10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q /A

 (Mark One)

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

For the quarterly period ended September 30, 2011

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______________ to _____________

Commission file number:  000-27574

IOWORLDMEDIA, INCORPORATED

 (Exact name of registrant as specified in its charter)

Florida	59-3350778
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5025 West Lemon Street, Suite 200 Tampa, Florida	33609
(Address of principal executive offices)	(Zip Code)

(813) 637-2229

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

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

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

1

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yeso    No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   Yes x  No o

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

As of November 10, 2011 there were 163,447,479 shares of $0.001 par value common stock issued and outstanding.

EXPLANATORY NOTE

This amendment on Form 10-Q/A of IOWORLDMEDIA, INCORPORATED is being filed to replace the Quarterly Report on Form 10-Q that was filed on November 14, 2011. 

This amendment to the quarterly report of IOWORLDMEDIA, INCORPORATED together with its consolidated subsidiaries, (“ioWorldMedia”, the “Company”, “we”, “us”, and “our”, unless the context indicates otherwise) covers periods after December 31, 2010. The amendment is in response to SEC Staff comments.   The changes to this amendment from the Quarterly Report filed November 14, 2011 are to provide more detailed and thorough disclosure to current and prospective shareholders.  In specific, the Management Discussion & Analysis added more thorough discussion for each section of the MD&A. The interest forgiven by the holders of the convertible debt was reclassified from interest income to additional paid in capital.  Note 14 has been added for the restatement of the financials as of June 30, 2011.  In Note 3. Summary of significant accounting policies there has been a section added to explain Accrued Revenue, separate from Accounts Receivable.  Preferred Stock has been reclassified to Temporary Equity on the balance sheet and additional disclosure provided in Note 10.

2

FORM 10-Q

IOWORLDMEDIA, INCORPORATED.

INDEX

		Page
PART I.	Financial Information
	Item 1.  Financial Statements.	4
	Item 2.  Management’s Discussion and Analysis of Financial Condition and Plan of Operation.	21
	Item 3.  Quantitative and Qualitative Disclosures About Market Risk.	26
	Item 4.  Controls and Procedures.	26
PARTII.	Other Information
	Item 1.  Legal Proceedings.	27
	Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.	27
	Item 3.  Defaults Upon Senior Securities.	27
	Item 4.  (Removed and Reserved).	27
	Item 5.  Other Information.	27
	Item 6.  Exhibits.	27
	Signatures	28

3

PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ioWorldMedia, Incorporated and Subsidiaries

CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2011			2010
	(Unaudited)
ASSETS
Current assets
Cash	$	155,333		$	2,057
Accounts receivable		40,464			-
Prepaid expense		138,301			1,500
Accrued revenue		39,977			17,899
Total current assets		374,075			21,456
Property and equipment, net of accumulated depreciation		122,759			88,966
Other assets
Advance payments for contractual obligations		166,239			-
Security deposit		-			1,046
Total other assets		166,239			1,046
Total assets	$	663,073		$	111,468
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Note payable related party shareholders	$	-		$	5,403,794
Note payable		400,000			400,000
Current portion of capital lease payable		-			4,072
Accounts payable and accrued expenses		553,410			983,896
Deferred revenue		328,885			-
Total current liabilities		1,282,295			6,791,762
Deferred revenue		414,555			-
Total liabilities		1,696,850			6,791,762
Preferred stock, $.001 par value, 5,000,000 shares authorized, 3,025,000
shares issued and 3,000,000 outstanding at September 30, 2011		3,025			25
Additional paid-in capital		5,769,279			-
		5,772,304			25
Stockholders' equity
Common stock, $.001 par value; 250,000,000 authorized, 133,347,479
and 108,702,874 shares issued and outstanding at September 30, 2011
and December 31, 2010, respectively		133,448			108,803
Additional paid-in capital		57,548,374			56,934,164
Treasury stock, 25,000 shares of preferred, at cost		(25,931	)		(25,931	)
Accumulated defcit		(64,461,972	)		(63,697,355	)
Total stockholders' equity		(6,806,081	)		(6,680,319	)
Total liabilities and stockholders' equity	$	663,073		$	111,468

See notes to consolidated financial statements.

