UNITED STATES

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 ~~October~~January 31, ~~2009~~2010

[ ] 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 333-131621

UOMO MEDIA INC.

(Exact name of registrant as specified in its charter)

NEVADA

20-1558589

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

161 Bay St. 27th Floor, Toronto, Ontario, Canada

M5J 2S1

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (416) 368-4400

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: None.

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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 ☐

Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company)

Smaller reporting company X

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

Yes ☐ No X

As of ~~December~~April 2220, ~~2009~~2010, the registrant had 87,060,324 shares of common stock, par value $0.001, outstanding.

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UOMO MEDIA INC.

FORM 10-Q

For the ~~Six~~Nine Months ended ~~October~~January 31, ~~2009~~2010

TABLE OF CONTENTS

PAGE NUMBER

PART I

Item 1.

Financial Statements.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of

Operations.

2324

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

2629

Item 4T.

Controls and Procedures.

2629

PART II

Item 1.

Legal Proceedings.

2830

Item 1A.

Risk Factors.

2830

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

3234

Item 3.

Defaults Upon Senior Securities.

3335

Item 4.

Submission of Matters to a Vote of Security Holders.

3335

Item 5.

Other Information.

3335

Item 6.

Exhibits.

3336

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this quarterly report on Form 10-Q may be "forward-looking statements". Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates, and projections about our business based, in part, on assumptions made by our management. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this quarterly report on Form 10-Q, including the risks described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in other documents we file with the Securities and Exchange Commission.

In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, competition, government regulations and requirements and pricing, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this quarterly report on Form 10-Q, except as required by law.

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PART I

Item 1.

Financial Statements

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~OCTOBER~~JANUARY 31, ~~2009~~2010 (UNAUDITED)

FORMING A PART OF QUARTERLY REPORT

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934

UOMO MEDIA INC.

					Page #
Interim Consolidated Balance Sheets as of October 31, 2009 (Unaudited) and April 30, 2009 (Audited)					6
Interim Consolidated Balance Sheets as of January 31, 2010 (Unaudited) and April 30, 2009 (Audited)					6
Unaudited Interim Consolidated Statements of Operations for the Six Months ended October 31, 2009 and 2008					7
Unaudited Interim Consolidated Statements of Operations for the Nine Months ended January 31, 2010 and 2009					7
Unaudited Interim Consolidated Statement of Changes in Stockholders Deficiency for the Six Months ended October 31, 2009 and 2008					8-9
Unaudited Interim Consolidated Statement of Changes in Stockholders Deficiency for the Nine Months ended January 31, 2010 and 2009					8-9
Unaudited Interim Consolidated Statement of Cash Flows for the Six Months ended October 31, 2009 and 2008					10
Unaudited Interim Consolidated Statement of Cash Flows for the Nine Months ended January 31, 2010 and 2009					10
Condensed Notes to Unaudited Interim Consolidated Financial Statements					11-2223

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UOMO MEDIA INC.
INTERIM CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2009 AND APRIL 30, 2009
INTERIM CONSOLIDATED BALANCE SHEETS AS OF JANUARY 31, 2010 AND APRIL 30, 2009
(Amounts expressed in US Dollars)
	Notes	31-~~Oct~~Jan-0910	30-Apr-09
		(Unaudited)	(Audited)
ASSETS
Current Assets:
Cash and Cash Equivalents		8107,~~733~~724	16,321
Accounts Receivable (less Allowance for Doubtful Accounts		~~397~~242,~~761~~178	228,280
$ Nil & $ Nil at October 31, 2009 and April 30, 2009 respectively)
$ Nil & $ Nil at January 31, 2010 and April 30, 2009 respectively)
Prepaid Expenses and Deposits		3,199	3,199
		409,693	247,800
		353,101	247,800
Publishing Catalogue	7	400,554	340,000
Long Term Investments	8	299,235	299,235
TOTAL ASSETS		$1,~~109~~052,~~482~~890	$887,035
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Advances Against Royalty Revenue – Publishing Catalogue		30,258	32,258
Accounts Payable and Accruals	9	~~664~~545,~~627~~597	511,326
Notes Payable	10	~~597~~737,347	411,454
Other Payable		6877,~~013~~663	42,189
		1,360,245	997,227
		1,390,865	997,227
Long Term Investment Payable		~~155~~105,357	259,369
Advances Against Royalty Revenue		~~293~~273,~~791~~421	281,754
		1,809,393	1,538,350
		1,769,643	1,538,350
COMMITMENTS AND CONTINGENCIES (NOTE 15)
GOING GONCERN (NOTE 2) RELATED PARTY TRANSACTIONS (NOTE 6)
Stockholders' Deficiency:
Capital Stock
Authorized:	12
Common stock (400,000,000 @ par value of $ 0.001)
Issued:
Common Stock	12	8687,~~411~~061	85,737
Additional Paid in Capital		~~487~~538,~~656~~078	385,232
Unamortized Stock-based Compensation for Stockholders	14	(2410,~~839~~306)	(55,275)
Accumulated Deficit		(1,~~249~~331,~~139~~586)	(1,067,009)
Total Stockholders’ Deficiency		(~~699~~716,~~911~~753)	(651,315)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY		$1,~~109~~052,~~482~~890	$887,035
The accompanying condensed notes form an integral part of these unaudited interim consolidated financial statements.

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UOMO MEDIA INC.
CONSOLIDATED STATEMENT OF OPERATIONS & COMPREHENSIVE LOSS
(Amounts expressed in US Dollars)	Notes
		For the Six Months Ended October 31		For the Three Months Ended October 31
		For the Nine Months Ended January 31		For the Three Months Ended January 31
		2009	2008	2009	2008
		2010	2009	2010	2009
Revenue		~~611~~810,~~237~~434	~~468~~635,~~074~~959	~~360~~199,~~087~~197	~~152~~167,~~849~~885
Cost of goods sold		~~574~~766,~~665~~333	~~452~~620,~~478~~978	~~334~~191,~~338~~668	~~141~~168,~~442~~500
Gross margin		3644,~~572~~101	1514,~~596~~981	257,~~749~~529	~~11,407~~(615)
Expenses:
Selling and administrative		~~218~~308,~~702~~678	~~231~~388,~~079~~648	~~108~~89,~~107~~976	~~124~~157,~~199~~569
Amortization	5	-	1,787	-	~~309~~-
		218,702	232,866	108,107	124,508
		285,951	390,435	67,249	157,569
Loss from operations		(~~182~~264,~~130~~577)	(~~217~~375,~~270~~454)	(82,~~358~~447)	(~~113~~158,~~101~~184)
Net Loss and Comprehensive Loss for the Period		(~~182~~264,~~130~~577)	(~~217~~375,~~270~~454)	(82,~~358~~447)	(~~113~~158,~~101~~184)
Net Loss per share for the period
Basic		-	-	-	-
Diluted		-	-	-	-
Weighted average number of shares outstanding
Basic		* 8586,~~981~~312,~~596~~911	*85,~~101~~226,~~013~~726	*86,~~227~~975,~~107~~541	*85,~~108~~454,~~313~~153
Diluted		* 8586,~~981~~312,~~596~~911	*85,~~101~~226,~~013~~726	*86,~~227~~975,~~107~~541	*85,~~108~~454.~~313~~153

* Reflects the 4:1 stock split effective June 5, 2007 on a retroactive basis.

The accompanying condensed notes form an integral part of these unaudited interim consolidated financial statements.

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UOMO MEDIA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE SIX MONTHS ENDED OCTOBER 31, 2009 AND 2008 (Amounts expressed in US Dollars)
FOR THE NINE MONTHS ENDED JANUARY 31, 2010 AND 2009
	Common Stock*	Common Stock Amount	Additional Paid-in Capital	Accumulated Deficit	Unamortized Stock-based Compen- sation		Total Stockholders’ Deficiency
(Amounts expressed in US Dollars)	Common Stock*	Common Stock Amount	Additional Paid-in Capital	Accumulated Deficit	Unamortized Stock-based Compen- sation		Total Stockholders’ Deficiency
Balance as of April 30, 2007 (Audited)	168,296,672	168,297	162,078	(306,914)	(26,120)	(2,659)
Stock returned to Treasury and cancelled on Nov 1, 2007 (Note 10)	(83,296,672)	(83,297)	83,297			-
Stock returned to Treasury and cancelled on Nov 1, 2007 (Note 12)	(83,296,672)	(83,297)	83,297			-
Issuance of Restricted Stock Units for services	87,500	88	34,912		(35,000)	-
Amortization of stock-based compensation for stockholders					19,460	19,460
Net loss for the year				(301,933)		(301,933)
Imputed interest on shareholder’s loan			4,609			4,609
Balance as of April 30, 2008 (Audited)	85,087,500	85,088	284,896	(608,847)	(41,660)	(280,523)
Issuance of Restricted Stock Units for services	648,585	649	94,668		(95,317)	-
Issuance of Restricted Stock Units as advances
Amortization of stock-based compensation for stockholders					81,702	81,702
Net loss for the year				(458,162)		(458,162)
Imputed interest on shareholder’s loan			5,668			5,668
Balance as of April 30, 2009 (Audited)	85,736,085	85,737	385,232	(1,067,009)	(55,275)	(651,315)

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UOMO MEDIA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY (cont’d)
FOR THE SIX MONTHS ENDED OCTOBER 31, 2009 AND 2008 (Amounts expressed in US Dollars)
FOR THE NINE MONTHS ENDED JANUARY 31, 2010 AND 2009
	Common Stock*	Common Stock Amount	Additional Paid-in Capital	Accumulated Deficit	Unamortized Stock-based Compen- sation		Total Stockholders’ Deficiency
(Amounts expressed in US Dollars)	Common Stock*	Common Stock Amount	Additional Paid-in Capital	Accumulated Deficit	Unamortized Stock-based Compen- sation		Total Stockholders’ Deficiency
Issuance of Restricted Stock Units for services	90,000	90	13,410		(13,500)	-
Issuance of Restricted Stock Units as advances	29,656	30	4,137		(4,167)	-
Issuance of Stock for acquisition	554,583	554	82,633			83,187
Amortization of stock-based compensation for stockholders					48,103	48,103
Issuance of Stock for acquisition	650,000	650	49,350			50,000
Net loss from May 1 to October 31, 2009				(182,130)		(182,130)
Amortization of stock-based compensation for stockholders					62,636	62,636
Net loss from May 1 to January 31, 2010				(264,577)		(264,577)
Imputed interest on shareholder’s loan
(May 1 to October 31, 2009)			2,244			2,244
(May 1 to January 31, 2010)			3,316			3,316
Balance as of October 31, 2009 (Unaudited)	86,410,324	86,411	487,656	(1,249,139)	(24,839)	(699,911)
Balance as of January 31, 2010 (Unaudited)	87,060,324	87,061	538,078	(1,331,586)	(10,306)	(716,753)
* The figure in Common Stock reflects the 4:1 stock split effective June 5, 2007 on a retroactive basis.
The accompanying condensed notes form an integral part of these unaudited interim consolidated financial statements.

