series P Convertible Preferred Stock ("Series P Preferred") is
convertible at a rate of .007 share of common stock for each share of Series P
Preferred.
 
 The
Company's Series A Preferred, Series B Preferred, Series D Preferred and Series
E Preferred were issued for the purpose of raising operating funds. The Series C
Preferred was issued to certain holders of the Company's 10% Secured Notes in
lieu of accrued interest and also will be held for future investment
purposes.
 
 The
Series P Preferred was issued to InfoPak shareholders in exchange for (1) all of
the outstanding capital stock of InfoPak, (2) as signing bonuses for certain
employees and a consultant of InfoPak, and (3) to satisfy InfoPak's outstanding
debt obligations to certain shareholders.
 
 11
 
 STUDIO ONE MEDIA,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 MARCH
31, 2008 AND 2007
 
 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. Since inception of this
plan in 1996 through June 30, 2000, 5,102,978 shares of common stock have been
issued. As of December 31, 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 December 31, 2007, no stock
options have been granted under this plan.
 
 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 December 31, 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 March 31,
2008, 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 $25,103,000. 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
March 31, 2008 were as follows:
  Deferred tax assets:Goodwill
              
              $
              321,415Net operating loss carry forwards
              
              
              8,783,305$
              9,104,720Net deferred tax asset
              
              $
              9,104,720Valuation allowance
              
              
              (9,104,720
              )Net
      deferred tax asset reported
              
              $
              --
  The
change in valuation allowance for the nine months ended March 31, 2008 was
increased by approximately $606,997.
 
 There was
no provision for current income taxes for the nine months ended March 31, 2008
and 2007.
 
 12
 
 STUDIO ONE MEDIA,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 MARCH
31, 2008 AND 2007
 
 Note 8: Income Taxes-
continued
  The
federal net operating loss carry forwards of approximately $25,103,000 expire in
various years through 2028. 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.
 
  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.




13





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




The
discussion and financial statements contained herein are for the nine months
ended March 31, 2008 and 2007. 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.




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.  MyStudio 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 MyStudio performances in music, modeling and other talent related
contests.  In addition, MyStudio can be used to record video resumes,
dating profiles and personal messages.  The Company believes MyStudio
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.




14




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 2003-2008





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 28, 2006, the name of the Company was changed to Studio One Media, Inc.,
and its trading symbol was changed from DVSO to SOMD.





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 MyStudio a self- contained
interactive video recording studio designed for installation in shopping malls
and other high traffic public areas.  The Company believes MyStudio to
be a proprietary and unique opportunity in the entertainment and communications
industries.  MyStudio will enable the public, for a fee, to record
their video and voice images in a self contained state-of-the-art recording
studio environment and enter their performances in music, modeling and other
talent related contests.




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





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





15




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




MYSTUDIO
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 MyStudio was
created to serve as the nexus between the needs of talent, on the one hand, and
the entertainment industry, on the other.





MyStudio
is a proprietary, self contained, state-of-the-art interactive, high definition,
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.  MyStudio 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 MyStudio website in music, modeling and other talent related
contests.  Contests will be sponsored by different entertainment
companies every month, so users will have the opportunity to enter numerous
contests every year.  In addition, MyStudio can be used to record
video resumes, dating profiles and personal messages.  MyStudio and
related concepts have been under development for more than 4 years, at a cost
exceeding $6.6 million.





On April
8, 2008, the Company issued a Master Production Order to American Integrated
Technologies, Inc., Tempe, Arizona (AIT) to commence production of its first
five (5) MyStudios (excluding electronic equipment and
components).  Each of the studios will be manufactured in a series of
modules and assembled into one unit according to the specifications for fit and
finishing testing.  Pursuant to the Order, Studio One will remit
one-half of the required payment for each module at commencement of fabrication
of the module, with the balance being due upon delivery.  The total
cost for the five recording studio structures manufactured by AIT is estimated
to be approximately $525,000 with delivery to occur in the third calendar
quarter of 2008. All electronic components will be supplied by Studio
One.  Manufacturing costs will reduce significantly with
volume.




