AfterMaster (AFTM) 10-Q 2011 Q1 Quarterly report

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2010

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.  

x Yes     o No

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). 

o  Yes     o  No   (Not required)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

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

o Yes     x No

At November 12, 2010, the number of shares outstanding of Common Stock, $0.001 par value, was 26,762,806 shares.

1

	STUDIO ONE MEDIA, INC.
	INDEX
	PART I - FINANCIAL INFORMATION
		PAGE NUMBER
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets - September 30, 2010 (unaudited) and June 30, 2010	3
	Consolidated Statements of Operations - for the three months ended September 30, 2010 and 2009 (unaudited)	4
	Consolidated Statements of Stockholders’ Equity - For the year ended June 30, 2010 and the three months ended September 30, 2010 (unaudited)	5
	Consolidated Statements of Cash Flows - for the three months ended September 30, 2010 and 2009 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosure About Market Risks	21
Item 4T.	Controls and Procedures	21
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Submission of Matters to a Vote of Security Holders	31
Item 5.	Other Information	31
Item 6.	Exhibits	31
	SIGNATURES	32

2

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

STUDIO ONE MEDIA, INC.
Consolidated Balance Sheets
	September 30,				June 30,
	2010				2010
	(Unaudited)
ASSETS
Current Assets
Cash		$	178,288			$	632,980
Prepaid Expenses			232,551				329,406
Other Receivable			11,410				16,968
Notes Receivable			127,500				127,500
Total Current Assets			620,302				1,106,854
Property and Equipment, net			944,838				673,384
Property and Equipment, yet to be placed in service			1,123,158				605,644
Intangible Assets, net			295,532				310,673
Other Assets
Deposits			99,863				102,863
Prepaid Expenses			48,295				49,188
Debt Issuance Costs			60,341				23,692
Total Other Assets			208,499				175,743
Total Assets		$	3,121,776			$	2,872,298
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses		$	1,490,726			$	815,686
Notes Payable - Related Party			50,000				90,000
Notes Payable			215,398				120,398
Total Current Liabilities			1,756,124				1,026,084
Long-Term Liabilities
Notes Payable, net of discount of $633,255 and $458,029, respectively			116,745				41,971
Total Liabilities			1,872,869				1,068,055
Stockholders' Equity
Convertible Preferred Stock, authorized 10,000,000 shares,
par value $0.001; issued and outstanding are 549,044
and 549,044, respectively			549				549
Common Stock, authorized 100,000,000 shares,
par value $0.001; issued and outstanding are 26,643,598 and
25,891,768 shares, respectively			26,644				25,892
Additional Paid In Capital			23,211,722				22,346,842
Accumulated Deficit			(21,990,008	)			(20,569,040	)
Total Stockholders' Equity			1,248,907				1,804,243
Total Liabilities and Stockholders' Equity		$	3,121,776			$	2,872,298
The accompanying notes are an integral part of these financial statements.

3

STUDIO ONE MEDIA, INC.
Consolidated Statements of Operations
(Unaudited)
	For the Three Months Ended
	September 30,
	2010			2009
REVENUES
Session Revenues	$	93,170		$	18,700
Advertising Revenues		7,500			10,643
Other Revenues		2,200			-
Total Revenues		102,870			29,343
COSTS AND EXPENSES
Cost of Revenues (Exclusive of Depreciation and Amortization)		121,205			41,255
Cost of Barter Exchanges		74,250			21,643
Depreciation and Amortization Expense		74,378			38,422
General and Administrative Expenses		1,240,477			1,381,841
Total Costs and Expenses		1,510,310			1,483,161
Loss from Operations		(1,407,440	)		(1,453,818	)
Other Income (Expense)
Interest Expense		(87,030	)		(10,176	)
Interest Income		-			4,322
Gain on Disposal of Property		73,502			-
Total Other Income (Expense)		(13,528	)		(5,854	)
Loss Before Income Taxes		(1,420,968	)		(1,459,672	)
Income Tax Expense		-			-
NET LOSS	$	(1,420,968	)	$	(1,459,672	)
Preferred Stock Accretion and Dividends		(2,900	)		-
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS	$	(1,423,868	)	$	(1,459,672	)
Basic and Diluted Loss Per Share of Common Stock	$	(0.05	)	$	(0.08	)
Weighted Average Number of Shares Outstanding		26,107,817			18,976,335
The accompanying notes are an integral part of these financial statements.

4

STUDIO ONE MEDIA, INC.
Consolidated Statements of Stockholders' Equity
														Common			Common Stock
											Additional			Shares			Issued in						Total
	Preferred Stock						Common Stock				Paid In			to be			Advance			Accumulated			Stockholders'
	Shares			Amount			Shares		Amount		Capital			Issued			for Services			Deficit			Equity
Balance, June 30, 2009		774,044		$	774			16,417,447	$	16,417	$	15,039,491		$	24,000		$	(48,153	)	$	(15,237,122	)	$	(204,593	)
Common shares issued in conversion
of preferred shares		(296,429	)		(296	)		628,995		629		(333	)		-			-			-			-
Common shares issued for assets		-			-			250,000		250		249,750			-			-			-			250,000
Common shares issued for cash		-			-			4,280,422		4,281		2,397,362			-			-			-			2,401,643
Warrants and options exercised for cash		-			-			399,989		400		239,309			-			-			-			239,709
Common shares issued in conversion
of debt and extinguishment of liabilities		-			-			1,233,456		1,233		709,452			-			-			-			710,685
Share-based compensation - common shares		-			-			2,401,689		2,402		1,949,224			(24,000	)		48,153			-			1,975,779
Share-based compensation - warrants		-			-			-		-		764,614			-			-						764,614
Share-based compensation - shares to be issued		-			-			279,770		280		156,150			-			-						156,430
Common shares issued in advance of services		-			-			-		-		129,968			-			-			-			129,968
Warrants issued in advance of services		-			-			-		-		197,176			-			-						197,176
Beneficial conversion feature on issuance
of convertible debt		-			-			-		-		421,150			-			-			-			421,150
Warrants issued in connection to issuance		-			-			-		-		82,850			-			-			-			82,850
of convertible debt
Preferred shares issued for cash		96,429			96			-		-		60,654			-			-			-			60,750
Preferred shares repurchased		(25,000	)		(25	)		-		-		(49,975	)		-			-			-			(50,000	)
Net Loss for the Year Ended
June 30, 2010		-			-			-		-		-			-			-			(5,331,918	)		(5,331,918	)
Balance, June 30, 2010		549,044			549			25,891,768		25,892		22,346,842			-			-			(20,569,040	)		1,804,243

5

Consolidated Statements of Stockholders' Equity - continued

Common shares issued for cash (unaudited)	-		-	22,500		23		12,061		-		-		-			12,084
Warrants and options exercised for cash (unaudited)	-		-	205,833		2057		103,961		-		-		-			104,166
Common shares issued in conversion
of debt and extinguishment of liabilities (unaudited)	-		-	236,241		237		139,040		-		-		-			139,277
Share-based compensation - common shares (unaudited)	-		-	256,392		256		241,289		-		-		-			241,545
Share-based compensation - warrants (unaudited)	-		-	-		-		56,763		-		-		-			56,763
Warrants and common shares issued in advance of services (unaudited)	-		-	30,864		31		94,066		-		-		-			94,097
Beneficial conversion feature on issuance
of convertible debt (unaudited)	-		-	-		-		186,350		-		-		-			186,350
Warrants issued in connection to issuance
of convertible debt (unaudited)	-		-	-		-		31,350		-		-		-			31,350
Net Loss for the Three Months ended
September 30, 2010 (unaudited)	-		-	-		-		-		-		-		(1,420,968	)		(1,420,968	)
Balance, September 30, 2010 (unaudited)	549,044	$	549	26,643,598	$	26,644	$	23,211,722	$	-	$	-	$	(21,990,008	)	$	1,248,907

