10-K/A 1 studioone_10ka-15761.htm STUDIO ONE MEDIA, INC. 10-K/A, AMENDMENT NO. 1 studioone_10ka-15761.htm  
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K /A
Amendment No. 1

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

For the fiscal year ended June 30, 2013

or

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

For the transition period from __________ to __________


STUDIO ONE MEDIA, INC.
(Name of Small Business Issuer as specific in its Charter)

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


7650 East Evans Road, Suite C
Scottsdale, Arizona 85260 
(Address of Principal Executive Offices) (Zip Code)

(480) 556-9303
(Registrant’s telephone number, including area code)

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

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

Common Stock, $.001 par value
(Title of Class)
 
 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  o No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o No  x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o
 
 
 
1
 
 
 
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 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). Yes o No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s most recently completed second fiscal quarter: $13,988,4326.  Shares of Common Stock held by each officer and director and each person, to Registrant’s knowledge, who owns more than 5% or more of the Registrant’s outstanding Common Stock have been excluded because these persons may be deemed to be affiliates. The determination of affiliate status for purpose of this calculation is not necessarily a conclusive determination for other purposes.

As of June 30, 2013, the number of shares of Registrant’s Common Stock outstanding was 51,244,242



DOCUMENTS INCORPORATED BY REFERENCE




 

 
 

 
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EXPLANATORY NOTE
 
We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the year ended June 30, 2013 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission on October 15, 2013, for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report furnishes the following items from the Form 10-K formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets as of June 30, 2013 and June 30, 2012, (ii) the Consolidated Statements of Operations for the years ended June 30, 2013 and 2012, (iii) the Consolidated Statements of Stockholders' Deficit for the years ended June 30, 2013 and 2012, (iv) the Consolidated Statements of Cash Flows for the years ended June 30, 2013 and 2012 and (v) the Notes to Consolidated Financial Statements.
 
No other changes have been made to the Form 10-K. This Amendment does not reflect events that have occurred after the October 15, 2013 filing date of the Form 10-K, or modify or update the disclosures presented therein, except to reflect the amendment described above.
 

 
 
 
 
 
 
 
 
 
 
 

 
 
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ITEM 15. EXHIBITS

The following Exhibits are incorporated by reference:
 
Exhibit No.
Description
  
3.1
Articles of Incorporation, dated May 12, 1988. (a)
  
3.1
Certificate of Amendment of Articles of Incorporation of Dimensional Visions Incorporated, dated January 16, 2006. (f)
  
3.2
Certificate of Amendment of Articles of Incorporation of Elevation Media, Inc., dated March 24, 2006. (f)
  
3.2
Bylaws. (a)
  
3.3
Certificate of Amendment of Certificate of Incorporation of Dimensional Visions Incorporated dated January 22, 2004. (f)
  
4.1
Certificate of Designation of Series A Convertible Preferred Stock, dated December 12, 1992. (a)
  
4.1
Form of Warrant issued to Participants in 2007 Private Placements. (g)
  
4.2
Certificate of Designation of Series B Convertible Preferred Stock, dated December 22, 1993. (a)
  
4.3
Certificate of Designation of Series P Convertible Preferred Stock, dated September 11, 1995. (a)
  
4.4
Certificate of Designation of Series S Convertible Preferred Stock, dated August 28, 1995. (a)
  
4.5
Certificate of Designation of Series C Convertible Preferred Stock, dated November 2, 1995. (a)
  
4.6
Certificate of Designation of Series D and Series E Convertible Preferred Stock, dated August 25, 1999. (a)
  
4.7
Form of Warrant Agreement to Debt Holders, dated January 15, 1998. (a)
  
4.8
Form of Warrant Agreement to Debt Holders, dated April 8, 1998. (a)
  
4.9
Form of Warrant Agreement to Participants in Private Placement, dated April 8, 1998. (a)
  
4.10
Pledge Agreement with Dale Riker and Russ Ritchie, dated January 11, 2001. (b)
  
4.11
Investment Agreement with Swartz Private Equity, LLC, dated December 13, 2000. (b)
  
4.12
Merrill Lynch Portfolio Reserve Loan and Collateral Account Agreement, dated January 12, 2002. (b)
  
10.1
1996 Equity Incentive Plan. (a)
  