Studio
One expects to install the studios in strategic locations in Arizona,
California, Nevada and New York in the third quarter of 2008. The installations
will coincide with the commencement of monthly industry sponsored music,
modeling and comedy contests which will be available exclusively to users of
MyStudio.





The
Company expects to install MyStudios nationally in the coming
months.  Each MyStudio is expected to generate revenue of $25,000 to
$50,000 per month and the Company expects to generate its first revenue in the
third quarter of calendar year 2008.





RECENT
DEVELOPMENTS





·
            On
      April 8, 2008, the Company contracted for the manufacture of its first
      five MyStudio structures and announced plans to install those units in the
      third quarter of 2008, marking the commencement of operations and the
      expected generation of revenue.




·
            On
      December 5, 2007, the Company announced that its company information is
      now available via Standard & Poor's Market Access Program, an
      information distribution service that enables subscribing publicly
      traded companies to have their company information
      disseminated to users of Standard & Poor's Advisor
      Insight.  The company information to be made available through
      this program includes share price, volume, dividends, shares outstanding,
      company financial position, and earnings.  Standard & Poor's
      Advisor Insight is an Internet-based research engine used by more than
      100,000 investment advisors.  A public version of the site is
      available at www.advisorinsight.com.   In
      addition, information about companies in Standard & Poor's Market
      Access Program will also be available via S&P's Stock Guide database,
      which is distributed electronically to virtually all major quote
      vendors.  As part of the program, a full description of Studio
      One Media, Inc. has been published in the Daily News section of Standard
      Corporation Records, a recognized securities manual for secondary trading
      in approximately 38 states under the Blue Sky
  Laws.





·
            On
      December 4, 2007, the Company announced that it had entered into a Lease
      Agreement to occupy approximately 9,147 square feet of office space in
      Scottsdale, Arizona.  The Lease Agreement provides for a term of
      5 years, with an option to renew for an additional 5 years.  The
      initial rent is $9,147 per month.  The office space is situated
      on two floors and will serve as the corporate headquarter for the
      Company.  In addition, the facilities will also house the
      Company’s network operations center, video production facilities and
      showroom.  The Company expects to complete tenant improvements
      at a cost of approximately $500,000 during the second and third quarters
      of calendar year 2008.  The Company presently occupies
      approximately 5,400 square feet of space under a lease that terminates
      June 30, 2008.





·
            On
      October 31, 2007, the Company launched a beta test version of its website,
      mystudio.net, which
      includes hundreds of musical and other video
      performances.  The Company expects to complete beta testing and
      introduce the finalized website to the general public in June
      2008.




16





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




COMPETITIVE
ADVANTAGES





The
Company knows of no direct 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 MyStudio 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 MyStudio.





TECHNOLOGICAL
ADVANTAGES





Studio
One’s recording studio is based upon proprietary technology and other
intellectual property which, in part, is the subject of 21 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.





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 within the next
12 to 18 months.  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 21 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.





17




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




EMPLOYEES





As of
March 31, 2008, we employed seventeen full-time and two part-time employees and
consultants consisting of four executives, twelve technical persons and three
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, on December 4, 2007, the
Company entered into a Lease Agreement to occupy approximately 9,147 square feet
of office space in Scottsdale, Arizona.  The Lease Agreement provides
for a term of 5 years, with an option to renew for an additional 5
years.  The initial rent is $9,147 per month.  The office
space is situated on two floors and will serve as the corporate headquarter for
the Company.  In addition, the facilities will also house the
Company’s network operations center, video production facilities and
showroom.  The Company expects to complete tenant improvements at a
cost estimated to be approximately $500,000 during the second and third quarters
of calendar year 2008.





RESULTS
OF OPERATIONS





Three
Months Ended March 31, 2008





The
Company had no operating revenue for the three months ended March 31, 2008 and
the three months ended March 31, 2007, 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 March 31, 2008, was $2,053,404 compared with a
net loss of $437,465 for the three months ended March 31, 2007.