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UOMO MEDIA INC.
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2009 AND 2008
FOR THE NINE MONTHS ENDED JANUARY 31, 2010 AND 2009
(Amounts expressed in US Dollars)
	For the Six Months Ended 31-Oct-09	For the Six Months Ended 31-Oct-08
	For the Nine Months Ended 31-Jan-10	For the Nine Months Ended 31-Jan-09
Cash Flows from Operating Activities
Net Loss	$(~~182~~264,~~130~~577)	$(~~217~~375,~~270~~454)
Adjustments made to reconcile net loss to net cash
from Operating activities
Amortization	-	1,787
Amortization of Stock Based Compensation	4862,~~103~~636	2649,~~660~~122
Imputed interest on Note Payable	23,~~244~~316	34,~~254~~504
Changes in operating assets and liabilities
Decrease in other receivable	-	1,646
Decrease/(increase) in accounts receivable	(~~169~~13,~~481~~898)	(~~249~~160,~~830~~735)
Increase/(decrease) in advances	(10,~~037~~333)	~~346~~318,~~469~~804
Increase in accounts payable and accruals	~~153~~34,~~301~~271	~~302~~297,~~452~~729
Increase in other payables	2535,~~824~~474	2230,~~802~~875
Cash flows provided by (used in) operating activities	(~~112~~153,~~102~~111)	~~237~~168,~~970~~278
Cash Flows from Investing Activities
Decrease in long term investment payable	(20,~~825~~925)	-(39,866)
Purchase of publishing catalogue	(60,554)	(340,000)
Cash flows used in investing activities	(81,379)	(~~340~~379,~~000~~866)
Cash Flows from Financing Activities
Note Payable	~~185~~325,893	~~100~~218,~~000~~277
Cash flows provided by financing activities	~~185~~325,893	~~100~~218,~~000~~277
Increase in cash and cash equivalents	(791,~~588)~~403	(26,~~030)~~689
Cash and cash equivalents, beginning of period	16,321	11,087
Cash and cash equivalents, end of period	$8107,~~733~~724	$917,~~057~~776

The accompanying condensed notes form an integral part of these unaudited interim consolidated financial statements.

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UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

~~October~~January 31, ~~2009~~2010

(Amounts expressed in US dollars)

NOTE 1. ORGANIZATION, DESCRIPTION OF BUSINESS, DISCONTINUED OPERATIONS

AND BASIS OF PRESENTATION

UOMO Media Inc. (the “Company”) was incorporated under the laws of the State of Nevada on June 10, 2004 as First Source Data, Inc. and its business operations are primarily in Canada.

Prior to September 25, 2007, the Company was a marketing management and consulting service provider. The Company was in the development stage with its main objective being the development and commercialization of a business-to-business software product titled the "AdMeUp Network" which it was currently designing. The AdMeUp Network included online marketing software tools to be used to manage marketing campaigns. These operations have been discontinued.

As of September 25, 2007, the Company’s line of business changed from providing online marketing management and consulting services to providing music publishing, digital music, production, and talent management services, and effective May 1, 2009 the Company is no longer considered to be in the development stage.

“First Source Data, Inc.” no longer described the business activities that the Company is now engaged in. Therefore, effective October 30, 2007, the Company changed its name to "UOMO Media Inc." Further, the Company formed new wholly-owned subsidiaries in Canada as follows: UOMO Productions Inc., The NE Inc. (which is a wholly-owned subsidiary of UOMO Productions Inc.), UOMO Music Publishing Inc., and UOMO Songs Ltd. (which is a wholly-owned subsidiary of UOMO Music Publishing Inc.).

The consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries.

Subsequent events have been evaluated through December 22, 2009, which is the date these financial statements were issued on Form 10-Q with the SEC.

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim consolidated financial information and with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2010. The financial statements should be read in conjunction with the Company’s April 30, 2009 financial statements and accompanying notes included in the Company’s 10-K Annual Report.

NOTE 2. GOING CONCERN

The accompanying consolidated interim financial statements are prepared and presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, they do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Effective May 1, 2009, the Company has exited the development stage and is now actively providing music publishing, digital music, production, and talent management services. However, the Company has reported net losses of $~~182~~264,~~130~~577 and $~~217~~375,~~270~~454 for the ~~six~~nine months ended ~~October~~January 31, ~~2009~~2010 and ~~2008~~2009 respectively and has an accumulated deficit of $1,~~249~~331,~~1139and~~586 and stockholders’ deficiency of $~~699~~716,~~911as~~753 as at ~~October~~January 31, ~~2009~~2010.

The Company’s continued existence is dependent upon its ability to obtain financing and to achieve profitable operations.

The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

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UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

~~October~~January 31, ~~2009~~2010

(Amounts expressed in US dollars)

NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the ~~FASB issued Statement of~~ Financial Accounting Standards Board (“~~SFAS~~FASB”) issued ~~No.~~guidance ~~168,~~now ~~The~~codified ~~FASB~~under Accounting Standards ~~CodificationTM~~Codification ~~and the Hierarchy of Generally Accepted Accounting Principles – A Replacement of FASB Statement No. 162~~ (“~~SFAS 168~~ASC”)~~. SFAS~~ Topic ~~168~~105-10 ~~establishes~~which establisheds the FASB Accounting Standards Codification (“the Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. ~~SFAS~~ ~~168~~ASC 105-10 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. ~~The~~ ~~Company~~References ~~began~~made to ~~use~~authoritative ~~the~~FASB ~~new~~guidance throughout ~~Codification when referring to GAAP in its annual report on Form 10-K for~~ the ~~year~~consolidated ~~ending~~financial ~~April~~statements ~~30, 2010. This will not~~ have anbeen ~~impact~~updated onto the applicable ~~financial~~Codification ~~statements~~Section.

InNewly ~~May~~Adopted ~~2009,~~Accounting the FASB issued SFAS No. 165, Subsequent Events (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued. SFAS 165 is effective for interim and annual periods ending after June 15, 2009. This SFAS requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The adoption of SFAS 165 did not have a material impact on the consolidated financial statements.Pronouncements

(a)

In December 2007, the FASB issued FASB ASC 805-10 (Prior authoritative literature: SFAS No. 141 (revised 2007), “Business Combinations”, which replaces FASB Statement No. 141). FASB ASC 805-10 establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non controlling interest in the acquiree and the goodwill acquired. The Statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. FASB ASC 805-10 will change how business combinations are accounted for and will impact financial statements both on the acquisition date and in subsequent periods. The adoption of FASB ASC 805-10 did not have an impact on the Company’s consolidated financial position and results of operations although it may have a material impact on accounting for business combinations in the future which cannot currently be determined.

(b)

In April 2009, the FASB issued FASB ASC 805-10-05 (Previously known as: Statement No. 141(R)-1 "Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arises from Contingencies"). For business combinations, the standard requires the acquirer to recognize at fair value an asset acquired or liability assumed from a contingency if the acquisition date fair value can be determined during the measurement period. The adoption of FASB ASC 805-10-05 as of January 1, 2009 did not have an impact on the Company's consolidated financial position and results of operations, however it may have a material impact in the future which cannot currently be determined

(c)

In April 2009, the FASB issued FASB ASC 825-10-50 (Previously known as: FASB Staff Position No. FAS 107-1) and FASB ASC 270-10-05 (Prior authoritative literature: APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,”) which requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This Staff Position is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company adopted this pronouncement as of May 1, 2009 and it did not have a material impact on the consolidated financial statements.

In January 2010, the FASB issued updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the reasons for any transfers in or out of Level 3. This update also requires a reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition to these new disclosure requirements, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. This update will become effective for the Company with the interim and annual reporting period beginning February 1, 2010, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will become effective for the Company with the interim and annual reporting period beginning February 1, 2011. The Company will not be required to provide the

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UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

January 31, 2010

(Amounts expressed in US dollars)

NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS (cont’d)

amended disclosures for any previous periods presented for comparative purposes. Other than requiring additional disclosures, adoption of this update will not have a material effect on the Company's consolidated financial statements.

(d)

In May 2009, the FASB issued FASB ASC 855-10 (Previously known as: SFAS No. 165, “Subsequent Events”) FASB ASC 855-10 establishes general standards for accounting for and disclosure of events that occur after the balance sheet date but before financial statements are available to be issued (“subsequent events”). More specifically, FASB ASC 855-10 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition in the financial statements, identifies the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and the disclosures that should be made about events or transactions that occur after the balance sheet date. FASB ASC 855-10 provides largely the same guidance on subsequent events which previously existed only in auditing literature. The guidance under ASC Topic 855-10 became effective for the Company as of June 30, 2009

In February 2010, FASB issued ASU 2010-09 Subsequent Event (Topic 855) Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 removes the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of GAAP. All of the amendments in ASU 2010-09 are effective upon issuance of the final ASU, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The Company adopted ASU 2010-09 in February 2010 and did not disclose the date through which subsequent events have been evaluated.

(e)

In June 2009, the FASB issued ASC 810, “Consolidation” (ASC 810), which changes the approach in determining the primary beneficiary of a variable interest entity (VIE) and requires companies to more frequently assess whether they must consolidate VIEs. ASC 810 is effective for annual periods beginning after November 15, 2009. The Company is evaluating the impact, if any, the adoption of ASC 810 will have on its consolidated financial statements.

(f)

In October 2009, the FASB issued new guidance for revenue recognition with multiple deliverables, which is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, although early adoption is permitted. This guidance eliminates the residual method under the current guidance and replaces it with the “relative selling price” method when allocating revenue in a multiple deliverable arrangement. The selling price for each deliverable shall be determined using vendor specific objective evidence of selling price, if it exists, otherwise third-party evidence of selling price shall be used. If neither exists for a deliverable, the vendor shall use its best estimate of the selling price for that deliverable. After adoption, this guidance will also require expanded qualitative and quantitative disclosures. The Company is currently assessing the impact of adoption on its consolidated financial position and results of operations.

NOTE 4. CASH AND CASH EQUIVALENTS

Cash equivalents usually consist of highly liquid investments, which are readily convertible into cash with maturity of three months or less when purchased. As at ~~October~~January 31, ~~2009~~2010, cash equivalents consist of $8107,~~733~~724 (April 30, 2009 - $16,321) as bank balance.

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UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

January 31, 2010

(Amounts expressed in US dollars)

NOTE 5. REVENUE RECOGNITION

The Company recognizes revenue when the following four conditions are present:

persuasive evidence of an arrangement exists;

delivery has occurred or services have been rendered;

the seller’s price to the buyer is fixed or determinable; and

collection is reasonably assured.

The Company earns revenues in the form of production, management fees, and royalties from five categories of services, comprising of five divisions. These divisions are described below. The Company negotiates similar contract terms prior to performing services under any of the categories below.

Music Publishing:

UOMO Music Publishing is tasked with creating a catalogue of assets in the form of copyrights. All of UOMO’s publishing catalogues are owned by UOMO Music Publishing. Services include:

Fund advances: providing advances to individual composers

Administration: registration, tracking, and collection of copyright royalties

Creative: creating copyrights by writing songs

Licensing: finding opportunities to monetize copyrights by placing songs on recording artists, films, television, video games, commercials

ii)

Recorded Music:

The Company earns revenue from the ownership of master recordings. UOMO Recorded Music has three core functions:

Catalogue acquisition

Talent acquisition for/and production activities

Distribution arrangements for projects

UOMO Recorded Music is the record label division of UOMO. ~~Production~~All of UOMO’s recording artists’ agreements fall under this division. Manufacturing and Distribution is secured through Universal Music. Video production services also falls under this division.

- 12 -

UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

October 31, 2009

(Amounts expressed in US dollars)

NOTE 5. REVENUE RECOGNITION (cont’d)

iii)

Digital ~~Distribution~~:

iv)

Talent Management:

The Company earns a percentage of gross revenues for all projects it manages.

Marketing:

This division is tasked with finding opportunities for product placements and celebrity endorsement within entertainment properties.