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

6

STUDIO ONE MEDIA, INC.
Consolidated Statements of Cash Flows
(Unaudited)
	For the Three Months Ended
	September 30,
	2010			2009
Cash Flows from Operating Activities
Net Loss	$	(1,420,968	)	$	(1,459,672	)
Adjustments to reconcile to cash from
operating activities:
Depreciation and amortization		74,378			38,422
Share-based compensation		298,308			942,203
Amortization of debt discount & issuance costs		41,442			-
Gain on disposal of property		(73,502)			-
Changes in Operating Assets and Liabilities:
Accrued interest receivable		-			(4,322	)
Other receivables		(11,139)			-
Prepaid expenses		156,228			(15,479	)
Deposits		3,000			(2,454	)
Accounts payable and accrued expenses		786,775			(420,711	)
Net Cash Used in Operating Activities		(145,478	)		(922,013	)
Cash Flows from Investing Activities
Purchase of property and equipment		(848,205	)		(28,020	)
Proceeds from disposal of property		90,199			-
Net Cash Used in Investing Activities		(758,006	)		(28,020	)
Cash Flows from Financing Activities
Issuance of common stock		14,626			508,000
Repayments of notes payable - related party		(40,000	)		-
Warrants and options exercised for cash		104,166			18,542
Repayment of notes payable		(30,000	)		-
Proceeds from notes payable		400,000			125,000
Net Cash from Financing Activities		448,792			651,542
Net Increase in Cash		(454,692	)		(298,491	)
Cash, Beginning of Period		632,980			439,474
Cash, End of Period	$	178,288		$	140,983
Supplemental Cash Flow Disclosure:
Cash Paid For:
Interest	$	5,388		$	446
Income Taxes		-			-
Non Cash Financing Activities:
Common stock issued to extinguish debt and liabilities	$	139,277		$	433,559
Stock and warrants issued in advance for services		94,097			-
Warrants and beneficial conversion feature on issuance of convertible debt		217,700			-
The accompanying notes are an integral part of these financial statements.

7

Studio One Media, Inc.

Notes to Consolidated Financial Statements

September 30, 2010 and June 30, 2010

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2010, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2010 audited financial statements.  The results of operations for the periods ended September 30, 2010 and 2009 are not necessarily indicative of the operating results for the full years.

NOTE 2 – GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses since inception of $21,990,008 and currently has revenues which are insufficient to covering its operating costs which raises substantial doubt about its ability to continue as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it 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) to achieve adequate revenues from its MyStudio 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 additional personal recording kiosks.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Reclassification of Financial Statement Accounts

Certain amounts in the September 30, 2009 financial statements have been reclassified to conform to the presentation in the September 30, 2010 financial statements.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

Fair Value Instruments

Cash is the Company’s only financial asset or liability required to be recognized at fair value and is measured using quoted prices fro active markets for identical assets (Level 1 fair value hierarchy).  The carrying amounts reported in the balance sheets for notes receivable and accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments.

The fair value of the Company’s notes payable at September 30, 2010 is approximately $1,015,398 (carrying value of $382,143).  Market prices are not available for the Company’s loans due to related parties or its other notes payable, nor are market prices of similar loans available.  The Company determined that the fair value of the notes payable based on its amortized cost basis due to the short term nature and current borrowing terms available to the Company for these instruments.

Income Taxes

There is no income tax provision for the three months ended September 30, 2010 and 2009 due to net operating losses for which there is no benefit currently available.

At September 30, 2010, the Company had deferred tax assets associated with state and federal net operating losses (“NOLs”), be recorded a corresponding full valuation allowance as it is more likely than not that some portion of all of the deferred tax assets will not be realized.

8

Studio One Media, Inc.

Notes to Consolidated Financial Statements

September 30, 2010 and June 30, 2010

NOTE 4 – NOTES PAYABLE

On September 28, 2010 the Company entered into a note payable with an unrelated party for $50,000.  The note bears interest at 8%, is unsecured and is due on September 28, 2011.

On September 29, 2010 the Company entered into a note payable with an unrelated party for $100,000.  The note is due on October 28, 2010, is unsecured, and in lieu of interest, the lender has agreed to accept warrants to purchase   10,000 shares of the Company’s common stock.  The warrants have an exercise price of $0.75 per share and a five year maturity.  These warrants were valued using the Black-Scholes valuation model under the below assumptions resulting in a fair value of $7,839.  This amount has been recorded as a discount to the face value of the note and will be amortized over the life of the note and recorded as interest expense.

The Company also entered into a financing agreement with an unrelated third party to fund up to $1,000,000 in four equal increments. The proceeds of each advance by the lender to Studio One are to be used to manufacture, ship, install and operate MyStudios serving as collateral for such advance. Each advance is evidenced by a promissory note, bearing interest at 12% per annum and due in 3 years from the advance dates, and a security agreement granting the lender a first lien on specified studios. The principal and interest on these notes may be converted at the lender’s option into Common Stock based on a conversion price of fifty cents ($0.50) per share.  As of September 30, 2010 the lender had advanced a total of $750,000 under this financing agreement.  Additionally, the Company granted 150,000 warrant s to the lender, which have an exercise price of $0.50 and expire in 5 years.

In accordance with ASC 470, the Company’s management evaluated the conversion terms of this note and has concluded that a beneficial conversion feature (“BCF”) exists. The value of the BCF was determined based on the stock price on the day of commitment, the number of convertible shares, and the difference between the effective conversion price and the fair value of the common stock, after allocating the proportionate amount of the debt proceeds to the fair value of the warrants. The value of the BCF of the three notes has been estimated at $603,500 and the fair value allocated to the warrants has been estimated at $114,200.

The $717,700 combined value of the BCF and the fair value of the warrants has been recorded as a debt discount against the carrying value of the loan and to additional paid-in capital. The Company will amortize the debt discount over the three year life of the notes and record the amortization as interest expense. As of September 30, 2010 the remaining debt discount is $625,416 and during the three months ended September 30, 2010 the Company recorded $50,313 in interest expense associated with the amortization of the debt discount.

NOTE 5 – COMMON STOCK

During the three months ended September 30, 2010, the Company issued 22,500 common shares for $12,084 in net cash proceeds and issued 256,392 shares of the Company’s common stock to employees and non-employees for services rendered to the Company valued at $241,545, based on the market price of the stock on the day of issuance.  The Company also issued 205,833 shares of common stock for warrants exercised for cash for a total of $104,166 and 236,241 shares of common stock to extinguish notes payable and accrued interest totaling $139,277.

NOTE 6 – STOCK PURCHASE OPTIONS AND WARRANTS

During the three months ended September 30, 2010, the estimated value of the compensatory common stock purchase warrants and stock options granted to employees and non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions: expected term of 2-5 years, a risk free interest rate of 0.26%-1.35%, a dividend yield of 0% and volatility of 77%-143%%. The amount of the stock-based compensation charged to expenses for compensatory options and warrants granted in exchange for services was $298,308 and is included in General and Administrative Expense.

In addition to options and warrants, the Company recognized $352,833 of share-based compensation expense for common stock issued to employees and non-employees for services, which is included in General and Administrative Expense.

NOTE 7 - SUBSEQUENT EVENTS

In accordance with ASC 855 Company management reviewed all material events through the date of this report and determined that there are no material subsequent events to report.                                                                

9

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

The discussion and financial statements contained herein are for the three months ended September 30, 2010 and 2009. 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

This Quarterly 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 Repo rt, 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 wh ich 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 growth and growth rate of our operations, business, revenues, operating margins, costs, expenses and acceptance of any products or services;

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

· our dilution related to all equity grants to employees and non-employees;

· that we will continue to make significant capital expenditure investments;

· that we will continue to make investments and acquisitions;

· the sufficiency of our existing cash and cash generated from operations;

· the increase of sales and marketing and general and administrative expenses in the future;

· the growth in advertising revenues from our websites and studios will be achievable and sustainable;

· that seasonal fluctuations in Internet usage and traditional advertising seasonality are likely to affect our business; 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 Quarterly Report.