General
and administrative expenses increased in the three-month period ended March 31,
2008 by approximately $1,554,152 compared to the quarter ended March 31, 2007.
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 MyStudio, 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, however, are non-cash expenses attributed to shares and
warrants valued at $1,621,821 issued to various employees, consultants and to
investors in connection with equity raises during the period.  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 $115,170 for the three months ended March 31, 2007 to $173,234 for the
three months ended March 31, 2008.  These costs included persons
engaged on a contractual basis to develop MyStudio 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 MyStudio 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 $1,304 in the
three months ended March 31, 2007 to $875 for the three months ended March 31,
2008.  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.





18




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




RESULTS OF
OPERATIONS-
continued





Nine
Months Ended March 31, 2008





The
Company had no operating revenue for the nine months ended March 31, 2008 and
the nine months ended March 31, 2007, 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 nine months ended March 31, 2008, was $6,010,515 compared with a
net loss of $1,315,747 for the nine months ended March 31, 2007.





General
and administrative expenses increased in the nine-month period ended March 31,
2008 by approximately $4,507,239 compared to the nine months ended March 31,
2007. 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 MyStudio, 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, however, are non-cash expenses attributed to shares and
warrants valued at $4,171,051 issued to various employees and consultants for
services rendered and to investors in connection with equity raises during the
period.  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 $287,422 for the nine months ended March 31, 2008 to $475,136 for the nine
months ended March 31, 2007.  These costs included persons engaged on
a contractual basis to develop MyStudio 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
MyStudio 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 $21,971 in the
nine months ended March 31, 2007 to $2,625 for the nine months ended March 31,
2008.  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.





NET OPERATING LOSSES





We have
accumulated approximately $25,103,000 of net operating loss carryforwards as of
March 31, 2008, 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 June 30, 2007 because the potential tax benefits
of the loss carryforward is offset by valuation allowance of the same
amount.





LIQUIDITY AND CAPITAL
RESOURCES




The
Company had no revenue collections during the nine months ended March 31, 2008
or the nine months ended March 31, 2007.  The Company has incurred
losses since inception of $36,486,475.  As a result of the conversion
of debt to equity by a group of creditors in October 2006 and the infusion of
additional capital investment, however, the Company no longer has a working
capital deficiency.
  Instead, it has a working capital surplus of $623,438 as of
March 31, 2008. 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, (b) obtaining additional financing, and (c) aggressively pursing
its plan to launch MyStudio 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 nine
months ended March 31, 2008, we closed various private placements and issued
803,331 shares of restricted common stock for total of approximately $2,215,000
in proceeds and granted warrants to these security holders to acquire an
additional 1,100,207 shares at an average exercise price of $3.91 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.





19




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




LIQUIDITY AND CAPITAL
RESOURCES -
continued




In
addition, during the nine months ended March 31, 2008, we received approximately
$25,000 in short term loans from an affiliated 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.




Although
the Company intends to engage in a subsequent equity offering 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.






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 March 31, 2008, 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.





20


PART
II - OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS




The
Company is not subject to any pending legal proceedings and, to the best of our
management’s knowledge, no legal proceedings are threatened against the
Company.






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.




Operations
and Dependence on Future Developments.





The
Company has a history of losses and will likely realize future
losses.  MyStudio 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.





21




ITEM 1A – RISK
FACTORS-
continued




Competition.





The
Company knows of no direct 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 MyStudio 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 MyStudio.





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.






22




ITEM
1A – RISK FACTORS-
continued




Dependence
on Intellectual Property - Design and Proprietary Rights.




Our
success and ability to compete depends to a degree on our intellectual
property.  We will rely on copyright, trademark and patent filings as
well as confidentiality arrangements, to protect our intellectual property
locally and internationally.  Studio One Entertainment, Inc., has
filed 21 patent applications relating to MyStudio 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.





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, 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.






23




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 studios.  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.




24




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.




Reliance
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.





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 MyStudio;·
            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.




25




ITEM
1A – RISK FACTORS-
continued




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 MyStudio to market.  Ultimately we need to
generate additional revenues and attain profitable operations.  These
factors raise substantial doubt about our ability to continue as a going
concern.  There can be no assurance that we will be able to develop
commercially viable products or an effective marketing system.  Even
if we are able to develop commercially viable products, there is no assurance
that we will be able to attain profitable operations.