For the ~~six~~nine months ending ~~October~~January 31, ~~2009~~2010, the Company earned revenue from all divisions, with the bulk of its revenues from production activities. These revenues are recognized at the time of performance. The Company defers revenue should payments be received in advance of the above services being recorded. As of ~~October~~January 31, ~~2009~~2010, advances against royalty revenue of $48,828 had been received. Of this amount, $18,570 in royalties have been earned, leaving a net balance of $30,258 in advances against royalty revenue. The amount payable on the purchase of the publishing catalogue (Refer note 6), presented as "Advance Against Royalty Revenue", will be offset against future royalties from music publishing revenue.

- 14 -

UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

January 31, 2010

(Amounts expressed in US dollars)

NOTE 6. RELATED PARTY TRANSACTIONS

On January 1, 2006, the Company entered into an agreement with a shareholder of the Company, for a period of 12 months for the programming services to be provided on the “AdMeUp Network” which has now been discontinued. The fees for this were as follows:

a) $19,200 in cash; or

b) A number of shares in the common stock of the Company, without registration rights and incorporating such restrictive legends as are required by the Company to comply with all applicable laws, equal to $19,200 divided by the weighted average trading price of the Company’s common shares posted on any stock quotation or listing service for the 10-day period prior to the date of payment (or, if the trading price of the

Company’s common shares is not at that time posted on any quotation or listing service, the weighted

average price applied to the three most recent issuances of the Company’s common shares); or

c) Some combination of a) and b) above that will yield a market value of $19,200 based on the foregoing valuation methodology.

The choice of the form in which payment of the fees shall be made shall be solely that of the Company. On January 1, 2007, the Company renewed this agreement with the same terms for a further period of 12 months to continue providing programming services on the “AdMeUp Network”. While the “AdMeUp Network” has been discontinued, programming services were utilized until the end of this contract to develop the Company’s new digital music and video Web 2.0 software.

On April 27, 2007, a director of the Company gave an unsecured loan of $50,000, to the Company payable on demand and with no interest. On August 6, 2009, $25,096 of this loan was repaid, leaving a balance of $24,904 remaining. Interest has been imputed and included in Stockholder’s Equity (See Note 910).

On April 30, 2007, the Company entered into a contract to pay one of its directors $10,000 to carry out services as the Company’s director for a term of one year or until removed as a director. $5,000 in cash was paid in May 2007 and the remaining $5,000 in cash was paid in November 2007.

-On 13November -28, 2007, the Company entered into a contract to pay one of its directors 25,000 common shares to carry out services as the Company’s director for a term of one year or until removed as a director. On April 22, 2008, the Company issued 25,000 shares of its common stock to the director. On December 1, 2008, this contract was renewed under the same terms. On December 23, 2008, the Company issued 25,000 shares of its common stock to the director. This contract was renewed again under the same terms on December 7, 2009; shares have not been issued as of April 20, 2010.

On December 11, 2007, the Company entered into a contract with a Managing Director to carry out services for a term of one year for cash and stock compensation. On April 22, 2008, the Company issued 62,500 shares of its common stock to the manager. During the three months ended July 31, 2009, $12,500 (April 30, 2009 - $50,000) has been paid by cash for professional services rendered. On December 15, 2008, the Company renewed the contract with this Managing Director contract for a term of one more year for cash and stock compensation. On December 23, 2008, the Company issued 446,429 shares of its common stock to the manager.

During the nine months ended January 31, 2010, $67,500 (April 30, 2009 - $90,000) has been paid by cash to the Chief Financial Officer of the Company for professional services rendered. Prior to the appointment, on May 10, 2005, the Company issued 12,500 shares of its common stock to the Chief Financial Officer in return for cash.

During the nine months ended January 31, 2010, $90,000 (April 30, 2009 - $120,000) has been paid by cash to the CEO of the Company for professional services rendered.

As of January 31, 2010, a director of the Company gave unsecured loans totaling $151,343 to the Company, payable on demand and with no interest (See Note 10).

- 15 -

UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

~~October~~January 31, ~~2009~~2010

(Amounts expressed in US dollars)

NOTE 6. RELATED PARTY TRANSACTIONS (cont’d)

On November 28, 2007, the Company entered into a contract to pay one of its directors 25,000 common shares to carry out services as the Company’s director for a term of one year or until removed as a director. On April 22, 2008, the Company issued 25,000 shares of its common stock to the director. On December 1, 2008, this contract was renewed under the same terms. On December 23, 2008, the Company issued 25,000 shares of its common stock to the director.

During the six months ended October 31, 2009, $45,000 (April 30, 2009 - $90,000) has been paid by cash to the Chief Financial Officer of the Company for professional services rendered. Prior to the appointment, on May 10, 2005, the Company issued 12,500 shares of its common stock to the Chief Financial Officer in return for cash.

During the six months ended October 31, 2009, $60,000 (April 30, 2009 - $120,000) has been paid by cash to the CEO of the Company for professional services rendered.

As of October 31, 2009, a director of the Company gave unsecured loans totaling $151,343 to the Company, payable on demand and with no interest.

The above transactions have been measured and recorded at the fair values at the time of initial measurement and at amortized cost subsequently.

NOTE 7. PUBLISHING CATALOGUE

The Company has acquired publishing catalogues from third parties in return for cash and common stock measured and recorded at total cost of $400,554. As at ~~October~~January 31, ~~2009~~2010, there was no impairment in the carrying value of the catalogues, which equates its fair value at the initial measurement.

NOTE 8. LONG TERM INVESTMENTS

On January 16, 2009, the Company acquired a 15% preferred share ownership of a ticketing service company under the following financial terms:

Cash:

$10,000 CAD cash payable by December 19, 2008 in bank draft form

$40,000 CAD payable upon execution of the agreement

$50,000 CAD cash payable June 1, 2009

$50,000 CAD cash payable October 1, 2009

UOMO Stock Units:

337,500 stock units to become free trading as of September 1, 2009

337,500 stock units to become free trading as of January 1, 2010

750,000 stock units to become free trading as of November 1, 2010

- 14 -

UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

October 31, 2009

(Amounts expressed in US dollars)

NOTE 8. LONG TERM INVESTMENTS (cont’d)

Each stock unit consists of one share of $0.001 par value common stock valued at a total of $100,473 based on the Company’s traded stock price on the date of investment, and one redeemable 42 month warrant to purchase one share of common stock at a price per share of $0.25 which has been valued using Black-Scholes Merton and calculated as $70,527. The warrants become exercisable and separately transferable from the shares of common stock upon the issuance of the stock, as per the aforementioned dates above.

If the Company’s stock price is under $0.15 at the time of issuance, additional stock units will be issued.

On October 26, 2009, the Company amended the original Asset Purchase Agreement dated January 16, 2009, to change the financial terms only as follows:

Cash:

$10,000 CAD cash payable by December 19, 2008 in bank draft form

$40,000 CAD payable upon execution of the agreement

$ 7,500 CAD cash payable July 16, 2009

$15,000 CAD cash payable August 6, 2009

UOMO Stock Units:

554,583 stock units to become free trading as of August 19, 2009

650,000 stock units to become free trading as of October 27, 2009

337,500 stock units to become free trading as of January 1, 2010

750,000 stock units to become free trading as of November 1, 2010

All other terms of the original agreement shall apply mutatis mutandis.

As of ~~October~~January 31, ~~2009~~2010, the Company has paid $72,500 CAD translated to $60,692 USD in cash and issued ~~554~~1,204,583 common stock as required in the new Amending Agreement. The issuance of 337,500 common stock to be issued on January 1, 2010 has not yet been issued (See Note 15).

- 16 -

UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

January 31, 2010

(Amounts expressed in US dollars)

NOTE 9. ACCOUNTS PAYABLE AND ACCRUALS

	Oct 31, 2009	Apr 30, 2009
	Jan 31, 2010	Apr 30, 2009
Accounting Charges	~~187~~184,~~617~~777	163,779
Professional Fees	90105,~~087~~648	69,466
R & D Expenses Payable	35,200	35,200
Trade Payable – Production Costs	~~248~~117,~~979~~625	198,873
Accrued Production Costs	4233,~~075~~825	-
Others	6068,~~669~~522	44,008
	664,627	511,326
	545,597	511,326

NOTE 10. NOTES PAYABLE

Notes payable include:

	Oct 31, 2009	Apr 30, 2009
	Jan 31, 2010	Apr 30, 2009
Next Level Ltd.	~~421~~461,100	221,100
Director (Note 4)	151,343	140,354
Green Stone Capital	100,000	-
Shareholder (Note 4)	24,904	50,000
Director (Note 10)	151,343	140,354
	597,347	411,454
Shareholder (Note 10)	24,904	50,000
	737,347	411,454

- 15 -

NOTE 10. NOTES PAYABLE (cont’d)

On April 1, 2008, the Company issued a Note Payable to Next Level Ltd., in consideration of a draw down unsecured loan up to an aggregate of $200,000 over a term of one year. Any unpaid amount of the drawn down balance borrowed is payable, on demand by Next Level Ltd. Interest payable on the principal amount is to be accrued at a floating rate equal to the prime rate plus 2%. The Company is permitted to make partial payments against the principal amount and interest at any time without penalty. The balance payable on this Note Payable has been extended for another year under the same terms.

On June 29, 2009, the Company issued another Note Payable to Next Level Ltd., in consideration of a second draw down unsecured loan up to an aggregate of $250,000 over a term of one year. Any unpaid amount of the drawn down balance borrowed is payable, on demand by Next Level Ltd. Interest payable on the principal amount is to be accrued at a floating rate equal to the prime rate plus 2%. The Company is permitted to make partial payments against the principal amount and interest at any time without penalty. The $21,100 that the Company has already drawn over the aggregate of the first US$200,000 loan was applied against this second loan leaving a total of $228,900 available to be drawn down. Further, on June 29, 2009, the Company borrowed $50,000 against the total $228,900 available to be drawn down.

On ~~May~~July 3031, ~~2008~~2009, the Company borrowed $150,000 against the total $178,900 available to be drawn down. On November 2, 2009, the Company borrowed a further $40,000. As of ~~July~~January 31, ~~2009~~2010, a total balance owing of $28461,~~900~~100 ~~net~~is ~~was~~due ~~available~~to Next Level Ltd. The total interest payable on the above notes of $919,~~978~~859 forms part of the selling and administrative expense in the Income statement, and accounts payable on the Balance sheet.

On January 6, 2010, the Company issued a Note Payable to Green Stone Capital in consideration of an unsecured loan to be paid in two tranches for an aggregate of $150,000. The first tranche of $100,000 was received on January 6, 2010 with the second tranche of $50,000 to be received on July 2, 2010. Interest payable on the principal amount of each tranche is to be accrued at a fixed rate of 20%. The principal amount of each tranche plus interest is due and payable to Green Stone Capital no later than twelve months from the date of each tranche. The Company is permitted to make partial payments against the principal amount and interest at any time without penalty. Interest payable on the principal amount shall be reduced and accrued at a fixed rate equal to 10% should the Company wish to pay back the outstanding principal amount at six months from date of each tranche. Interest is calculated at the end of each term. As of January 31, 2010, a total balance owing of $100,000 is due to Green Stone Capital. The

- 17 -

UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

January 31, 2010

(Amounts expressed in US dollars)

NOTE 10. NOTES PAYABLE (cont'd)

total interest payable on the above note of $1,425 forms part of the selling and administrative expense in the Income statement, and accounts payable on the Balance sheet.