All references in this report to “we,” “our,” “us,” the “Company” or “Studio One” refer to Studio One Media, Inc., and its subsidiaries and predecessors.

10

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

General

Corporate Background

We are a Delaware public company traded on the Over-The-Counter Bulletin Board (ticker symbol: SOMD).  As of September 30, 2010, there were 26,643,598 shares issued and outstanding.   Since April 2006, we have raised approximately $11 million in the form of equity for purposes of research and development and the launch of MyStudio and AfterMaster.

The Company’s office and principal place of business is located at 7650 E. Evans Road, Suite C, Scottsdale, Arizona 85260 USA, and its telephone number is (480) 556-9303.

Business

We are a diversified media and technology company based in Scottsdale, Arizona.  Our subsidiaries and divisions include MyStudio, Inc., MyStudio Audio Labs, Inc., MyStudio Music and MyStudio Management.

Over the last seven years, Studio One and its wholly-owned subsidiary, MyStudio, Inc., have been engaged in the research and development of proprietary, leading-edge audio and video technologies for professional and consumer use.

Studio One introduced its first MyStudio in September 2008 with the installation of its first MyStudio HD Recording Studio. Studios have subsequently been installed in multiple locations with the expectation of additional studios being added in the near future.

The MyStudio business model and website featuring user generated content (“UGC”) are highly differentiated from leading companies in the entertainment and Internet industries. MyStudio offers a unique “bricks and clicks” business model of cash-generating studios (paid session revenues and on-studio monitor advertising) and Internet-based advertising revenues (website advertising). Currently, all major video sharing and social networking websites receive little or no revenue from the creation of the UGC hosted on their websites, forcing them to rely almost exclusively on revenue from website advertisers.

In addition, the Company expects additional future revenue to be generated from AfterMaster, as described herein, as well as music sales and talent management arising from UGC on the MyStudio.net website. Subject to the availability and timing of capital, Studio One expects to install and operate many MyStudios both nationally and internationally.

Quarterly Update

Following is a summary of corporate activities since June 30, 2010:

Studios

We currently have four studios in operation:  Hollywood, Phoenix, Miami and Dallas.  The Hollywood studio has been used for the past year to showcase the studio and its technologies to the entertainment and music industries.  Having successfully showcased the studio and begun discussions with various parties, we have decided to find a permanent location for the studio, which will allow us to open the studio to the general public.  We are in discussions on such a space in the Hollywood area.

We have completed an additional studio and is nearing completion of the restoration of the Nashville studio, which was damaged in the floods earlier this calendar year.  We have delayed installing the completed studio in a mall as we are in discussions with several parties about installing this studio and the soon-to-be-completed studio in high profile non-mall, strategic locations in the U.S.  We expect to complete these agreements soon.

11

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

Quarterly Update - continued

Preparing for substantial growth, we recently placed an order for 15 additional MyStudio chassis. Our new manufacturing partner provides for significant cost savings for the overall studio thus providing for a shorter payback period on the capital investment.  The first of the new chassis is expected to be delivered to us later this month.  We are also evaluating our other suppliers for cost savings opportunities.  Subject to the availability of adequate capital, we expect to accelerate the rollout of its studios in the U.S. and continue focus on gaining critical mass.  Such critical mass should allow us to attract a far greater number of strategic partners who can use the studios for large quantities of contestants for auditions and contests. 

We have received significant inbound interest for MyStudio from around the globe.  We are in active discussions with several potential strategic partners for the rollout of MyStudio into foreign locations. These potential partners have the available capital to pursue many studios within their proposed geographies and anticipate capitalizing on the studios’ functionality for auditions, original music and karaoke.  Assuming the successful completion of such agreements, we anticipate increasing our purchase order with our current manufacturing partner for the studio chassis. 

MyStudio Strategic Partnerships

We have recently partnered with The Network Talent, a recently formed talent consortium with modeling agencies from around the globe.  The Network Talent has hosted contests to identify new and emerging models in the Miami and Dallas areas.   Paul Fisher, a long-time member of the Advisory Board, has been instrumental to furthering the Company’s modeling objectives.

In August 2010, we again associated ourselves with Mr. Fuller through 19 Entertainment’s and MySpace’s auditions for If I Can Dream, a new post-reality television concept offered through Hulu.com.  MyStudio was used by a number of aspiring artists to perform their audition demos in hopes of being selected to join this show.  19 Entertainment is a leading name and powerhouse within the television business, with hit shows  including American Idol and So You Think You Can Dance.

We expect to announce other auditions for high profile shows in the near future.  We believe that auditions provide a significant revenue opportunity for MyStudio.  The feedback from casting directors has been very favorable based on the quality and ease of MyStudio for identifying talent. The addition of Sheila Jaffe to our Advisory Board will be valuable to driving the Company’s casting initiatives.

We have announced a number of contests which have driven traffic to the studio and increased brand awareness, including The GRAMMY Foundation, Hollywood Music in Media, The Crack Comedy Club Challenge and many others.  We expect to continue to enter into partnerships with other high profile entertainment companies to ensure steady traffic to the studio.

AfterMaster

AfterMaster is a revolutionary audio technology that makes music significantly louder, fuller and more exciting than traditionally mastered music. The technology is a proprietary, patents-pending combination of hardware and software which was developed over the last five years by the MyStudio audio engineering team.  It can be applied on virtually all audio sources including, music, radio, television and film.  The AfterMaster process can be used to create both a master from a master audio mix or to “AfterMaster” existing music that has already been mastered. AfterMaster allows any mastered audio to be remastered without the need to access the master mix. The near-term focus of AfterMaster is on new music releases as well as catalogue music; subsequent efforts will focus on television and motion pictures. We believe that the technology can be the technological impetus that can revitalize the music industry by providing consumers an unprecedented leap in sound quality and added value.   

We continue to have favorable discussions with several major record labels to AfterMaster new and existing catalog music.  The first commercial music release utilizing our AfterMaster technology was Janet Jackson’s new single, “Make Me,” produced by nationally recognized producer Rodney Jerkins.   AfterMaster has also been utilized on music by Lady Gaga, Ray J, Shontelle, among others.  We expect to announce other significant musical releases using our technology in the very near future.

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

Quarterly Update - continued

Recent additions to the Advisory Board, including Rodney Jerkins, Richard Perry, Diane Warren and Jason Flom, are expected to play a significant role in positioning AfterMaster for broad adoption within the music industry.

Corporate

Earlier this calendar year, we hired a Vice President of Marketing to accelerate our revenue activities related to sponsorships and prepare for our national marketing rollout.  Upon the successful installation of our sixth studio, we expect to significantly increase our marketing efforts nationwide to drive session revenue, sponsorship and advertising revenues.  Having six studios in major metropolitan areas, management believes that it has a much greater opportunity to gain national attention of large sponsors who understand the opportunity to partner with MyStudio for promotions, contests and auditions to favorably market their own businesses.

During fiscal 2010, the Company added a number of leaders in the music and entertainment industries to its Advisory Board to assist in the development, promotion and strategic direction of its core products.    Jason Flom is the newest member of our Advisory Board.  Mr. Flom has served as CEO of Atlantic Records, Virgin Records, Capitol Music Group and Lava Records.  His labels have represented music superstars Katy Perry, Jewel, Hootie & The Blowfish, Stone Temple Pilots, Matchbox 20, Kid Rock, Blue Man Group and many others.

We recently hired Anna King as Vice President – Licensing & Artist Relations.   Ms. King was previously worked for EMI Music where she was responsible for structuring thousands of licensing transactions.  Ms. King is focused on increasing our MyStudio Karaoke Library through additional music licensing deals, structuring revenue-generating agreements for AfterMaster and identifying potential musical talent for the MyStudio Management division. 

MyStudio HD Recording Studios

Studio One has developed MyStudio, a self contained, state-of-the-art, high definition (“HD”) interactive audio/video recording studio designed for installation in shopping malls and other high traffic areas.