4

ioWorldMedia, Incorporated and Subsidiaries

CONSOLIDATED STATEMENT OF OPERATIONS

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Sales	$	445,658		$	207,302		$	1,212,131		$	580,494
Cost of sales		202,774			113,108			583,125			311,024
Gross profit		242,884			94,194			629,006			269,470
Operating expenses:
Selling and general and administrative		406,994			288,868			1,329,694			907,712
Depreciation and amortization		21,711			27,457			58,034			82,372
Total expenses		428,705			316,325			1,387,728			990,084
Net operating income		(185,821	)		(222,131	)		(758,722	)		(720,614	)
Other income (expense)
Interest income (expense)		-			(6,078	)		(5,895	)		(20,432	)
Total other income (expense)		-			(6,078	)		(5,895	)		(20,432	)
Net income (loss) before income taxes		(185,821	)		(228,209	)		(764,617	)		(741,046	)
Provision for income taxes		-			-			-			-
Net income (loss)	$	(185,821	)	$	(228,209	)	$	(764,617	)	$	(741,046	)
Net loss per weighted share,
basic and fully diluted	$	(0.0014	)	$	(0.0021	)	$	(0.0061	)	$	(0.0079	)
Weighted average number of common
shares outstanding, basic and fully diluted		133,347,479			108,702,874			125,027,127			94,365,511

See notes to consolidated financial statements.

5

ioWorldMedia, Incorporated and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

					Additional
	Common Stock				Paid-in		Treasury			Accumulated
	Shares		Amount		Capital		Stock			Deficit			Total
Balance, December 31, 2009		86,957,874	$	87,058	$	56,738,459	$	(25,931	)	$	(62,776,524	)		(5,976,938	)
Common shares issued for services		2,000,000		2,000		18,000								20,000
Common shares issued in settlement
of debt obligations		19,745,000		19,745		177,705								197,450
Net loss											(920,831	)		(920,831	)
Balance, December 31, 2010		108,702,874	$	108,803	$	56,934,164	$	(25,931	)	$	(63,697,355	)	$	(6,680,319	)
Common shares issued for cash		1,000,000		1,000		199,000								200,000
Common shares issued for
debt conversion		1,942,905		1,943		219,895								221,838
Restricted common shares issued
for services		2,420,000		2,420		21,780								24,200
Restricted common shares issued
for Directors' Fees		9,000,000		9,000		81,000								90,000
Restricted common shares issued
as part of Talent contract		10,000,000		10,000		90,000								100,000
Restricted common shares issued
to Early Enlister subscribers		281,700		282		2,535								2,817
Net loss											(764,617	)		(764,617	)
Balance, September 30, 2011		133,347,479	$	133,448	$	57,548,374	$	(25,931	)	$	(64,461,972	)	$	(6,806,081	)

See notes to consolidated financial statements.

6

ioWorldMedia, Incorporated and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended
	September 30,
	2011			2010
	(Unaudited)			(Unaudited)
Cash flows from operations
Net income (loss)	$	(764,617	)	$	(741,046	)
Adjustment to reconcile net loss to net cash:
Depreciation and amortization		58,034			82,372
Expenses settled by issuance of common stock		128,128			-
Changes in operating assets and liabilities:
Accounts receivable		(40,464	)		6,269
Deposits		1,046			-
Accounts payable and accrued expenses		159,837			121,623
Accrued revenue		(22,078	)		-
Prepaid expenses		(103,467	)		597
Advance payments on contractual obligations		(110,684	)		-
Deferred revenue		743,440			-
Net cash provided by (used for) operating activities		49,175			(530,185	)
Cash flows from investing activities
Capital expenditures		(91,827	)		-
Net cash provided by financing activities		(91,827	)		-
Cash flows from financing activities
Issuance of common stock		200,000			217,450
Due to related party shareholders		-			55,907
Proceeds from long-term borrowing		-			296,524
Payments on capital lease obligation		(4,072	)		(41,161	)
Net cash provided by financing activities		195,928			528,720
Net increase (decrease) in cash		153,276			(1,465	)
Cash, beginning of period		2,057			5,085
Cash, end of period	$	155,333		$	3,620
Supplemental disclosures:
Cash paid during the year for:
Interest	$	113		$	20,432

See notes to consolidated financial statements.

7

ioWorldMedia, Incorporated and SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2011

1.    Nature of operations

PowerCerv Corporation was incorporated in Florida in January 1995 as a holding company. The Company’s Articles of Incorporation were amended in December of 2005 to change its name to ioWorldMedia, Incorporated.  Unless otherwise specified, references herein to “ioWorldMedia” and “the Company” mean ioWorldMedia Incorporated and any subsidiaries and controlled limited liability companies.