NOTE 11. OPERATING LEASE COMMITMENTS

On April 5, 2007, the Company entered into a lease agreement with Regus Business Centres. The lease was for a period of 12 months beginning May 1, 2007 with the option to renew. The lease payment is approximately $236 per month. This lease was automatically renewed on May 1, 2008 and May 1, 2009 on the same terms.

NOTE 12. COMMON STOCK

The stockholders' deficiency section of the Company contains the following classes of capital stock as of ~~October~~January 31, ~~2009~~2010:

Common stock, $0.001 par value; 400,000,000* shares authorized and 8687,~~410~~060,324* shares issued and outstanding.

On November 1, 2007, the Board of Directors resolved to return to Treasury and cancel 83,296,672 of common stock to minimize the dilution of the Company in the event that the Company issued further shares for financing and acquisition purposes. No compensation was paid for this exchange.

Since there was no change in par value of common stock, common stock amount and additional paid in capital were adjusted accordingly.

The stockholders' deficiency section of the Company contains the following classes of capital stock as of ~~October~~January 31, ~~2008~~2009:

Common stock, $0.001 par value; 400,000,000* shares authorized and 85,~~161~~736,~~339~~085* shares issued and outstanding.

* After giving retroactive effect of 4:1 stock split effective June 5, 2007.

- 16 -

UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

October 31, 2009

(Amounts expressed in US dollars)

NOTE 13. STOCK TRANSACTIONS

These transactions have been accounted for based on the fair value of the consideration received.

Q3 2008:

On November 1, 2007, the Board of Directors resolved to cancel and return to Treasury 83,296,672 of common stock to minimize the dilution of the Company in the event that the Company issued further shares for financing and acquisition purposes. No compensation was paid for this exchange.

Q4 2008

On April 22, 2008, the Company issued 25,000 shares of its common stock to a director in return for services. The market value of shares on the date of issuance was $0.40 per share.

On April 22, 2008, the Company issued 62,500 shares of its common stock to a manager of the Company in return for services. The value of the shares was calculated on a 10-day closing trading average valued at $0.40 per share, which was also the market value of shares on the date of issuance.

Q1 2009:

On June 20, 2008, the Company issued 13,612 shares of its common stock as part of the price to acquire a publishing catalogue. The value of the shares was calculated on a 10-day close price trading average valued at $0.551 per share; the market value of shares on the date of issuance was $0.35 per share.

Q2 2009:

On September 17, 2008, the Company issued 47,319 shares of its common stock to an independent contractor in return for services. The value of the shares was calculated on a 10-day close price trading average valued at $0.317 per share; the market value of shares on the date of issuance was $0.30 per share.

On October 20, 2008, the Company issued 20,227 shares of its common stock as part of the compensation to acquire a publishing catalogue. The value of the shares was calculated on a 10-day close price trading average valued at $0.206 per share; the market value of shares on the date of issuance was $0.17 per share.

On October 20, 2008, the Company issued 40,000 shares of its common stock to an independent contractor in return for services. The market value of shares on the date of issuance was $0.17 per share.

Q3- ~~2009:~~18 -

UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

January 31, 2010

(Amounts expressed in US dollars)

NOTE 13. STOCK TRANSACTIONS (cont'd)

Q3 2009:

On November 17, 2008, the Company issued a further 45,998 shares of its common stock as part of the compensation to acquire a publishing catalogue. The value of the shares was calculated on a 10-day close price trading average valued at $0.16305 per share; the market value of shares on the date of issuance was $0.16 per share.

On November 17, 2008, the Company issued 10,000 shares of its common stock to an independent contractor in return for services. The market value of shares on the date of issuance was $0.16 per share.

On December 23, 2008, the Company issued another 25,000 shares of its common stock to a director in return for services. The market value of shares on the date of issuance was $0.11 per share.

On December 23, 2008, the Company issued 446,429 shares of its common stock to a manager of the Company in return for services. The value of the shares was calculated on a 10-day close price trading average valued at $0.112 per share; the market value of shares on the date of issuance was $0.11 per share.

Q4 2009:

No stock was issued during this quarter.

Q1 2010:

No stock was issued during this quarter.

- 17-

UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

October 31, 2009

(Amounts expressed in US dollars)

NOTE 13. STOCK TRANSACTIONS (cont’d)

Q2 2010:

On August 25, 2009, the Company issued 40,000 shares of its common stock to an independent contractor in return for services. The market value of shares on the date of issuance was $0.15 per share.

On August 25, 2009, the Company issued 29,656 shares of its common stock as part of the compensation to acquire a publishing catalogue. The value of the shares was calculated on a 10-day close price trading average valued at $0.1405 per share; the market value of shares on the date of issuance was $0.15 per share.

On August 25, 2009, the Company issued 25,000 shares of its common stock as compensation for services under a joint venture partnership. The market value of shares on the date of issuance was $0.15 per share.

On August 25, 2009, the Company issued another 25,000 shares of its common stock as compensation for services under a joint venture partnership. The market value of shares on the date of issuance was $0.15 per share.

On August 25, 2009, the Company issued 554,583 shares of its common stock as part of the compensation for its acquisition of a ticketing service company. The value of the shares was calculated at $0.15 per share, which was also the market value of shares on the date of issuance.

Q3 2010:

On November 11, 2009, the Company issued 650,000 shares of its common stock as part of the compensation for its acquisition of a ticketing service company. The value of the shares was calculated at a value of $50,000 or $0.077 per share, which approximated the market value of shares on the date of issuance of $0.07 per share.

- 19 -

UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

January 31, 2010

(Amounts expressed in US dollars)

NOTE 14. UNAMORTIZED STOCK-BASED COMPENSATION FOR STOCKHOLDERS

On November 25, 2004, the Company issued 1,600, 000 shares of its common stock to a shareholder of the Company, partly in return for services and partly for cash. The stock based compensation portion of this issue has been valued at $10,000 as the difference between the issue price ($0.000625 per share) and the grant-date fair value ($0.01250 per share) and has been amortized over the term of the contract between the Company and the shareholder as follows:

First 12 months

- $600 a month

Next 4 months

- $700 a month

The term of the agreement is 16 months effective from August 1, 2004. The unamortized portion of this is $Nil as at ~~July~~January 31, ~~2009~~2010.

On January 26, 2005, the Company issued 5,760,000 shares of its common stock to a shareholder of the Company, partly in return for services and partly for cash. The stock-based compensation portion of this issue has been valued ~~at $70,920 as the difference between the issue price ($0.00019 per share) and the grant-date fair value ($0.01250 per share) and has been amortized over the term of the contract as follows:~~

at $70,920 as the difference between the issue price ($0.00019 per share) and the grant-date fair value ($0.01250 per share) and has been amortized over the term of the contract as follows:

First 36 months

- $1,600 a month

Next 8 months

- $1,665 a month

The term of the agreement was 44 months effective from January 1, 2005. The unamortized portion of this is $Nil as at ~~October~~January 31, ~~2009~~2010 (April 30, 2009 - $Nil).

On April 22, 2008, the Company issued 25,000 shares of its common stock to a director of the Company in return for services. The stock based compensation issued has been valued at $10,000 ($0.40 per share) which was the fair value of the stock on the date of issuance. The stock must be held for a minimum of twelve months from the date of issuance. The amount of this compensation was amortized over the term of the service contract between the Company and the director starting May 1, 2008. The unamortized portion of this is $Nil as at ~~October~~January 31, ~~2009~~2010 and has been deducted from stockholders’ deficiency. On December 23, 2008, the Company issued another 25,000 shares of its common stock to the director in return for services. The stock based compensation issued has been valued at $2,750 ($0.11 per share) which was the fair value of the stock on the date of issuance. The stock must be held for a minimum of twelve months from the date of issuance. The amount of this compensation is being amortized over the term of the service contract between the Company and the director starting January 1, 2009. The unamortized portion of this is $Nil as at January 31, 2010 and has been expensed as directors’ fees.

-On 18April -22, 2008, the Company issued 62,500 shares of its common stock to a manager of the Company in return for services. The stock based compensation issued has been valued at $25,000 ($0.40 per share) which was the fair value of the stock on the date of issuance. The stock must be held for a minimum of twelve months from the date of issuance. The amount of this compensation was amortized over the term of the service contract between the Company and the manager starting May 1, 2008. The unamortized portion of this is $Nil as at January 31, 2010 and has been deducted from stockholders’ deficiency. On December 23, 2008, the Company issued 446,429 shares of its common stock to the manager in return for services. The stock based compensation issued has been valued at $50,000 ($0.112 per share); the fair value of the stock on the date of issuance was $0.11. The stock must be held for a minimum of twelve months from the date of issuance. The amount of this compensation is being amortized over the term of the service contract between the Company and the manager starting January 1, 2009. The unamortized portion of this is $Nil as at January 31, 2010 and has been expensed as consulting fees.

On June 20, 2008, the Company acquired a publishing catalogue in return for cash and common stock. The Company issued 13,612 shares of its common stock as well as $14,710 in cash as part of the compensation to acquire the publishing catalogue. The stock based compensation issued was valued at $7,500 ($0.551 per share); the fair value of the stock on the date of issuance was $0.35 per share. The stock must be held for a minimum of six months from the date of issuance. The amount of the stock portion of this compensation was amortized over one year starting July 1, 2008. The unamortized portion of this is $Nil as at January 31, 2010 and has been deducted

- 20 -

UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

~~October~~January 31, ~~2009~~2010

(Amounts expressed in US dollars) NOTE 14. UNAMORTIZED STOCK-BASED COMPENSATION FOR STOCKHOLDERS (cont'd)

~~NOTE~~from 14advances payable. ~~UNAMORTIZED~~ ~~STOCK-BASED~~On ~~COMPENSATION~~November ~~FOR~~17, ~~STOCKHOLDERS~~2008, the Company issued 45,998 more shares of its common stock as part of this same compensation to acquire the publishing catalogue. The stock based compensation issued has been valued at $7,500 (~~cont’d~~$0.16305 per share); the fair value of the stock on the date of issuance was $0.16 per share. The stock must be held for a minimum of six months from the date of issuance. The amount of the stock portion of this compensation is being amortized over one year starting December 1, 2008. The unamortized portion of this is $Nil as at January 31, 2010 and has been deducted from advances payable.

On September 17, 2008, the Company issued 47,319 shares of its common stock to an independent contractor in return for services. The stock based compensation issued was valued at $15,000 ($0.317 per share); the fair value of the stock on the date of issuance was $0.30 per share. The stock must be held for a minimum of six months from the date of issuance. The amount of this compensation was amortized over the term of the service contract between the Company and the ~~director~~independent contractor starting ~~January~~November 1, ~~2009~~2008. The unamortized portion of this is $~~458~~Nil as at ~~October~~January 31, ~~2009~~2010 and has been ~~expensed~~expenses as ~~directors’~~production ~~fees~~expense.