MyStudio offers consumers true professional recording studio-quality audio and HD broadcast-quality video with an ease, economy and convenience never before available to the public. MyStudio is designed for installation in malls and other high traffic pedestrian areas. MyStudio and its accompanying website, MyStudio.net, incorporate into a single entertainment venue some of the best elements of the world’s leading Internet and entertainment properties including video sharing, social networking and talent-related television programming. MyStudio eliminates the high cost and technological and logistical barriers inherent in the creation of high quality production and uploading of video content onto the Internet for both amateurs and professionals alike.  

MyStudio enables users, for a $20 fee, to record up to a five-minute personalized video with professional-quality backdrop, lighting and sound. The studios feature Hollywood-style green screen technology, and users can select from over a thousand HD virtual backgrounds (static and dynamic) and thousands of exclusively licensed karaoke tracks from EMI Music Publishing. The studio lighting is custom programmed for each virtual background, and the sound quality is derived from a specially engineered acoustic design and a proprietary audio signal sequencing process.  Professional users, such as musicians and entertainers, often pay hundreds or thousands of dollars for comparable professionally produced audio and video.

Finished videos are available within minutes for viewing at MyStudio.net upon completion of the recording. Videos are protected with a privacy pass-code, and uses can decide whether to make their videos available to the public. The MyStudio.net website offers users the opportunity to share videos and create member profile pages in a dynamic social networking environment. Users may also create links between MyStudio.net and other social networking sites or their own websites, such as their own small businesses. MyStudio.net member s can enter contests, order free CDs or DVDs of their videos, download MP3 audio files (restrictions apply), access embedded codes or print high resolution photos from their video.

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

MyStudio HD Recording Studios - continued

MyStudio has been used to create videos for music, modeling, comedy, dating, job resumes, auditions, and personal messages and greetings. Users can also enter their videos into industry-sponsored music, casting, modeling and comedy contests, and auditions.. In addition, the Company has offered various themed holiday greetings, as well as greetings to U.S. troops overseas.

As of September 30, 2010, MyStudio locations included Hollywood, Miami, Dallas and Phoenix.  We have completed an additional studio and are finalizing the restoration of the original Nashville studio.  We have placed an order for 15 studio chassis with an Arizona manufacturing company.

MyStudio Business Strategy

The Company plans to introduce its MyStudios into key markets throughout the U.S. followed by a rollout into international markets.  The ease and quality of the studios have created significant repeat users and increasing traffic to the Company’s MyStudio.net website.

Provide High Quality Interactive Recording Studios to the Public.   The Company believes MyStudio offers a service never before available to the public – a professional quality recording experience at an affordable price.  The HD virtual backgrounds, professional lighting and specially engineered sound cannot be replicated by users at home or outside a professional studio.

Connect Talent to Talent Seekers.   MyStudio provides the aspiring artist or entertainer with a cost-effective, professional quality platform to showcase his or her talent.  Entertainers often pay hundreds or thousands of dollars for comparable professionally produced audio and video products.  Users can often afford to make numerous videos to showcase their talents due to minimal price point for using MyStudio.  There have been several recent incidents where users’ videos have allowed them to be discovered by talent agents.

The studios provide entertainment recruiters with an entirely new method for locating talent. Using MyStudio’s software casting applications, casting directors are able to review a standardized and efficient format for judging talent prospects. This contrasts with the inefficiencies of them receiving, loading and screening numerous formats of video (i.e., VHS and DVDs) for talent. Additionally, MyStudio allows prospective contestants the ability to perform their auditions on their own time and in unlimited quantities versus the current casting call standard of having only a few moments and a single opportunity in front of a casting agent.  Reality television producers understand that their shows are only as good as the talent. MyStudio will allow for a greater number of contestants to try-out for these shows which provi des producers with a much deeper well of talent. MyStudio has the ability to set a new standard and create a new marketplace for sellers and buyers of talent.

The Company announced a strategic partnership with RealityWanted.com.  RealityWanted.com is the leading source for reality TV casting calls in the U.S.  The partnership will open opportunities for members of both companies to create audition videos for hundreds of top reality television shows.  Most reality TV applicants are missing one of the most critical components to being selected – the video. This partnership creates a turnkey reality TV casting platform to help complete the casting process. Users can easily supplement their RealityWanted.com profiles with a high-quality video that better conveys their talents and unique personality traits giving them a greater chance of being selected for a reality television show. As MyStudio offers over 1,000 high definition backgrounds, users can pick an en vironment to best suit their audition. This is another example of the Company forming strategic partnerships to drive traffic to our studios and website.  A similar partnership was formed with Back Stage Casting, a leading source for casting opportunities for live productions.

We partnered with entertainment moguls Simon Fuller, Perez Hilton and Jamie King in the casting for Boy Band, a contest to identify five males between ages of 13 to 21with outstanding dance and vocal talent to form a high profile band.  Mr. Fuller is the producer of the hit show American Idol.  Mr. Hilton is a famous celebrity gossip columnist with a very extensive following.  Mr. King is a world renowned choreographer.

We partnered with Boy Band to provide for convenient and easy auditions.  They understand how MyStudio can be successfully utilized for auditions without spending hundreds of thousands of dollars and months on the road auditioning large numbers of potential contestants.

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

MyStudio Business Strategy - continued

Build an Online Community Featuring User-Generated Content.    MyStudio.net captures the social networking phenomena of MySpace, Facebook and YouTube and combines it with a superior audio/visual experience.  The MyStudio.net website allows users to create personal profiles, share videos with family and friends and make their videos available to the public, all of which encourage user loyalty and viral growth opportunities.

Expand the MyStudio Concept into New Vertical Industries.   The potential utilization of the recording studios extends well beyond the entertainment industry. The studios can facilitate efficiency, personalization and differentiation in many industries including professional recruitment and staffing, Internet dating, corporate training, online greeting cards and business promotion.  The Company expects to develop future partnerships for content and users with recruiting, dating and greeting card companies among others.

MyStudio Business Model

The Company’s “bricks and clicks” business model is currently based upon three primary sources of revenue: recording session fees from the MyStudio studios and advertising revenue from both the individual studios and the Company’s MyStudio.net website.  The Company plans to drive recording session revenue through the use of industry-sponsored music, modeling and talent contests and drive revenue growth through the addition of new studios and new and repeat users.  These studios in turn will drive exponential traffic to the MyStudio.net website as each new video generates a greater number of unique website visitors due to the viral effect of the Company’s video sharing offeri ng.

The Company’s management team believes that its success depends on the Company’s ability to raise additional capital, deploy multiple studios and create strategic partnerships that drive traffic to the studios.  The Company’s current installed base of studios are insufficient to generate adequate revenues to achieve overall profitability for the Company.  By deploying multiple studios, the Company believes that it will be able to successfully implement its business plan, attract a greater number of strategic partnerships and achieve profitability.

MyStudio Recording Session Revenue.  Each studio is designed to record videos during a mall’s operating hours, which can average 11 hours per day.  The Company charges $20 per session for use of the studio. Each session lasts up to five minutes.  There are two pay stations on the studio to expedite the song and background selection and payment process.  Additionally, users may prepay their sessions from home and have an opportunity to select from a greater variety of songs and backgrounds.  The two pay stations and home prepayment are designed specifically to increase throughput of those using the studio.

The Company has over 1,000 HD backgrounds from which to select or users may provide their own backgrounds.   Additionally, MyStudio currently offers thousands of songs licensed from EMI Music Publishing and others for karaoke usage and expects to complete additional licensing agreements in the future.  In many instances, users perform their own songs using their guitar, keyboard or other instruments, which may be plugged into the studios for a professionally sounding quality video.

MyStudio On-Studio Advertising Revenue.   The exterior of the studios contain eight (8) 37” LCD flat screen monitors that are used to promote MyStudio and display advertising messages from selected sponsors and third party advertisers.  The Company has successfully sold advertising on the studios, and the Company believes that it will secure national advertising sponsors when it has multiple studios in operation.