Dilution;
Dilutive Effect of Future Transactions.




The
Company currently has 12,758,439 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
1,933,703 additional shares of common stock at an average exercise price of
$3.60.  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’ Automatic Quotations (NASDAQ) 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.





26





ITEM
1A – RISK FACTORS-
continued




Shell Company
Status.




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


On
September 28, 2007, upon filing of its Form 10-KSB for the fiscal year
ended June 30, 2007, the Company filed all of its “Form 10
Information” with the SEC. The disclosure made under the above mentioned
Form 10-KSB is incorporated by reference herein.
  On May
12, 2008, the Company filed a Form 8-K concerning the change of its status as a
shell company. The disclosure made under that Form 8-K is incorporated by
reference herein.
  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 MyStudio sufficient to break-even within six to nine months after
operations have commenced, 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 MyStudio 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 MyStudio is not in violation of any
patents or copyrights claimed by others. To the extent that the Company is ever
alleged to have violated a patent or other intellectual property right of a
third party, it may be prevented from operating its business as planned, and it
may be required to pay damages, to obtain a license, if available, to use the
patent or other right or to use a non-infringing method, if possible, to
accomplish its objectives.  Any of these claims, with or without
merit, could subject the Company to costly litigation and the diversion of their
technical and management personnel.  If the Company incurs costly
litigation and its personnel are not effectively deployed, the expenses and
losses incurred by them will increase, and their profits, if any, will
decrease.




Business
Plans and Operational Structure May Change.





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





27




ITEM
1A – RISK FACTORS-
continued




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




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.





28




ITEM
1A – RISK FACTORS-
continued




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 12,758,439 post-reverse shares of
      common stock outstanding. In addition, the Company has 524,044 shares of
      preferred stock issued and outstanding as of March 31,
    2008.





(b)
            During
      the nine months ended March 31, 2008, we closed various private placements
      and issued 839,998 shares of restricted common stock for total of
      approximately $2,325,000 in proceeds and granted warrants to these
      security holders to acquire an additional 1,933,703 shares at an average
      exercise price of $3.60 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 MyStudio interactive
      recording studio.





(c)
            During
      the nine months ended March 31, 2008, the Company also issued 549,869
      shares of the Company’s common stock for consulting services rendered to
      the Company valued at $2,122,553. 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.





29





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 12,758,439 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 nine months ended March 31, 2008, 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.





Shell
Company Status




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


On
September 28, 2007, upon filing of its Form 10-KSB for the fiscal year
ended June 30, 2007, the Company filed all of its “Form 10
Information” with the SEC. The disclosure made under the above mentioned
Form 10-KSB is incorporated by reference herein.
  On May
12, 2008, the Company filed a Form 8-K concerning the change of its status as a
shell company. The disclosure made under that Form 8-K is incorporated by
reference herein.
  Subsequent
Events:





None






ITEM
6. EXHIBITS




a) The
following Exhibits are filed herein:




NO.
            TITLE





31.1
            Certification
      of Chief Executive Officer pursuant to the Securities Exchange Act of
      1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002




31.2
            Certification
      of Chief Financial Officer pursuant to the Securities Exchange Act of
      1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002




32.1
            Certification
      of Chief Executive Officer 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







30




SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.








STUDIO
      ONE MEDIA, INC.Date: May
      12, 2008
            By:
            /s/ Preston
      J. Shea,Preston
      J. Shea,Title:  
      President








In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.








STUDIO
      ONE MEDIA, INC.Date: May
      12, 2008
            By:
            /s/ Preston
      J. Shea,Preston
      J. Shea,Title:
       Director, President,
Secretary




STUDIO
      ONE MEDIA, INC.Date: May
      12, 2008
            By:
            /s/ Kenneth
      R. PinckardKenneth
      R. PinckardTitle: 
      Director, Vice President, Chief Financial Officer, Chief Accounting
      Officer







31