On ~~April~~October 2220, 2008, the Company acquired a publishing catalogue in return for cash and common stock. The Company issued 6220,~~500~~227 shares of its common stock toas awell ~~manager~~as $6,918 in cash as part of the ~~Company~~price into ~~return~~acquire ~~for~~the ~~services~~publishing catalogue. The stock based compensation issued ~~has~~was ~~been~~ valued at $254,~~000~~167 ($0.40206 per share); ~~which was~~ the fair value of the stock on the ~~date~~day of issuance was $0.17 per share. The stock must be held for a minimum of ~~twelve~~six months from ~~the~~ date of issuance. The amount of the stock portion of this compensation was amortized over ~~the~~one ~~term~~year ~~of the service contract between the Company and the manager~~ starting ~~May~~November 1, 2008. The unamortized portion of this is $Nil as at ~~October~~January 31, ~~2009~~2010 and has been deducted from ~~stockholders’~~advances ~~deficiency~~payable. On ~~December~~August 2325, ~~2008~~2009, the Company issued ~~446~~29,~~429~~656 more shares of its common stock toas ~~the~~part ~~manager~~of inthis ~~return~~same ~~for~~compensation ~~services~~to acquire the publishing catalogue. The stock based compensation issued has been valued at $504,~~000~~167 ($0.~~112~~1405 per share); the fair value of the stock on the date of issuance was $0.~~11.~~15 per share. The stock must be held for a minimum of ~~twelve~~six months from the date of issuance. The amount of the stock portion of this compensation is being amortized over ~~the~~one ~~term~~year ~~of the service contract between the Company and the manager~~ starting ~~January~~September 1, 2009. The unamortized portion of this is $82,~~333~~430 as at ~~October~~January 31, ~~2009~~2010 and has been ~~expensed~~deducted asfrom ~~consulting~~advances ~~fees~~payable.

On ~~June~~October 20, 2008, the Company ~~acquired a publishing catalogue in return for cash and common stock. The Company~~ issued 1340,~~612~~000 shares of its common stock asto ~~well~~a asmanager ~~$14,710 in cash as part~~ of the ~~compensation~~Company toin ~~acquire~~return ~~the~~for ~~publishing catalogue~~services. The stock based compensation issued ~~was~~has been valued at $76,~~500~~800 ($0.~~551~~17 per share); which was the fair value of the stock on the date of issuance ~~was $0~~.~~35 per share.~~ The stock must be held for a minimum of six months from the date of issuance. The amount of ~~the~~this ~~stock~~compensation ~~portion~~is to be amortized over the term of ~~this~~the ~~compensation~~service ~~was~~contract ~~amortized~~between ~~over~~the ~~one~~Company ~~year~~and the manager starting ~~July~~November 1, 2008. The unamortized portion of this is $Nil as at ~~October~~January 31, ~~2009~~2010 and has been ~~deducted~~expensed ~~from~~as ~~advances~~consulting ~~payable~~fees. On ~~November~~August 1725, ~~2008~~2009, the Company issued 4540,~~998~~000 more shares of its common stock asto ~~part~~the ofmanager ~~this~~in ~~same~~return ~~compensation~~for ~~to acquire the publishing catalogue~~services. The stock based compensation issued has been valued at $76,~~500~~000 ($0.~~16305~~15 per share); which was the fair value of the stock on the date of issuance ~~was $0~~.~~16 per share.~~ The stock must be held for a minimum of six months from the date of issuance. The amount of ~~the stock portion of~~ this compensation is ~~being~~to be amortized over ~~one~~the ~~year~~term of the service contract between the Company and the manager starting ~~December~~September 1, ~~2008~~2009. The unamortized portion of this is $~~625~~3,500 as at ~~October~~January 31, ~~2009~~2010 and has been ~~deducted~~expensed ~~from~~as ~~advances~~consulting ~~payable~~fees.

On ~~September~~November 17, 2008, the Company issued 4710,~~319~~000 shares of its common stock to an independent contractor in return for services. The stock based compensation issued ~~was~~has been valued at $151,~~000~~600 ($0.~~317~~16 per share); which was the fair value of the stock on the ~~date~~day of issuance ~~was $0~~.~~30 per share.~~ The stock must be held for a minimum of six months from the date of issuance. The amount of this compensation ~~was~~is being amortized over the term of the service contract between the Company and the independent contractor starting ~~November~~December 1, 2008. The unamortized portion of this is $Nil as at ~~October~~January 31, ~~2009~~2010 and has been ~~expenses~~expensed as ~~production~~consulting ~~expense~~fees.

On October 20, 2008, the Company acquired a publishing catalogue in return for cash and common stock. The Company issued 20,227 shares of its common stock as well as $6,918 in cash as part of the price to acquire the publishing catalogue. The stock based compensation issued was valued at $4,167 ($0.206 per share); the fair value of the stock on the day of issuance was $0.17 per share. The stock must be held for a minimum of six months from date of issuance. The amount of the stock portion of this compensation was amortized over one year starting November 1, 2008. The unamortized portion of this is $Nil as at October 31, 2009 and has been deducted from advances payable. On August 25, 2009, the Company issued 2925,~~656~~000 ~~more~~ shares of its common stock asto ~~part~~an ofindependent ~~this~~contractor ~~same~~in ~~compensation~~return tofor ~~acquire the publishing catalogue~~services. The stock based compensation issued has been valued at $43,~~167~~750 ($0.~~1405~~15 per share); which was the fair value of the stock on the ~~date~~day of issuance ~~was $0~~.~~15 per share.~~ The stock must be held for a minimum of ~~six~~twelve months from the date of issuance. The amount of the stock portion of this compensation is being amortized over one year starting September 1, 2009. The unamortized portion of this is $32,~~472~~188 as at ~~October~~January 31, ~~2009~~2010 and has been ~~deducted~~expensed ~~from~~as ~~advances~~consulting ~~payable~~fees.

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UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

~~October~~January 31, ~~2009~~2010

(Amounts expressed in US dollars)

NOTE 14. UNAMORTIZED STOCK-BASED COMPENSATION FOR STOCKHOLDERS (cont’'d)

On ~~October~~August 2025, ~~2008~~2009, the Company issued 40another 25,000 shares of its common stock to aanother ~~manager~~independent ofcontractor ~~the Company~~ in return for services. The stock based compensation issued has been valued at $63,~~800~~750 ($0.1715 per share) which was the fair value of the stock on the ~~date~~day of issuance. The stock must be held for a minimum of ~~six~~twelve months from the date of issuance. The amount of ~~this compensation is to be amortized over~~ the ~~term~~stock ~~of the service contract between the Company and the manager starting November 1, 2008. The unamortized~~ portion of this is $567 as at October 31, 2009 and has been expensed as consulting fees. On August 25, 2009, the Company issued 40,000 more shares of its common stock to the manager in return for services. The stock based compensation issued has been valued at $6,000 ($0.15 per share) which was the fair value of the stock on the date of issuance. The stock must be held for a minimum of six months from the date of issuance. The amount of this compensation is tobeing be amortized over ~~the~~one ~~term~~year ~~of the service contract between the Company and the manager~~ starting September 1, 2009. The unamortized portion of this is $52,~~000~~188 as at ~~October~~January 31, ~~2009~~2010 and has been expensed as consulting fees.

OnThe ~~November~~total ~~17,~~unamortized ~~2008,~~portion ~~the Company issued 10,000 shares~~ of ~~its common~~ stock ~~to an independent contractor in return for services. The stock~~ based compensation ~~issued has been valued at $1,600 ($0.16 per share) which was the fair value of the stock on the day of issuance. The stock must be held~~ for ashareholders ~~minimum of six months from the date of issuance. The amount of this compensation~~ is ~~being amortized over the term of the service contract between the Company and the independent contractor starting December 1~~$10,306 ~~2008. The unamortized portion of this is $133~~ as at ~~October~~January 31, ~~2009~~2010 ~~and~~(April ~~has~~30, ~~been~~2009 ~~expensed~~- ~~as consulting fees~~$55,275).

On August 25, 2009, the Company issued 25,000 shares of its common stock to an independent contractor in return for services. The stock based compensation issued has been valued at $3,750 ($0.15 per share) which was the fair value of the stock on the day of issuance. The stock must be held for a minimum of twelve months from the date of issuance. The amount of the stock portion of this compensation is being amortized over one year starting September 1, 2009. The unamortized portion of this is $3,125 as at October 31, 2009 and has been expensed as consulting fees.

On August 25, 2009, the Company issued another 25,000 shares of its common stock to another independent contractor in return for services. The stock based compensation issued has been valued at $3,750 ($0.15 per share) which was the fair value of the stock on the day of issuance. The stock must be held for a minimum of twelve months from the date of issuance. The amount of the stock portion of this compensation is being amortized over one year starting September 1, 2009. The unamortized portion of this is $3,125 as at October 31, 2009 and has been expensed as consulting fees.

The total unamortized portion of stock based compensation for shareholders is $24,839 as at October 31, 2009 (April 30, 2009 - $55,275).

NOTE 15. COMMITMENTS

On April 5, 2007, the Company entered into a lease agreement with Regus Business Centres. The lease is for a period of 12 months beginning May 1, 2007 with the option to renew. The lease payment is approximately $236 per month. The lease has been automatically renewed on the same terms beginning May 1, 2008 and May 1, 2009.

On November 1, 2007, the Company entered into an Independent Contractor Agreement with the Chairman & Chief Executive Officer for managing and directing daily operations of the Company pursuant to the directives of the Board of Directors for services through to June 30, 2008, under which he would be compensated as follows:

$7,000 per month for the first two months (November and December 2007)

$10,000 per month for the remaining 6 months (January to June 2008)

On July 25, 2008, the Company renewed the Independent Contractor Agreement with the Chairman & Chief Executive Officer for $10,000 per month for a further six months beginning July 1, 2008. While there has been no formal renewal, the agreement has continued on a month-to-month basis.

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UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

October 31, 2009

(Amounts expressed in US dollars)

NOTE 15. COMMITMENTS (cont’d)

On December 11, 2007, the Company entered into an Independent Contractor Agreement with the Managing Director of UOMO Publishing division, under which the Managing Director would be compensated $4,167 per month to continue performing services for a period of twelve months to December 10, 2008. On December 15, 2008, the Company renewed this contract for a term of another twelve months.

On January 31, 2008, the Company entered into an Independent Contractor Agreement with the Chief Financial Officer, under which the Chief Financial Officer would be compensated $7,500 per month to continue performing services as the Company’s Chief Financial Officer from February 1, 2008 through June 30, 2008. This agreement was renewed on July 25, 2008, under the same terms for a further six months beginning July 1, 2008. While there has been no formal renewal, the agreement has continued on a month-to-month basis.

On October 8, 2008, the Company entered into an Independent Contractor Agreement with a sole proprietor, under which the independent contractor would be compensated an advance of $2,000 per month to perform services for a period of six months to ~~March~~April 3120, 2009. While there was no formal renewal, the agreement was continued on a month-to-month basis to September 30, 2009. On November 30, 2009, the agreement was renewed to ~~March~~April 3120, 2010 for compensation of $2,500 per month.

On December 7, 2009, the Company renewed a contract to pay one of its directors 25,000 common shares to carry out services as the Company’s director for a third term of one year or until removed as a director. As of April 20, 2010, these shares have not been issued yet.

On January 16, 2009, the Company acquired a 15% preferred share ownership of a ticketing service company in consideration for cash, stock, and warrants. On October 26, 2009, the Company amended the original Asset Purchase Agreement dated January 16, 2009, to change the financial terms only. Under the terms of the new agreement, the following payments will be further required:

UOMO Stock Units:

~~650~~337,~~000~~500 stock units to become free trading as of ~~October~~January 271, ~~2009~~2010 (~~See~~see Note 168 -– ~~Stock~~common stock has not been issued inas ~~November~~of ~~2009~~April 20, 2010)

337,500 stock units to become free trading as of January 1, 2010

750,000 stock units to become free trading as of November 1, 2010

~~NOTE~~- ~~16. SUBSEQUENT~~22 ~~EVENTS~~-

In November 2009, the Company issued 650,000 common stock as required and agreed on under the terms of the Amended Asset Purchase Agreement for the long term investment of a ticketing service company.