Website Advertising Revenue.  Visitors, visitor demographics and time spent on a website are the primary drivers behind advertising-based revenue models for Internet properties.  The user-generated content created in MyStudio is the traffic generator for the Company’s MyStudio.net website.  

We expect web traffic to grow substantially as additional studios are launched.   We believe that our web property can create significant value for our shareholders.  The leading social media websites, such as Facebook, have created substantial valuations for themselves based on website advertising.  Unlike a number of other social media and Internet companies, we are not solely dependent upon website advertising to generate revenues. Our more diverse “bricks and clicks” business model allows our shareholders to benefit from multiple revenue streams, with the website being just one of our valuation drivers.

MyStudio Marketing and Promotion Strategy

Our business plan calls for the establishment of regular events, auditions and contests to drive traffic to its studios; this assumption has been confirmed by a marked increase in studio traffic when contests and promotions have been offered.  Our marketing and promotion strategy is designed to drive traffic through the studios which in turn drives traffic to the MyStudio.net website.

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

MyStudio Marketing and Promotion Strategy - continued

In May 2010, we hired Tony Quist as Vice President of Marketing.  Mr. Quist is an accomplished sales and marketing executive responsible for creating substantial financial sponsorships for his previous employers.  To date, we have not invested significant dollars for marketing as we believe such marketing efforts would not have been prudent without a national footprint for MyStudio. Upon the successful installation of our sixth studio, we expect to significantly increase our national marketing efforts to drive sponsorship and advertising revenues. With six studios in major metropolitan markets, we believe that we will have a much greater opportunity to gain national attention of large sponsors who understand the opportunity to partner with MyStudio for contests and auditions to favorably market their own busine sses.

We remain focused on forming strategic partnerships at the local, regional and national level with talent seekers (the television, music, film, performing arts and modeling industries), the media (radio and television stations and printed media) and corporate sponsors who may seek access to our expanding user base.  Such partnerships are designed to generate industry-sponsored music, modeling and talent contests to stimulate trial of and demand for the studios.

Despite the lack of a major marketing campaign to date, we have successfully partnered with some of the top names in the entertainment business. 

In December 2008, we finalized multi-year partnerships with Mark Burnett Productions for reality television casting and The GRAMMY Foundation to host auditions for various GRAMMY Foundation programs.  Our MyStudio recording studios and our accompanying website, MyStudio.net, have and are being used for auditions and promotions relating to several GRAMMY Foundation programs for young people including GRAMMY Camp®, GRAMMY® Signature Schools and the GRAMMY Jazz Ensembles.

Our agreement with Mark Burnett Productions (“MBP”) provides for the use of MyStudioto augment the casting of MBP television shows, such as Are You Smarter Than a Fifth Grader.  MBP is a leading production company for primetime television, cable and the Internet, and has produced over 1,100 hours of television programming which regularly air in over 70 countries around the world.  We believe the agreement is a significant development in encouraging trial and utilization of MyStudio and creating national exposure for our brand.

In November 2009, we announced our strategic partnership with RealityWanted.com, the leading source for reality TV casting calls in the U.S.  The partnership provides opportunities for members of both companies to create audition videos for hundreds of top reality television shows.  Most reality TV applicants are missing one of the most critical components to being selected – the video. This partnership created a turnkey reality TV casting platform to help complete the casting process. Users can easily supplement their RealityWanted.com profiles with a high-quality video that better conveys their talents and unique personality traits giving them a greater chance of being selected for a reality television show. As MyStudio offers over 1,000 high definition backgrounds, users can pick an environment to best suit their audition.

In January 2010, we partnered with entertainment moguls Simon Fuller, Perez Hilton and Jamie King for the auditions for their new Boy Band project, a contest to identify five males between the ages of 13 and 21 with outstanding dance and vocal talent to form a high profile band.  Mr. Fuller is the producer of the hit show American Idol.  Mr. Hilton is a famous celebrity gossip columnist with a very extensive following.  Mr. King is a world renowned choreographer.  We partnered with Boy Band to provide for convenient and easy auditions for their search.  In addition, MyStudio was responsible for developing the webs ite for the contest: www.boybandsearch.com.

In February 2010, we announced our partnership with Back Stage Casting.  Back Stage is the entertainment industry’s most recognized resource for real-time casting and audition information, acting advice, job listings and entertainment news.  Utilizing MyStudio, Back Stage can now offer its members and audition pieces for specific casting calls.  Film, theater and television productions are asking actors to submit audition videos specific to their projects to streamline the casting process and identify the most talented candidates.  MyStudio offers actors a high quality, convenient and inexpensive way to create their professional videos and increase their chances of being selected.  The Back Stage partnership complements our existing partnerships with Mark Burnett Productions and RealityWanted.com.

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

MyStudio Marketing and Promotion Strategy - continued

In August 2010, we again associated ourselves with Mr. Fuller through 19 Entertainment’s and MySpace’s auditions for If I Can Dream, a new post-reality television concept offered through Hulu.com.  MyStudio was used by a number of aspiring artists to perform their audition demos in hopes of being selected to join this show.

A number of other high-profile organizations have hosted contests using MyStudio.  We expect to continue to enter into partnerships with other high profile entertainment companies to ensure steady studio traffic.

Licensed musical content is another facet in our marketing and promotional strategy.  In July 2008, we entered into a multi-year licensing agreement with EMI Music Publishing (“EMI”) which grants us access to EMI’s extensive music catalog.  Notable EMI artists include Madonna, Stevie Wonder, Reba McEntire, Beyoncй, Kelly Clarkson, Alicia Keyes and Elvis Presley.  The agreement allows users to legally incorporate popular music from one of the world’s largest music publishers into their creative endeavors, synchronizing music, voice and video into a single format.  We believe this licensing agreement is unique in the user-generated content industry.

The Company has recently signed an agreement for additional musical content to supplement its existing karaoke offerings and is in discussions with additional parties to further offer the MyStudio users a broad selection of contemporary and popular karaoke songs from which to choose.

We are in discussions with several reality television companies about using the studios for casting.  These companies recognize the casting efficiencies from using MyStudio in terms of screening a greater number of candidates on an expedited basis to provide producers with the best on-screen personalities possible.

We continue to aggressively solicit additional reality TV, music, modeling and comedy audition opportunities and expects to make additional partnership announcements in the future.

AfterMaster

We have recently introduced a new audio mastering technology branded AfterMaster. The AfterMaster technology is held by MyStudio Audio Labs, Inc., a wholly-owned subsidiary of the Company.We believe that the AfterMaster process for mastering audio makes music significantly louder, fuller and crisper than traditionally mastered music. The AfterMaster process achieves its sound without adding compression distortion or exceeding recording industry limits of digital zero. The technology is a proprietary, patents-pending combination of hardware and software which was developed over the last five years by the MyStudio audio engineering team.  It can be applied on virtually all audio sources including, music, radio, television and film.

The AfterMaster process can be used to create both a master from a master audio mix or to “AfterMaster” existing music that has already been mastered. The technology allows any mastered audio to be remastered without the need to access the master mix. The business model includes the mastering and “AfterMastering” of both new music releases as well as catalog music.  We believe that AfterMaster can be the technological impetus that can revitalize the music industry by providing consumers with a new leap in sound quality and added value.   Some music industry experts who have recently been introduced to our technologies have equated it with high definition television: this technology has the opportunity to do for music what HD has done for television.

The first commercial music release utilizing the AfterMaster technology was Janet Jackson’s hit single, “Make Me”.  This song was released by Universal Music and produced by nationally recognized record producer Rodney Jerkins.  Additional songs, including music by Lady Gaga, Ray J and Shontelle have since been released using our technologies.  Advisory Board members Rodney Jerkins, Richard Perry and Jason Flom are very influential in the music community and are instrumental to the execution of the AfterMaster business plan.