On December 1, 2002, the Company completed the sale of substantially all of its operating assets to PCV Acquisition Inc., a subsidiary of ASA International, Ltd., a holding company of Vertical Enterprise Software Solutions based in Framingham, Massachusetts (collectively referred to as “ASA”).

During 2003 and 2004, there were no significant operations.

On December 30, 2003, the Company entered into a management and finance agreement with WhiteKnight SST (“WhiteKnight”), a related party, to develop and implement a business plan for the Company. Pursuant to this agreement, WhiteKnight agreed to infuse $250,000 into the Company. In exchange, WhiteKnight was granted the right to receive up to a 50 percent equity interest in the Company through the conversion of the $250,000 debt to common stock of the Company, par value $0.001 per share (the “Common Stock”).

In furtherance, WhiteKnight investigated various possibilities and ultimately proposed to the Company’s Board of Directors that the Company set a plan in motion to engage in the business of providing internet radio services.  As part of this plan, WhiteKnight proposed that the Company acquire the intellectual property owned by the related entities of Search Play, LLC and Radioio.com, LLC (collectively, “Search Play”).  At the time, Search Play owned several patents pending and other intellectual property that WhiteKnight believed would be advantageous to the Company as it sought to develop its internet radio operations.

To complete the SearchPlay purchase, the Company entered into a Contribution Agreement in November 2005.  Pursuant to the agreement, the Company agreed to issue shares of Common Stock in exchange for the membership interests of Search Play.  As part of this agreement, the Company also agreed to issue shares of Common Stock in exchange for certain debt owed to several individuals, some of whom were principals or affiliates of WhiteKnight.

In January 2006 the Company officially changed its name to ioWorldMedia, Inc.

The Company is an internet media platform that delivers streamed audio product to distinctively differently audiences for the purposes of generating revenue and profits. Its three operating businesses are:

1) Radioio where the Company streams a broad variety of different music genres to users. Revenue is generated through subscriptions and advertising.  Paying subscribers can receive extraordinarily high-quality fidelity music via 70+ different channels with, or without, advertising interruptions.

 2) ioBusinessMusic is the 21st century adaptation of the nearly century-old business, background music, found in restaurants, elevators, office building lobbies, amongst other applications.   ioBusinessMusic’s strategic advantages are lower cost, far better fidelity and far greater flexibility regarding programming.

3) Radioio Live , which launched on January 9, 2011, is a wholly new operation that focuses on providing the Company’s listeners with access to live and archived proprietary content. Bubba the Love Sponge is the first of the Radioio Live producers of live content.

2.    Liquidity

During the nine months ended September 30, 2011 and 2010, the Company incurred net losses of approximately $695,000 and $741,000, respectively, while cash provided (used) by operations was approximately $49,000 and ($530,000).  The Company has not attained a level of revenues sufficient to support recurring expenses.

8

ioWorldMedia, Incorporated and SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2011

3.    Summary of significant accounting policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, Radioio , SearchPlay, ioBusinessMusic and Radioio Live.  All intercompany balances and transactions have been eliminated in consolidation.

The information furnished in this Quarterly Report reflects all adjustments consisting of only normal recurring adjustments, which are in the opinion of management necessary for a fair presentation of the results for the interim periods. The results of operations for the nine months ended September 30, 2011 are not necessarily indicative of results that may be expected for the fiscal year ending December 31, 2011.

These financial statements were approved by management and available for issuance on November 10, 2011.  Subsequent events have been evaluated through this date.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities at the date of the financial statements, as well as their related disclosures.  Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of cash in banks, free credit on investment accounts and money market accounts.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount.  Any allowance for doubtful accounts is the Company’s best estimate of the amount of probable losses to the Company’s existing accounts receivable.  No allowance for doubtful accounts was recorded for the quarter ended September 30, 2011.

Accrued Revenue

Accrued revenues represent estimates of ad revenue, based on ad runs, expected collections on those runs and reports of expected amounts to be paid by third parties placing ads.

9

ioWorldMedia, Incorporated and SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2011

Securities Owned

All securities owned are valued at market and unrealized gains and losses are reflected in revenues.

Property and Equipment

Equipment is stated at cost less accumulated depreciation.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance are expensed as incurred while betterments and improvements are capitalized.

The Company provides for depreciation and amortization over the following estimated useful lives:

Computers and office equipment	5 years
Furniture and fixtures	7 years

Long-Lived Assets

In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360 “Property, Plant, and Equipment,” the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts.  There were no impairment charges during the nine month periods ended September 30, 2011 and 2010.