On November 30, 2009, the Company renewed the Independent Contractor Agreement with a sole proprietor, under which the independent contractor would be compensated an advance of $2,500 per month to perform services for a period of six months starting October 1, 2009 to March 31, 2010.

On December 7, 2009, the Company renewed the Director Service Agreement with a director for another period of twelve months, under which the director would be compensated 25,000 restricted common stock for providing his services.

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UOMO Media Inc.

Condensed Notes to Unaudited Interim Consolidated Financial Statements

~~October~~January 31, ~~2009~~2010

(Amounts expressed in US dollars)

NOTE 16. SUBSEQUENT EVENTS

On March 23, 2010, the Company entered into a Director Service Agreement with a newly appointed director to carry out services as a Company director for a term of one year or until removed as a director. As of April 20, 2010, these shares have not been issued yet.

NOTE 17. GEOGRAPHIC AND SEGMENTED INFORMATION

All the Company's operations and assets are located in Canada. For the ~~six~~nine months ended ~~October~~January 31, ~~2009~~2010, total revenue from continuing operations in Canada was $~~611~~810,~~237~~434. We evaluate performance based on gross margins (total revenues less costs of production and licensing) before operating costs. We do not manage our operating costs on a segment basis as our sales, marketing and support personnel, management team, and consultants work across all segments. Additionally, we do not track assets by segment and therefore asset disclosures by segment are not relevant and are not presented.

Financial information for the Company’s reportable segments is summarized below.

NOTE 17. GEOGRAPHIC AND SEGMENTED INFORMATION (cont’d)


	For the Nine Months Ended Jan 31, 2010	For the Nine Months Ended Jan 31, 2009	For the Three Months Ended Jan 31, 2010	For the Three Months Ended Jan 31, 2009
Total Revenues
Production	723,174	617,859	199,197	167,848
Publishing	2,000	16,570	-	-
Digital	19,500	-	-	-
Management & Other	65,760	1,530	-	37
Total Revenues	810,434	635,959	199,197	167,885

Cost of Revenue:
Production	709,475	616,232	190,537	163,754
Publishing	-	-	-	-
Digital	17,275	-	-	-
Other	39,583	4,746	1,131	4,746
Total Cost of Revenues	766,333	620,978	191,668	168,500

Gross Margin:
Production	13,699	1,627	8,660	4,094
Publishing	2,000	16,570	-	-
Digital	2,225	-	-	-
Other	26,177	(3,216)	(1,131)	(4,709)
Total Gross Margin	44,101	14,981	7,529	(615)

	For the Six Months Ended Oct 31, 2009	For the Six Months Ended Oct 31, 2008	For the Three Months Ended Oct 31, 2009	For the Three Months Ended Oct 31, 2008
Total Revenues
Production	523,977	450,011	283,575	136,279
Publishing	2,000	16,570	-	16,570
Digital	19,500	-	19,500	-
Management & Other	65,760	1,493	57,012	-
Total Revenues	611,237	468,074	360,087	152,849
Cost of Revenue:
Production	518,938	452,478	282,495	141,442
Publishing	-	-	-	-
Digital	17,275	-	17,275	-
Other	38,452	-	34,568	-
Total Cost of Revenues	574,665	452,478	334,338	141,442
Gross Margin:
Production	5,039	15,596	1,080	(5,163)
Publishing	2,000	-	-	16,570
Digital	2,225	-	2,225	-
Other	27,308	-	22,444	-
Total Gross Margin	36,572	15,596	25,749	11,407

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Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

The following discussion and analysis compares our results of operations for the ~~six~~nine months ended ~~October~~January 31, ~~2009~~2010 to the same period in ~~2008~~2009. This discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this quarterly report for the ~~six~~nine months ended ~~October~~January 31, ~~2009~~2010. This quarterly report contains certain forward-looking statements and our future operation results could differ materially from those discussed herein.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in this report and other reports we file with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.

OVERVIEW

We incorporated on June 10, 2004 as First Source Data, Inc. under the laws of the State of Nevada. As of September 25, 2007, our line of business changed from providing online marketing management and consulting services to providing music publishing, digital music and video, recorded music and production, and talent management services. We are now in the business of producing, managing, and monetizing music-based intellectual property. Effective October 30, 2007, we changed our name to UOMO Media Inc., which we believe more appropriately reflects our current business focus. Effective May 1, 2009 we are no longer considered to be in the development stage.

CRITICAL ACCOUNTING POLICIES

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to the reported amounts of revenues and expenses, bad debt, investments, intangible assets, income taxes, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions. We consider the following accounting policies to be critical because the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change or because the impact of the estimates and assumptions on financial condition or operating performance is material.

Cash and Cash Equivalents

Cash equivalents usually consist of highly liquid investments, which are readily convertible into cash with maturity of three months or less when purchased.

Revenue Recognition

We recognize revenue when the following four conditions are present:

persuasive evidence of an arrangement exists;

delivery has occurred or services have been rendered;

the seller’s price to the buyer is fixed or determinable; and

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collection is reasonably assured.

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We earn revenues in the form of production, management fees, and royalties from five categories of services, comprising of five divisions. These divisions are described below. The Company negotiates similar contract terms prior to performing services under any of the categories below.

Music Publishing:

UOMO Music Publishing is tasked with creating a catalogue of assets in the form of copyrights. All of UOMO’s publishing catalogues are owned by UOMO Music Publishing. Services include:

Fund advances: providing advances to individual composers

Administration: registration, tracking, and collection of copyright royalties

Creative: creating copyrights by writing songs

Licensing: finding opportunities to monetize copyrights by placing songs on recording artists, films, television, video games, commercials

ii)

Recorded Music:

The Company earns revenue from the ownership of master recordings. UOMO Recorded Music has three core functions:

Catalogue acquisition

Talent acquisition for/and production activities

Distribution arrangements for projects

iii)

Digital ~~Distribution~~:

The Company has been developing digital music and video Web 2.0 software. Digital strategy and communication services also falls under this division. As well, UOMO’s BasslineHQ division of interactive services falls under this division. BasslineHQ designs, develops, and deploys digital solutions. UOMO has also acquired a 15% preferred share ownership of a ticketing service company called Gettickets which falls under this division.

iv)

Talent Management:

The Company earns a percentage of gross revenues for all projects it manages.

Marketing:

This division is tasked with finding opportunities for product placements and celebrity endorsement within entertainment properties.

Foreign Currency Translations

We maintain our accounting records in U.S. dollars, which is the functional, and reporting currency. Foreign currency transactions are translated into the functional currency in the following manner.

At the transaction date, each asset, liability, revenue and expense is translated into the functional currency by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are translated into the functional currency by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.

Stock-based compensation

We have adopted FASB ASC 718 (Prior authoritative literature: SFAS 123 (~~Revised~~revised in December 2004), “Share Based Payment,” which requires us to measure the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee or a non-employee is required to provide service in exchange for the award-the requisite service period. We do not recognize compensation cost for equity instruments ~~for which employees do not render the requisite service. We will estimate the grant-date fair value of~~ employee ~~and non-employee~~ share options and similar instruments using option-pricing models adjusted for the unique characteristics of those instruments.

- 2425 -

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the ~~FASB issued Statement of~~ Financial Accounting Standards Board (~~“SFAS”~~"FASB") ~~No.~~issued ~~168,~~guidance ~~The~~now ~~FASB~~codified under Accounting Standards ~~CodificationTM~~Codification ~~and the Hierarchy of Generally Accepted Accounting Principles – A Replacement of FASB Statement No. 162~~ (~~“SFAS 168”~~"ASC")~~. SFAS~~ ~~168~~Topic ~~establishes~~105-10 which established the FASB Accounting Standards Codification (“"the Codification”") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. ~~SFAS~~ ASC ~~168~~105-10 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. ~~The~~ ~~Company~~References ~~will~~made ~~begun~~ to ~~use~~authoritative ~~the~~FASB ~~new~~guidance ~~Codification~~throughout ~~when referring to GAAP in its annual report on Form 10-K for~~ the ~~year~~consolidated ~~ending~~financial ~~April~~statements ~~30, 2010. This will not~~ have anbeen ~~impact~~updated onto the ~~financial~~applicable ~~statements~~Codification Section.

InNewly ~~May~~Adopted ~~2009,~~Accounting ~~the~~Pronouncements FASB issued SFAS No. 165, Subsequent Events (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued. SFAS 165 is effective for interim and annual periods ending after June 15, 2009. This SFAS requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The adoption of SFAS 165 did not have a material impact on our consolidated financial statements.

~~RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED OCTOBER 31, 2009 AS COMPARED TO THE SIX MONTHS ENDED OCTOBER 31, 2008~~(a)

(b)

(c)

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NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS (cont’d)

(d)

(e)

(f)

- 27 -

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JANUARY 31, 2010 AS COMPARED TO THE NINE MONTHS ENDED JANUARY 31, 2009

Revenue

For the ~~six~~nine months ended ~~October~~January 31, ~~2009~~2010, we generated $~~611~~810,~~237~~434 in revenues generated across all divisions. For the ~~six~~nine months ended ~~October~~January 31, ~~2008~~2009, we generated $~~468~~635,~~074~~959.

Cost of Goods Sold

During the ~~six~~nine months ended ~~October~~January 31, ~~2009~~2010, we incurred $~~574~~766,~~665~~333 in cost of goods sold expense. For the same ~~six~~nine month period ended ~~October~~January 31, ~~2008~~2009, we incurred $~~452~~620,~~478~~978 cost of goods sold expense during this period.

Expenses

During the ~~six~~nine months ended ~~October~~January 31, ~~2009~~2010, we incurred total selling and administrative expense from operations of $~~218~~308,~~702~~678. For the same ~~six~~nine month period ended ~~October~~January 31, ~~2008~~2009, we incurred total expenses from operations of $~~232~~390,~~866~~435 comprised of selling and administrative expense of $~~231~~388,~~079~~648 and amortization expense of $1,787. The largest two expenses in the ~~six~~nine months ended ~~October~~January 31, ~~2009~~2010, besides Cost of Goods Sold expense of $~~574~~766,~~665~~333, were $~~137~~192,~~909~~302 for consulting and management services, and $5986,791 for accounting fees, compared to $~~117~~180,~~904~~683 for consulting and management services, and $4474,~~892~~759 for accounting fees, the two largest expenses for the ~~six~~nine months ended ~~October~~January 31, ~~2008~~2009. Expenses were about the same in both periods, however, total expenses were offset by a $2528,~~279~~108 gain in foreign exchange in the ~~six~~nine months ended ~~October~~January 31, ~~2009~~2010 compared to a $52,042 loss in foreign exchange for the same nine months in the prior period, mostly due to accounts receivable.

Net Income/Loss

During the ~~six~~nine month period ended ~~October~~January 31, ~~2009~~2010, we incurred a net loss of $~~182~~264,~~130~~577 compared with a net loss of $~~217~~375,~~270~~454 for the ~~six~~nine month period ended ~~October~~January 31, ~~2008~~2009. For the ~~six~~nine month period ended ~~October~~January 31 ~~2009~~2010, we began generating revenue across all our divisions at higher gross margins as our operations gear up. As well, this was further offset by recognition of gain in foreign exchange in the ~~six~~nine months ended ~~October~~January 31, ~~2009~~2010.

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LIQUIDITY AND CAPITAL RESOURCES

We do not yet have an adequate source of reliable, long-term revenue to fund operations. We may not achieve a consistent and reliable revenue stream adequate to support continued operations and development of our new line of business activities.