We are currently focused on employing the AfterMaster technology for music - both existing catalogue and new releases. We believe this technology has the potential for the record labels to generate significant additional revenue from the re-release of their catalogues, while providing their listeners with a better listening experience.  The feedback from the record labels has been very favorable.  We are in discussions with a number of major record labels regarding the use of our technologies for broad commercial use.

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

Manufacturing

In July 2010, we announced that we had contracted for the manufacture of 15 of its proprietary studio chassis.  This agreement will allow the Company to realize substantial cost savings on the studio relative to the prior manufacturer.  We intend to finance the additional studios through a combination of existing capital resources, raising additional capital and utilization of its existing credit facility.

We are evaluating our other vendors of the studio components to lower the production cost of the studios.

Intellectual Property and Licensing

We have embarked on an aggressive intellectual property program including the filing of numerous foreign and domestic patent applications and trademark applications with the U.S. Patent and Trademark Office all designed to protect what we believe is innovative and proprietary technology. 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.

With respect to licensed content, we will be responsible for paying for all underlying music-related licensing rights including publishing, synchronization and internet performance rights, for karaoke music used in MyStudio videos.

Employees

As of September 30, 2010, we employed twenty full-time and twelve part-time employees, including attendants at the MyStudio locations.  We expect to seek additional employees in the next year to handle anticipated potential growth.

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

Facilities

Pursuant to a lease originally dated January, 2006, we currently occupy approximately 11,800 square feet of office space located at 7650 E. Evans Rd., Suite C, Scottsdale, Arizona 75260 on a month-by month basis.  The total lease expense is approximately $9,609 per month, payable in cash and Common Stock of the Company.

We are leasing space on a month-to-month bais in West Hollywood, California, which serves as both office space and a showroom for MyStudio.  We also lease an office in Los Angeles for use by our audio team in connection with our AfterMaster product.  This is a one-year lease expiring on August 31, 2011.  The total lease expense is approximately $10,000 per month and the total remaining obligations under these leases at September 30, 2010 is approximately $33,500.

We lease space at mall locations for MyStudio pursuant to one-year leases.   The monthly rent for these spaces is at market rates commensurate with other kiosk operations.  As we expand, we will continue to secure space for its recording studios at various venues and locations throughout the country.

RESULTS OF OPERATIONS

Revenues

	Three Months Ended September 30
	2010			2009
Session Revenues		$	93,170		$	18,700
Advertising Revenues			7,500			10,643
Other Revenues			2,200			-
Total Revenues		$	102,870		$	29,343

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

Revenues - continued

The revenue for the three months ended September 30, 2010 increased to $102,870 from $29,343 or 251% over the comparable three month period ended September 30, 2009.   

Of the $100,670 of studio session and advertising income for the three months ended September 30, 2010, $26,420 was cash and the remaining $74,250 was in barter.  For the comparable three months ended September 30, 2009, of the $29,343 in studio session and advertising income, $7,700 was cash and $21,643 was in barter.  

While the Hollywood studio opened in August 2009, it is used to showcase MyStudio to the music and entertainment industry in Los Angeles. The Company expects to begin generating revenues from this studio at a future date.

The Company’s business model currently generates revenues from three primary sources:

● Paid user fees from customers who utilize the studios to create an audio/video recording;

● Advertising revenue from the external monitors located on each MyStudio facility; and

● Advertising revenue from its website.

The revenues from each of the first two of these sources is expected to increase proportionally to the number of studios we place in operation.   The revenue from advertising on the website will depend on the number and length of visits to our website by MyStudio users and other viewers.

Cost of Sales

	Three Months Ended September 30
	2010		2009
Cost of Sales (excluding depreciation and amortization)	$	121,205	$	41,255

Cost of sales consists primarily of studio rent, attendant labor and Internet connectivity and excludes depreciation and amortization on the studios. The $79,950 increase in cost of sales for the three months ended September 30, 2010, over the comparable period for the prior fiscal year, is attributable, primarily, to the opening of additional studios.

Other Costs and Expenses

	Three Months Ended
	September 30,
	2010		2009
Advertising Expense	$	138,749	$	67,264
Depreciation Expense		74,378		38,422
Professional Fees		813,943		966,642
Research and Development		208		9,857
General and Administrative Expenses		361,827		338,078
Total	$	1,389,105	$	1,420,263

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

Other Costs and Expenses - continued

Other costs and expenses consist primarily of compensation and related costs for personnel and facilities to our finance, human resources, facilities, information technology, and expenses related to the issuance of stock compensation.  

Total other costs and expenses decreased in the three-month period ended September 30, 2010 by $31,158 compared to the three months ended September 30, 2009 due to a reduction in professional fees. The decrease in professional fees is primarily attributable to non-cash expenses from shares issued to various employees and consultants for services rendered and for options warrants to employees and consultants for services during the period.  This decrease in professional fees was offset by an increase in depreciation of new studios place in service during the year and an increase in general and administrative expenses resulting from increased operations surrounding the new studios. 

Due to the Company’s cash position, we use our stock as currency to pay many employees, vendors and consultants.  Once we have raised additional capital from outside sources, as well as generated cash flows from operations, we expect to reduce the use of stock as a primary means of compensation. We elected to use the Black-Scholes option-pricing model to determine the fair value of stock option based awards under FASB ASC 718 consistent with that used for disclosures under FASB ASC 718, “Accounting for Stock-Based Compensation”.

Net Income/(Loss)

	Three Months Ended September 30
	2010			2009
Net Income/(Loss)	$	(1,420,968	)	$	(1,459,672	)

The net loss for the three months ended September 30, 2010 decreased by $38,704 as compared to the three months ended September 30, 2009.    The decrease in the net loss is primarily related to increased revenues.

LIQUIDITY AND CAPITAL RESOURCES

The Company had revenues of $102,870 during the three months ended September 30, 2010 as compared to $29,343 in the comparable quarter of 2009.  The Company has incurred losses since inception of $21,990,008.  At September 30, 2010, the Company has negative working capital of $1,206,375, which is a decrease in working capital of $1,287,145 from June 30, 2010.  The decrease in the working capital was primarily due to lower cash balances, higher accounts payable and additional short-term borrowings.

The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions and/or financing as may be required to sustain its operations.  Management’s plan to address these issues includes a continued exercise of tight cost controls to conserve cash and obtaining additional debt and/or equity financing.

As we continue our activities, we will continue to experience net negative cash flows from operations, pending receipt of significant revenues that generate a positive sales margin.  

The Company expects that additional operating losses will occur until net margins gained from sales revenue is sufficient to offset the costs incurred for marketing, sales and product development. 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. 

In addition, the Company will require substantial additional funds to continue production and installation of the additional studios and to fully implement its marketing plans.  

The Company’s management team believes that its success depends on the Company’s ability to raise additional capital, deploy multiple studios and create strategic partnerships that drive traffic to the studios.  The Company’s current three studios are insufficient to generate adequate revenues to achieve overall profitability for the Company.  By deploying multiple studios, the Company believes that it will be able to successfully implement its business plan, attract a greater number of strategic partnerships and achieve profitability.

As of September 30, 2010, the existing capital and anticipated funds from operations were not sufficient to sustain Company operations or the business plan over the next twelve months.  We anticipate substantial increases in our cash requirements which will require additional capital be generated from the sale of common stock, the sale of preferred stock, equipment financing, debt financing and bank borrowings, to the extent available, or other forms of financing to the extent necessary to augment our working capital.  In the event we cannot obtain the necessary capital to pursue our strategic business plan, we may have to significantly curtail our operations.  This would materially impact our ability to continue opera tions. 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.  

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

LIQUIDITY AND CAPITAL RESOURCES - continued

Recent global events, as well as domestic economic factors, have recently limited the access of many companies to both debt and equity financings. As such, no assurance can be made that financing will be available, or available on terms acceptable to the Company, and, if available, it may take either the form of debt or equity. In either case, any financing will have a negative impact on our financial condition and will likely result in an immediate and substantial dilution to our existing stockholders.  