10.1
Stock Purchase Agreement between Studio One Entertainment, Inc. and Dimensional Visions Incorporated, dated March 29, 2006 (g)
  
10.2
1999 Stock Option Plan. (a)
  
10.2
Exchange Agreement between Studio One Media, Inc., and Studio One Entertainment, Inc., dated April 16, 2007. (g)
  
10.3
Employment Agreement with John D. McPhilimy, dated January 1, 2001. (c)
  
10.3
Accord and Satisfaction between Dimensional Visions, Inc. and Russell H. Ritchie, Dale E. Riker, Suntine Enterprises, LLC, and Cornerstone Wireless Communications, LLC, dated October 11, 2006. (g)
  
10.4
Employment Agreement with Bruce D. Sandig, dated July 1, 2001. (c)
  
10.5
Settlement Agreement and Release between the Company and Russell H. Ritchie, Dale E. Riker, Suntine Enterprises, LLC, and Cornerstone Wireless Communications, LLC, dated April 30, 2003. (d)
  
10.6
2009 Long-Term Incentive Plan.
  
10.7
Form of Directors and Officers Indemnity Agreement.
  
14
Dimensional Visions, Inc. Code of Ethics. (e)
  
21.1
Subsidiaries of the Registrant (h)
  
 
 
(a) 
Incorporated by reference from the Company’s Registration Statement on Form SB-2, dated June 19, 2000 (Registration No. 333-30368).
  
 
(b) 
Incorporated by reference from the Company’s Registration Statement on Form SB-2, dated July 10, 2001 (Registration No. 333-56804).
  
 
(c) 
Incorporated by reference from the Company’s Amendment No. 1 to Annual Report on Form 10-KSB, dated February 22, 2002.
  
 
(d) 
Incorporated by reference from the Company’s Annual Report, Form 10-KSB for fiscal year ended June 30, 2003, filed October 15, 2003.
  
 
(e) 
Incorporated by reference from the Company’s Annual Report, Form 10-KSB for fiscal year ended June 30, 2004, filed November 15, 2004.
  
 
(f) 
Incorporated by reference from the Company’s Annual Report, Form 10-KSB for fiscal year ended June 30, 2006, filed September 29, 2006.
  
 
(g) 
Incorporated by reference from the Company’s Annual Report, Form 10-KSB for fiscal year ended June 30, 2007, filed September 28, 2007, and Form 10-K/A for the fiscal year ended June 30, 2007, filed May 27, 2008.
  
 
(h) 
Incorporated by reference from the Company’s Annual Report, Form 10-KSB for fiscal year ended June 30, 2008, filed September 29, 2008.
  
  (i) Incorporated by reference from the Company’s Annual Report, Form 10-KSB for fiscal year ended June 30, 2009, filed October 15, 2009.  
  (j) Incorporated by reference from the Company’s Annual Report, Form 10-KSB for fiscal year ended June 30, 2010, filed October 12, 2010  
 
The following Exhibits are filed herewith:

31.1 *
Certification of Chief Executive Officer pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *
Certification of Chief Financial Officer pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *
Certification of Chief Executive Officer pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 *
Certification of Chief Financial Officer pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1 *
Temporary Hardship Exemption 
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.LAB XBRL Taxonomy Extension Label Linkbase
101.PRE XBRL Taxonomy Extension Presentation Linkbase
 
* Previously filed.
 
 
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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: October 16, 2013
By:  
/s/ Preston J. Shea
 
Preston J. Shea
 
President & Chief Executive Officer





Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature
Title
Date
     
/s/ Preston J. Shea
  
President and Director
October 16 , 2013
Preston J. Shea
  
(Principal Executive Officer)
  
       
/s/ Mirella Chavez
  
Chief Financial Officer
October 16 , 2013
Mirella Chavez
      
       
/s/ Barry M. Goldwater, Jr.
  
Director
October 16 , 2013
Barry M. Goldwater, Jr.
      
       
/s/ Frank Perrotti, Jr.
  
Director
October 16 , 2013
Frank Perrotti, Jr.
      
       
  /s/  Kenneth R. Pinckard
  
Director
October 16 , 2013
Kenneth R. Pinckard
      
       

 
 
 
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