As of ~~October~~January 31, ~~2009~~2010, we had cash and cash equivalents of $8107,~~733~~724. We had total current assets of $~~409~~353,~~693~~101, which includes $3,199 in prepaid expenses and deposits. Our liquidity as of ~~October~~January 31, ~~2009~~2010 should be interpreted in conjunction with a recorded liability of $~~597~~737,347 loan payable on demand.

Our financial statements are prepared and presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, they do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Effective May 1, 2009, we exited the development stage and we are now actively providing music publishing, digital music, production, and talent management services. However, we have reported net losses of $~~182~~264,~~130~~577 and $~~217~~375,~~270~~454 for the ~~six~~nine months ended ~~October~~January 31, ~~2009~~2010 and ~~2008~~2009 respectively and have an accumulated deficit of $1,~~249~~331,~~139~~586 and stockholders’ deficiency of $~~699~~716,~~911~~753 as at ~~October~~January 31, ~~2009~~2010.

The Company’s continued existence is dependent upon its ability to obtain financing and to achieve profitable operations.

The financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

- 28 -

SUBSEQUENT EVENTS

InOn ~~November~~March ~~2009~~23, we2010, ~~issued~~the ~~650,000~~Company ~~common~~entered ~~stock~~into asa ~~required~~Director ~~and~~Service ~~agreed~~Agreement onwith ~~under~~a ~~the~~newly ~~terms~~appointed ofdirector ~~the~~to ~~Amended~~carry ~~Asset~~out ~~Purchase~~services ~~Agreement~~as ~~for~~a ~~the~~Company ~~long~~director ~~term~~for ~~investment~~a term of one year or until removed as a ~~ticketing~~director. As ~~service~~of ~~company~~April 20, 2010, these shares have not been issued yet.

On November 30, 2009, we renewed the Independent Contractor Agreement with a sole proprietor, under which the independent contractor would be compensated an advance of $2,500 per month to perform services for a period of six months starting October 1, 2009 to March 31, 2010.

On December 7, 2009, we renewed the Director Service Agreement with a director for another period of twelve months, under which the director would be compensated 25,000 restricted common stock for providing his services.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Smaller reporting companies are not required to provide the information required by this Item.

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures cannot be relied upon to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management's assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.

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concluded that our disclosure controls and procedures cannot be relied upon to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management's assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. We have assessed the effectiveness of those internal controls as of ~~October~~January 31, ~~2009~~2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement

preparation and presentation.

A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects a company's ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the company's annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified a material weakness in our internal control over financial reporting. This material weakness consisted of inadequate staffing within the accounting operations of our Company. The small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. Due to this material weakness, management could not conclude that its internal control over financial reporting was effective as of October 31, 2009.

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is more than a remote likelihood that a material misstatement of the company's annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified a material weakness in our internal control over financial reporting. This material weakness consisted of inadequate staffing within the accounting operations of our Company. The small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. Due to this material weakness, management could not conclude that its internal control over financial reporting was effective as of January 31, 2010.

Our review also indicated the existence of certain high level procedures that might or might not serve to provide compensating control over these weaknesses. These procedures consisted of analytical review of key operating results by our senior management, including preparation and review of monthly operating results, comparison of such results to budgets and to historical amounts. In addition, the board of directors received monthly updates on operations, and on a quarterly basis, reviews, investigates and discusses apparent inconsistencies and concerns with senior operating management.

Our review also revealed that although a number of controls appeared to exist, and were observed to have been in operation, documentary evidence that such controls were operating throughout the period was found to be lacking. Such evidence as signatures indicating that a certain procedure had been carried out and affixing responsibility were lacking in the internal control system.

This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this quarterly report.

- 27 -

Changes in Internal Control Over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the quarter ended ~~October~~January 31, ~~2009~~2010 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II

Item 1.

Legal Proceedings

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

ITEM 1A.

Risk Factors

Risks Relating To Our Business

We intend to grow our Company by acquisition, and if we are not successful, our business will be harmed.

Our business strategy includes the attainment of a portion of our growth through our ability to successfully execute our acquisition model. In order to pursue a growth by acquisition strategy successfully, we must identify suitable candidates for these transactions, complete these transactions, and manage post-closing issues such as integration of the acquired business into our corporate structure. Integration issues are complex, time-consuming, and expensive and, without proper planning and implementation, could significantly disrupt our business. Potential disruptions include diversion of management's attention, loss of key business and/or personnel from the acquired company, ~~unanticipated events, and legal liabilities. If the business becomes impaired, there could be partial or full write-offs attributed to the acquisition.~~

unanticipated events, and legal liabilities. If the business becomes impaired, there could be partial or full write-offs attributed to the acquisition.

- 30 -

Our continued operations are contingent on our ability to raise additional capital and obtain financing and success in future operations. If we do not acquire sufficient additional funding or alternative sources of capital to meet our working capital, we may have to substantially curtail our operations and business plan. If we do not achieve sufficient revenues to meet our future obligations, we intend to seek sufficient financial resources by issuing shares of common stock, borrowing cash from a bank or one of our directors, or a combination of these activities. We may be unable to obtain additional financing using any of these methods. These conditions raise substantial doubt about our ability to continue as a going concern. However, our financial statements do not include any adjustments that might result if we are unable to continue our business.

We have a limited operating history and may never achieve or sustain profitable operations.

We have a short operating history and have not been profitable since our incorporation in June 2004. Effective May 1, 2009, the Company has exited the development stage and is now actively providing music publishing, digital music, production, and talent management services. However, we have reported net losses and an accumulated deficit and stockholders’ deficiency at ~~October~~January 31, ~~2009~~2010. Even if we obtain future revenues sufficient to continue to expand our operations, increased operational or marketing expenses could adversely affect our liquidity. The limited extent of our assets and revenues, and our limited operating history make us subject to the risks associated with start-up companies, including potentially negative cash flows. We have no significant assets or financial resources. Our lack of operating history makes it very difficult for you to make an investment decision based upon our managerial skill. We may never become profitable and our stockholders may lose their entire investment.

We depend on our officers and directors to perform our business activities and our ability to recruit and retain the qualified individuals needed to operate and develop our business is unknown.

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We depend on our officers and directors to perform many of our business activities. Currently, our Chairman and Chief Executive Officer, Camara Alford, personally carries out our management activities. Mr. Alford also liaises with external contractors who provide additional consulting services. Our Chief Financial Officer, Jueane Thiessen, personally performs most of our accounting and financial management functions. Our present management structure, although adequate for the early stage of our operations, will likely have to be significantly augmented as our operations expand. Our future success will depend in part on the services of our key personnel and, additionally, on our ability to identify, hire and retain additional qualified personnel. There is intense competition for qualified management, marketing, accounting, and sales personnel in our main area of business, online marketing consulting and management. We may not be able to continue to attract and retain the personnel needed to operate and develop our business. Because we rely on our directors and officers to perform our sales, accounting, and financial management activities, failure to attract and retain key personnel could have a material adverse effect on us.

We have limited cash so our continued existence is dependent upon our ability to obtain financing and to achieve profitable operations. If we are unable to raise additional capital, our business may fail and stockholders may lose their entire investment.

We have limited capital reserves to finance expansion or to protect us from a downturn in business. The Company’s continued existence is dependent upon its ability to obtain financing and to achieve profitable operations. Additional financing may come in the form of an offering of common shares, borrowing from a bank or one of our directors, or from revenues generated by new business. If additional shares are issued to raise capital, our existing stockholders will suffer a dilution of their stock ownership and the value of our outstanding shares may fall. If we borrow more money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. We have no commitments for additional financing and there can be no assurance that additional funds will be available when needed, or on terms acceptable to us, if at all. If adequate funds are not available we may be required to change our planned business strategies. If we are unable to obtain adequate financing, we may not be able to successfully develop and market our products and services. As a result, we would need to curtail business operations which would have a material negative effect on operating results, the value of our outstanding stock is likely to fall, and our business may fail causing our stockholders to lose their entire investment.

Two of our directors, Camara Alford and Jueane Thiessen, also serve as our officers. These interrelationships may create conflicts of interest that might be detrimental to us.

- 31 -

There are various interrelationships between our officers and directors that may create conflicts of interest that might be detrimental to us. One of our directors, Camara Alford, is our Chairman and Chief Executive Officer. Jueane Thiessen, also our director, is our Chief Financial Officer and Secretary. Our board of directors, which appoints our officers, currently consists of three persons, Mr. Alford, Ms. Thiessen, and J. Sean Diaz. Together, Mr. Alford and Ms. Thiessen control over sixty-six percent of the voting power of the board of directors. Because Mr. Alford and Ms. Thiessen are both directors and officers, there exists a potential future conflict of interest regarding the decision to remove our officers or appoint new officers. Our directors and officers will deal with any such conflicts of interest, should they arise, in accordance with our Corporate Code of Ethics and applicable corporate law principles.

We may be subject to foreign currency fluctuation and such fluctuation may adversely affect our financial position and results.

We are currently located in Canada and pay most of our expenses in United States dollars. However, our target market is global. We may enter into contracts that require customers to pay us in currencies other than United States dollars. Therefore, our potential operations make us subject to foreign currency fluctuation. We do not make investments that offset the risk of adverse foreign currency fluctuations and we may suffer increased expenses and overall losses as a result.

We do not own patents on our products and, if other companies copy our products, our revenues may decline which may result in a decrease in our stock price.

We do not own patents on our products we have developed and we do not currently intend to file for patent protection on those products. Therefore, another company could recreate our products and could compete against us, which could adversely affect our revenues.

- 29 -

We do not carry any insurance and we may be subject to significant lawsuits which could substantially increase our expenses.

We do not carry any insurance. There are a number of occurrences that could adversely affect our financial condition. These include damage to our assets, financial records, or other property by fire or water, as well as any successful lawsuits against us involving recovery of damages arising out of our contractual, legal, or other duties. Should such an uninsured loss occur, our costs may substantially increase which would lower our overall profitability, if any.

Risks Relating To Our Stock

“Penny stock” rules may make buying or selling our securities difficult, which may make our stock less liquid and make it harder for investors to buy and sell our shares.

Trading in our securities is subject to the SEC’s “penny stock” rules and it is anticipated that trading in our securities will continue to be subject to the penny stock rules for the foreseeable future. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the register representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by these requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect the market price for our securities.

Existing and prospective stockholders may experience significant dilution if we enter into a business combination with a private concern or public company and issue securities to stockholders of such private company.

- 32 -

Our business plan contemplates that we may acquire other companies or assets. As a result, we may enter into a business combination with a private concern or public company that, depending on the terms of merger or acquisition, may result in us issuing securities to stockholders of any such private company. The issuance of previously authorized and unissued common shares would result in a reduction in the percentage of shares owned by our present and prospective stockholders and may result in a change in control or management of our Company.

Douglas McClelland, one of our former directors, controls approximately 70% of our common shares, and he may not vote his shares in a manner that benefits minority stockholders.

As of ~~October~~January 31, ~~2009~~2010, Douglas McClelland, one of our former directors, owns approximately 70% of our voting stock. As a result, Mr. McClelland exercises significant control over our business affairs and policy. Mr. McClelland is able to significantly influence all matters requiring approval by stockholders, including the election of directors and the approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying, deterring, or preventing a change in control and may make some transactions more difficult or impossible to complete without the support of Mr. McClelland. In addition, Mr. McClelland may not have an interest in fully promoting the sale of our common stock if such sales would reduce the opportunity for him to sell his own shares at any time in the future.