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.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4T.  CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer, President, and Chief Financial Officer (the “Certifying Officers”) are responsible for establishing and maintaining disclosure controls and procedures for the Company.  The Certifying Officers have designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this Report was prepared.

The Certifying Officers responsible for establishing and maintaining adequate internal controls over financial reporting for the Company used the “Internal Control over Financial Reporting Integrated Framework” issued by Committee of Sponsoring Organizations (“COSO”) to conduct an extensive review of the Company’s “disclosure controls and procedures” (as defined in the Exchange Act, Rules 13a-15(e) and 15-d-15(e)) as of the end of each of the periods covered by this Report (the “Evaluation Date”).  Based upon that evaluation, the Certifying Officers concluded that, as of September 30 2010 and 2009, our disclosure controls and procedures were ineffective in ensuring that the information we were required to disclose in reports that we file or submit under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms.

The Certifying Officers based their conclusion on the fact that the Company has identified material weaknesses in controls over financial reporting, detailed below.  In order to mitigate these weaknesses, the Company has contracted with consultants with expertise in U.S. GAAP and SEC financial reporting standards to review and compile all financial information prior to filing that information with the SEC.  There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

(b) Internal Controls over Financial Reporting

Management is responsible for establishing and maintaining adequate internal controls over financial reporting for the Company.  Management used the “Internal Control over Financial Reporting Integrated Framework” issued by COSO to conduct an extensive review of the Company’s internal controls over financial reporting to make that evaluation.  As of September 30, 2010 and 2009, the Company had a deficiency in internal controls that constituted material weaknesses in internal controls. Due to these material weaknesses, management concluded that internal controls over financial reporting as of September 30, 2010 and 2009 were ineffective, based on COSO’s framework.

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ITEM 4T.  CONTROLS AND PROCEDURES - continued

This deficiency is attributed to the fact that the Company does not have adequate resources to address complex accounting issues, as well as an inadequate number of persons to whom it can segregate accounting tasks within the Company so as to ensure the separation of duties between those persons who approve and issue payment from those persons who are responsible to record and reconcile such transactions within the Company’s accounting system.  This control deficiency will be monitored and attention will be given to the matter as the Company begins operations as an active business entity. Management has concluded that this control deficiency constituted material weaknesses that continued throughout September 30, 2010 and beyond.  In order to mitigate this risk, the Company has contracted with consultants with expertise in US GAAP and SEC financial reporting standards to review and compile all financial information prior to filing that information with the SEC.  There were no significant changes in our internal control over financial reporting or in other factors that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

This Quarterly Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Report.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company may become involved in certain legal proceedings and claims which arise in the normal course of business.  At September 30, 2010, there are no legal proceedings which the Company believes will have a material adverse effect on its financial position.

ITEM 1A - RISK FACTORS

You should carefully consider the risk factors and other uncertainties set forth below and all other information contained in this Report, as well as the public disclosure documents incorporated by reference herein.  If any of the events contemplated by the following risks actually occurs, then our business, financial condition, or results of operations could be materially adversely affected. As a result, the trading price of our Common Stock could decline, and you may lose all or part of your investment. The risks and uncertainties below are not the only risks facing our company. 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.

History of Operations and Dependence on Future Developments.

We own proprietary audio/video recording technology, patent and trademark applications, studio design, methods and related concepts for the MyStudio HD Recording Studios.  MyStudio is a self contained interactive video recording studio designed for installation in shopping malls and other pedestrian high traffic public areas.  The studios 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.  We believe MyStudio methods, processes and business model are proprietary and a unique opportunity in the entertainment industry.

We opened our first studio in September 2008 and intend to place our studios in malls across America, as well as expand into other high traffic locations, theme parks, airport terminals and theaters.  Ultimately, MyStudio intends to be a one-stop accessible facility that acts as a link between an entertainment hopeful and the acting, fashion and music industries.  Our revenues are generated by services provided by the studio, as well as through website advertising.

We have a history of losses and will likely realize future losses.  MyStudio has limited operations and is currently generating modest revenues.

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ITEM 1A - RISK FACTORS - continued

We are dependent upon our management, certain shareholders and investors for fundraising.  We expect 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.  We are subject to all of the risks inherent in establishing an early stage business enterprise.  Since we have limited operations, there can be no assurance that our business plan will be successful.  The potential for our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered with an early stage business and the competitive environment in which we will operate.  A prospective investor should be aware that if we are not successful in achieving our goals and achieving profitability, any mo ney invested in us will likely be lost.  Our management team believes that our potential near-term success depends on our success in, manufacturing, marketing and selling our products and services.

As an early stage company we are 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 our 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.

Limited Capital and Need for Additional Financing.

The funds currently available to us are inadequate to fully implement our business plan.  Until we have achieved a sales level sufficient to break-even, we will not be self-sustaining or be competitive in the areas in which we intend to operate.  We require additional funding for continued operations and will therefore be dependent upon our ability to raise additional funds through bank borrowing, equity or debt financing or asset sales. We expect to access the public and private equity and/or debt markets periodically to obtain the funds we need to support our operations and continued growth.  There is no assurance that we will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to us.  If we require, but are unable to obtain, addi tional 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 we cannot obtain needed funds, we 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.   

We require substantial capital to manufacture our recording studios.  Although we intend to engage in subsequent debt and equity offerings of our securities to raise additional working capital for operations and studio manufacturing, we have no firm commitments for any additional funding, either debt or equity, at the present time.  Insufficient financial resources may require us to delay or eliminate all or some of our studio rollout, marketing and sales plans, which could have a material adverse effect on our business, financial condition and results of operations.  There is no certainty that our expenditures will result in a profitable business as proposed.

Lack of Diversification.

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

Competition.

We know of no competitors offering a similar high-quality, in-mall HD recording studio experience.  We believe that we are 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 us valuable time to gain consumer recognition and a foothold in the market. While the technology surrounding MyStudio is cutting edge and unique, we believe there are other factors that will separate us from competitors.  We have embarked on an aggressive intellectual property protection program which we believe will be a sign ificant barrier to market entry to potential competitors.  In addition, we employ individuals who have long standing relationships and expertise in various segments of the entertainment, marketing, finance and communications industries, which we expect will help facilitate the negotiation of favorable partnerships, sponsorships and industry support for MyStudio.

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ITEM 1A - RISK FACTORS - continued

Competition. - continued

Nonetheless, many potential competitors have greater name recognition, industry contacts and more extensive customer bases that could be leveraged to accelerate their competitive activity.  Moreover, potential competitors may establish future cooperative relationships among themselves and with third parties to enhance their products and services in this market space in which we propose 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 our profitability or viability.

Our web property competes in a growing social media market with companies like Facebook, YouTube and MySpace.  We believe our HD-quality and user-generated content is unique and may allow us to differentiate ourself from other social media companies.

Performance - Market Acceptance.

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

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 and its subsidiaries have filed numerous patent applications relating to MyStudio, AfterMaster and related technologies and processes, and while we believe 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 us.  We have filed several trademark applications and have r eceived Notices of Allowance on four 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 ours, 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, this 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 successfu l 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 our competitors, some of which have substantially greater resources, will not obtain patents or other intellectual property protection that will restrict our ability to make and sell its products.  If we are unsuccessful in protecting proprietary and intellectual property rights to MyStudio or AfterMaster related business methods and websites, it could have a material adverse effect on our business, results of operations, financial condition and value, and financial results.

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ITEM 1A - RISK FACTORS - continued

Economic Downturn.

We are susceptible to adverse impacts caused by economic downturns locally and in the markets in which we propose to operate, as well as broader economic downturns affecting a region, or the particular industry sector in which we propose to operate.  There can be no assurance that we will survive any such economic downturn, or if we do survive, that we 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 industri es 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 our operations will negatively impact our ability to perform for a period of time.

Dependency on Foreign Components for our Products.

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

Exposure to Product Liability Lawsuits.

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

Dependency on Key Suppliers and Product Availability.