Our common stock has experienced in the past, and is expected to experience in the future, significant price and volume volatility, which substantially increases the risk that our stockholders may not be able to sell their shares at or above the price that they paid for the shares.

Because of the limited trading market for our common stock, and because of the possible price volatility, you may not be able to sell your shares of common stock when you desire to do so. From May 1, 2009 and through ~~October~~January 31, ~~2009~~2010, our common stock was sold and purchased at prices that ranged from a high of $1.06 to a low of $0.07035 per share (with prices adjusted for a four-to-one forward split in our stock that occurred on June 6, 2007). An inability for our stockholders to sell their shares in a rapidly declining market as a result of the illiquidity in our stock may substantially increase their risk of loss because the price for our common stock may suffer greater declines due to its price volatility.

- 30 -

for our stockholders to sell their shares in a rapidly declining market as a result of the illiquidity in our stock may substantially increase their risk of loss because the price for our common stock may suffer greater declines due to its price volatility.

The price of our common stock that will prevail in the market may be higher or lower than the price that our stockholders pay. Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to, the following:

Variations in our quarterly operating results;

Development of a market in general for our products and services;

Changes in market valuations of similar companies;

Announcement by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

Loss of a major customer or failure to complete significant transactions;

Additions or departures of key personnel; and

Fluctuations in stock market price and volume.

Additionally, in recent years the stock market in general, and stocks quoted on the Over-The-Counter, or OTC, Bulletin Board in particular, have experienced significant price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying companies. These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance.

Over the past few months, there have been periods of significant increases in trading volume of our common stock during which the price of our stock has both increased and decreased. The historical trading of our common stock is not necessarily an indicator of how it will trade in the future and our trading price as of the date of this annual report does not necessarily portend what the trading price of our common stock might be in the future.

Moreover, class action litigation has often been brought against companies following periods of volatility in the market price of the common stock of those companies. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on investments in our stock.

- 33 -

Our directors have the right to authorize the issuance of preferred stock and additional shares of our common stock.

Our directors, within the limitations and restrictions contained in our articles of incorporation and without further action by our stockholders, have the authority to issue shares of preferred stock from time to time in one or more series and to fix the number of shares and the relative rights, conversion rights, voting rights, and terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. We have no intention of issuing preferred stock at the present time. Any issuance of preferred stock could adversely affect the rights of holders of our common stock.

Should we issue additional shares of our common stock at a later time, the ownership interest of each of our current stockholders would be proportionally reduced. Our stockholders do not have any preemptive right to acquire additional shares of our common stock, or any of our other securities.

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Exchange Act, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

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Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On January 1, 2006, we entered into an agreement with Lenka Gazova, one of our stockholders, for a period of twelve months under which Ms. Gazova was required to perform programming services to develop the “AdMeUp Network” for a minimum of 20 hours per month. Under this agreement, we owned all copyright, intellectual property, and other ownership rights to the work performed by Ms. Gazova. Compensation was due when all services were complete and we had the option to determine the form and amount of compensation payable to Ms. Gazova based on one of the following options: a) $ 19,200 in cash; b) a number of our unregistered common shares equal to $19,200 divided by the weighted average trading price of the our common shares posted on any stock quotation or listing service for the 10-day period prior to the date of payment; or c) some combination of a) and b) that will yield a market value of $19,200. We have not yet paid the compensation owing to Ms. Gazova under this agreement and have not yet determined whether the fees or these services will be paid in cash, unregistered stock, or a combination of cash and unregistered stock. On January 1, 2007, we entered into a new agreement with Ms. Gazova with the same terms for an additional period of twelve months to continue providing programming services on the “AdMeUp Network.” The option for us to issue shares to Ms. Gazova under each of these agreements was pursuant to the Regulation S exemption. Ms. Gazova is not a U.S. person as defined in Rule 902(k) of Regulation S, and no sales efforts were conducted in the U.S. in accordance with Rule 903(c). Ms. Gazova acknowledged that if we compensate her in unregistered shares for her services, the shares purchased must come to rest outside the U.S. This transaction did not involve a distribution or public offering, and no commission was paid in connection with this option agreement.

On April 22, 2008, we issued 25,000 shares of our restricted common stock to J. Sean Diaz, as compensation for serving on our board of directors, valued at $10,000. On December 23, 2008, in compensation for renewing this contract for another term, we issued another 25,000 shares of our restricted common stock, valued at $2,750.

On April 22, 2008, we issued 62,500 shares of our restricted common stock to Peter Coquillard, as compensation for serving as the Managing Director of our Publishing division, valued at $25,000. On December 23, 2008, we renegotiated this contract for another term of service in exchange for compensation of 446,429 shares of our restricted common stock, valued at $50,000.

- 34 -

On June 20, 2008, we issued 13,612 shares of our restricted common stock to Christopher Perry, as part of the compensation to acquire a publishing catalogue, valued at $7,500. On November 17, 2008, we issued a further 45,998 shares of our restricted common stock, valued at $7,500 as part of the compensation for this publishing catalogue.

On September 17, 2008, we issued 47,319 shares of our restricted common stock to Carolyn Cottingham in return for services, valued at $15,000.

On October 20, 2008, we issued 20,227 shares of our restricted common stock to Nicole Hughes, as part of the compensation to acquire a publishing catalogue, valued at $4,167. On August 25, 2009, we issued a further 45,998 shares of our restricted common stock, valued at $4,167 as part of the compensation for this publishing catalogue.

On October 20, 2008, we issued 40,000 shares of our restricted common stock to Katrina Lopes, as compensation for serving as the Director of Management Services, valued at $6,800. On August 25, 2009, in compensation for renewing this contract for another term, we issued another 40,000 shares of our restricted common stock, valued at $2,750.

On November 17, 2008, we issued 10,000 shares of our restricted common stock to Sarah Thompson in return for services, valued at $1,600.

On August 25, 2009, we issued 25,000 shares of our restricted common stock to Carl Erion as compensation for services under a joint venture partnership valued at $3,750.

On August 25, 2009, we issued another 25,000 shares of our restricted common stock to Bryan Wills as compensation for services under a joint venture partnership valued at $3,750.

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On August 25, 2009, we issued 554,583 shares of our common stock to Gettickets E Solutions Inc. as part of the compensation for our 15% acquisition of the ticketing service company. This issuance was valued at $83,187.

On November 11, 2009, we issued 650,000 shares of our common stock to Gettickets E Solutions Inc. as part of the compensation for our 15% acquisition of the ticketing service company. This issuance was valued at $50,000.

With respect to the issuance of our securities described above, we relied on the Section 4(2) exemption from securities registration under the federal securities laws for transactions not involving any public offering. No advertising or general solicitation was employed in offering the securities. The securities were issued to an accredited investor. The securities were offered for investment purposes only and not for the purpose of resale or distribution, and the transfer thereof was appropriately restricted by us.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Submission of Matters to a Vote of Security Holders

During the ~~second~~third quarter of our fiscal year ended April 30, 2010, no matter was submitted to a vote of security holders through the solicitation of proxies or otherwise.

Item 5. Other Information

None.

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Item 6. Exhibits

The exhibits listed below are filed as part of or incorporated by reference in this report.

Exhibit

No.

Identification of Exhibit

10.1.

Joint Venture Agreement between UOMO Media Inc. and Carl S. Erion and Bryan Wills to form Bassline dated May 18, 2009 (included as Exhibit 10.1 to the Form 8-K filed May 21, 2009 and incorporated herein by reference).

10.2.

Promissory Note between UOMO Media Inc. and Jueane Thiessen, dated June 15, 2009

(included as Exhibit 10.1 to the Form 8-K filed June 19, 2009 and incorporated herein by reference).

10.3.

Promissory Note between UOMO Media Inc. and Next Level Ltd., dated June 29, 2009

(included as Exhibit 10.1 to the Form 8-K filed July 6, 2009 and incorporated herein by reference).

10.4.

Music Agreement between UOMO Media Inc. and Colgate-Palmolive Canada Inc. dated July 16, 2009 (included as Exhibit 10.1 to the Form 8-K filed July 22, 2009 and incorporated herein by reference).

10.5.

Agreement for Promotional Appearances between UOMO Media Inc. and Colgate-Palmolive Canada Inc. dated July 16, 2009 (included as Exhibit 10.2 to the Form 8-K filed July 22, 2009 and incorporated herein by reference).

10.6.

Co-Publishing Agreement with Desman Inc. (included as Exhibit 10.17 to the Form 10-K filed August, 13, 2009 and incorporated herein by reference).

10.7.

Management Agreement with Desman Inc. (included as Exhibit 10.18 to the Form 10-K filed August, 13, 2009 and incorporated herein by reference).

- 33 -

10.8.

Manufacturing and Distribution Agreement with Universal Music Canada Inc.. (included as Exhibit 10.1 to the Form 8-K filed August, 21, 2009 and incorporated herein by reference).

10.9.

Independent Contractor Agreement between UOMO Media Inc. and Katrina Lopes, dated November 30, 2009 (included as Exhibit 10.1 to the Form 8-K filed December 2, 2009 and incorporated herein by reference).

10.10.

Director Service Agreement between UOMO Media Inc. and J. Sean Diaz, dated December 7, 2009 (included as Exhibit 10.1 to the Form 8-K filed December 10, 2009 and incorporated herein by reference).

10.11.

Promissory Note between UOMO Media Inc. and Green Stone Capital., dated January 6, 2010

(included as Exhibit 10.1 to the Form 8-K filed January 11, 2010 and incorporated herein by reference).

21.1.

Subsidiaries of the Registrant (filed herewith).

31.1.

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

- 3436 -

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UOMO Media Inc.

(Registrant)

/s/ Camara Alford

Camara Alford

President and Chief Executive Officer

Date

~~December~~April 2220, ~~2009~~2010

/s/ Jueane Thiessen

Jueane Thiessen

Chief Financial Officer and Principal Accounting Officer

Date

~~December~~April 2220, ~~2009~~2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.

/s/ Camara Alford

Camara Alford

Chairman of the Board of Directors

Date

~~December~~April 2220, ~~2009~~2010

/s/ Jueane Thiessen

Jueane Thiessen

Director

Date

~~December~~April 2220, ~~2009~~2010

/s/ J. Sean Diaz

J. Sean Diaz

Director

Date

~~December~~April 2220, ~~2009~~2010

~~- 35 -~~By

/s/ Jacob Goldbas

Jacob Goldbas

Director

Date

April 20, 2010

- 37 -

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

I, Camara Alford, certify that:

I have reviewed this quarterly report of UOMO Media Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: ~~December~~April 2220, ~~2009~~2010

/s/ Camara Alford

--------------------------------------

By: Camara Alford

Chief Executive Officer

- 3638 -

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

I, Jueane Thiessen, certify that:

I have reviewed this quarterly report of UOMO Media Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: ~~December~~April 2220, ~~2009~~2010

/s/ Jueane Thiessen

--------------------------------------

By: Jueane Thiessen

Chief Financial Officer and Principal Accounting Officer

- 3739 -

EXHIBIT 32.1

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of UOMO Media Inc., a Nevada corporation (the "Company"), does hereby certify, to such officer's knowledge, that:

The quarterly report on Form 10-Q for the ~~six~~nine month period ended ~~October~~January 31, ~~2009~~2010 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: ~~December~~April 2220, ~~2009~~2010

/s/ Camara Alford

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By: Camara Alford

Chief Executive Officer

Date: ~~December~~April 2220, ~~2009~~2010

/s/ Jueane Thiessen

-------------------------------------

By: Jueane Thiessen

Chief Financial Officer and Principal Accounting Officer

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