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

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ITEM 1A - RISK FACTORS - continued

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 manufacturing and assembly of MyStudio. 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 an d financial condition.

Fluctuations in Cost of Raw Materials.

Our results of operations could be adversely affected by fluctuations in the cost of raw materials. The manufacturing process is 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.

Terms of Subsequent Financings.

Terms of subsequent financings may adversely impact your investment.  We will engage in common equity, debt, and/or preferred stock financings in the future.  Your rights and the value of your investment in Preferred or 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 the sale of common or preferred stock, institutional or other investors may negotiate terms at least as, and p ossibly more, favorable than the terms of your investment.  Shares of Common Stock which we sell could be sold into the market, which could adversely affect market price. 

Rapid Technological Change.

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

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ITEM 1A - RISK FACTORS - continued

Effect of Fluctuations in Operations on the 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 makes 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 broadly commercialize and expand MyStudio and/or AfterMaster;

● 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; and

● General economic conditions and economic conditions specific to the entertainment industry.

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 SEC 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 independent auditors on our financial statements for the year ended June 30, 2010 includes an explanatory paragraph relating to our ability to continue as a going concern.  We have suffered substantial losses from operations and require additional financing.  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.

As of September 30, 2010, we had 26,643,598 shares of Common Stock, $0.001 par value, issued and outstanding.  We have granted options to purchase 521,000 shares of Common Stock pursuant to our 2009 Long-Term Incentive Plan approved by the Board on June 10, 2009, and contemplate issuing options to purchase a maximum of 1,034,000 additional shares of Common Stock under this Plan.  We may also issue further shares to certain of our management, directors, officers, employees and consultants in the immediate future.  We also had 549,044 shares of various classes of Convertible Preferred Stock outstanding, which can be converted to 64,814 shares of Common Stock.  In addition, we had warrants outstanding that would perm it, if exercised, the issuance of 3,325,969 additional shares of Common Stock at an average exercise price of $1.16.  Issuing additional shares will result in further dilution to existing shareholders, which could be significant; meaning your percentage ownership of any such merged entity will be significantly less than your percentage ownership in us.  If we issue 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 will occur.

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ITEM 1A - RISK FACTORS - continued

Dilution; Dilutive Effect of Future Transactions. - continued

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 the market price.  Warrants may also be issued to advisors and vendors at times in lieu or in addition to other compensation. Exercises 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, which could be significant.

Restrictions on Transfer - No Public Market for Preferred Shares or Restricted Common Shares.

Our shares of Common Stock are traded on the Over-The-Counter Bulletin Board System (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 would be issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act.  

Expect to Incur Losses for the Foreseeable Future.

We expect to incur losses for the foreseeable future and we may never become profitable.   Our business model requires that additional studios be deployed and operating for us to generate enough revenues to reach break-even.  There are no assurances that such revenues will occur. 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 further 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.

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

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ITEM 1A - RISK FACTORS - continued

Reliance on Management.

We believe that our present management has the experience and ability to successfully implement our business plan for the foreseeable future.  However, it is likely that we will continue to add to our management and therefore will recruit additional persons to key management positions in the future.  Should we be unsuccessful in recruiting persons to fill the key positions or in the event any of these individuals should cease to be affiliated with us for any reason before qualified replacements can be found, there could be material adverse effects on our business and prospects.  Each officer, director, and other key personnel has or will have an employment agreement with us 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 us. 

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

Inability to Attract and Retain Qualified Personnel.

Our future success 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 our ability 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.

We expect to grow rapidly.  Rapid growth often places considerable operational, managerial and financial strain on a business.  To successfully manage rapid growth, we must accurately project its rate of growth and:

● Rapidly improve, upgrade and expand our business infrastructure;

● Deliver our 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 we are unable to successfully manage its growth.

Effects of Amortization Charges/Stock Based Compensation. 

Our losses will increase, or our earnings, if applicable, will be reduced, by charges associated with the issuance options and/or warrants.  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 two to ten years in the case of options granted to employees, officers and directors and two years 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 o f these potential charges cannot be estimated at this time because the charges will be based on the future value of our stock.

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ITEM 1A - RISK FACTORS - continued

Dividend Policy.

There can be no assurance that our proposed operations will result in significant revenues or any level of profitability.  We have not, and do not, anticipate paying cash dividends on our Common 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 cash 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.

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.

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.  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.

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

(a) During the three months ended September 30, 2010, the Company issued 30,833 common shares for $20,042 in cash.  The Company also issued 197,500 shares of common stock for warrants exercised for cash for a total of $98,750 and 91,635 shares of common stock to extinguish notes payable and accrued interest totaling $55,767.  We believe that the sale of the unregistered restricted Common Stock (the “Units”) noted above 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, includ ing our financial statements and 34 Act reports. We reasonably believed that the purchasers, immediately prior to purchasing 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 capital expenditures related to MyStudio, as well as for working capital and general corporate purposes.

(b) During the three months ended September 30, 2010, the Company agreed to issue 255,000 shares of Common Stock pursuant to warrants granted in connection with financial transactions and services provided by third-party consultants at an average exercise price of $0.69 per share.  Generally, the warrants may be exercised at any time within a two to five-year period beginning on the date of the respective grant dates.  The estimated value of the common stock purchase warrants granted to such individuals was determined using the Black-Scholes pricing model.

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

(c) In addition to options and warrants, the Company recognized $325,055 of share-based compensation expense for 431,862 shares of common stock issued to employees and non-employees for services, which is included in General and Administrative Expense., The value of the share-based compensation was based on the market price of the stock on the day of issuance.

(d) In June 2009, the Company adopted the 2009 Long-Term Incentive Plan intended to aid the Company in attracting and retaining key employees and consultants, to stimulate the efforts of such individuals and to strengthen their desire to remain with the Company.   During the three months ended September 30, 2010, the Company granted options for an additional 55,000 shares of Common Stock pursuant to this Plan at an average exercise price of $0.81 per share.  As of September 30, 2010, the Company had granted options under this Plan to sixteen eligible participants to purchase, in the aggregate, 521,000 shares of the Company’s Common Stock.  The exercise period for each of the grants ranges from two to three years from the date of grant and the average exercise price in each instance is $0.60.  The estimated value of the compensatory common stock options granted to qualifi ed individuals under the Plan was determined using the Black-Scholes pricing model.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

During the three months ended September 30, 2010, no matters were submitted to the shareholders for a vote.

ITEM 5. OTHER INFORMATION

Change of Independent Accountants

On August 13, 2010, we terminated Mantyla McReynolds, LLC, as our independent registered public accounting firm.   On August 17, 2010, we engaged SingerLewak LLP as our independent auditor.  Our financial statements as of and for the fiscal year ended June 30, 2010 have been audited to the extent indicated in the report of SingerLewak dated October 7, 2010, and have been prepared in accordance with generally accepted accounting principles and pursuant to Regulation S-X as promulgated by the SEC.  During the period prior to the engagement of SingerLewak, neither the Registrant nor anyone on its behalf consulted SingerLewak regarding the application of accounting principles to a specific completed or contemplated transaction, the type of audit opinion that might be rendered on our financial statements, or an y matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.  Further, SingerLewak has not provided written or oral advice to us that was an important factor considered by the us in reaching a decision as to any accounting, auditing or financial reporting issues.

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

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SIGNATURES

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

	STUDIO ONE MEDIA, INC.
Date: November 15, 2010	By:	/s/ Preston J. Shea
		Preston J. Shea,
		Title:   President and Chief Executive Officer

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

	STUDIO ONE MEDIA, INC.
Date: November 15, 2010	By:	/s/ Preston J. Shea
		Preston J. Shea,
		Title:  Director, President, Chief Executive Officer, Secretary

	STUDIO ONE MEDIA, INC.
Date: November 15, 2010	By:	/s/ Kenneth R. Pinckard
		Kenneth R. Pinckard
		Title:  Director, Vice President, Chief Financial Officer, Chief Accounting Officer

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