Revenue recognition

The Company derives revenue primarily from premium listener subscription plans and from advertising.   The Company offers a number of subscription plans on a monthly and annual basis.   Revenue from subscribers is recognized on a monthly pro-rata basis over the life of the subscription beginning January 1, 2011 effective with the launch of Radioio Live and the material level of annual and multi-year subscriptions sold.  The subscriptions collected in advance are recorded as Deferred Revenue with the portion to be earned over the upcoming year classified as a current liability and the portion to be earned after September 30, 2012 classified as a long term liability. Prior to January 1, 2011 subscription revenue was recognized as received from subscribers.

Advertising revenue is recognized in the period in which the advertisement is broadcast or run on the Company’s website.

Income Taxes

The Company files a consolidated income tax return with its subsidiaries.  The Company accounts for income taxes in accordance with FASB ASC Topic 740 “Income Taxes”, which requires accounting for deferred income taxes under the asset and liability method.  Deferred income tax assets and liabilities are computed for the difference between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.

The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws.  Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions.  The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from tax authorities.  When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate.  Accrued interest and penalties related to income tax matters are classified as a component of income tax expense.

In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. state and local jurisdictions.  The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.  De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce stockholders’ equity. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities.  It must be applied to all existing tax positions upon initial adoption and the cumulative effect, if any, is to be reported as an adjustment to stockholder’s equity as of January 1, 2009.  Based on its analysis, the Company has determined that the adoption of this policy did not have a material impact on the Company’s financial statements upon adoption. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

10

ioWorldMedia, Incorporated and SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2011

Interest and Penalty Recognition on Unrecognized Tax Benefits

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

Comprehensive Income

The Company complies with FASB ASC Topic 220, “Comprehensive Income,” which establishes rules for the reporting and display of comprehensive income (loss) and its components.

Fair Value of Financial Instruments

The fair values of the Company’s assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their carrying amounts presented in the accompanying consolidated statements of financial condition at September 30, 2011 and December 31, 2010.

Loss Per Common Share

The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted loss per common share incorporates the dilutive effect of common stock equivalents on an average basis during the period.  The calculation of diluted net loss per share excludes the conversion of any convertible debt obligations into common or preferred stock as of September 30, 2011 and 2010, respectively, since the effect of conversion is anti-dilutive.

Stock-Based Compensation

The Company complies with FASB ASC Topic 718 “Compensation – Stock Compensation,” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  FASB ASC Topic 718 requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions).  That cost will be recognized over the period during which an employee is required to provide service in exchange for the award the requisite service period (usually the vesting period).  No compensation costs are recognized for equity instruments for which employees do not render the requisite service.  The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available).  If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification.  No stock-based compensation expense under FASB ASC 718 was recorded during the nine month periods ended September 30, 2011 and 2010.

Valuation of Investments in Securities at Fair Value—Definition and Hierarchy

FASB ASC Topic 820 “Fair Value Measurements and Disclosures” provides a framework for measuring fair value under generally accepted accounting principles in the United States and requires expanded disclosures regarding fair value measurements.  ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. 

In determining fair value, the Company uses various valuation approaches.  In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.  Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.  Unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  FASB ASC Topic 820 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations, as follows:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.  Valuation adjustments and block discounts are not applied to Level 1 securities.  Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

11

ioWorldMedia, Incorporated and SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2011

The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction.  To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.

Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure.  Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date.  The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation.  In periods of market dislocation, the observability of prices and inputs may be reduced for many securities.  This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.

Valuation Techniques

The Company values investments in securities that are freely tradable and are listed on a national securities exchange or reported on the NASDAQ national market at their last sales price as of the last business day of the reporting period.  At September 30, 2011 and December 31, 2010, the Company had no investments classified as securities owned on the consolidated balance sheets.

Certificate of Deposits

The fair values of the bank certificate of deposits are based on the face value of the certificate of deposits.

Recently Adopted Accounting Pronouncements

In December 2010, FASB issued ASC ASU 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (Topic 350) — Intangibles — Goodwill and Other.” ASU 2010-28 amends the criteria for performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts and requires performing Step 2, if qualitative factors indicate that it is more likely than not that goodwill impairment exists. The amendments to this Update are effective for the Company in the first quarter of 2011. Any impairment to be recorded upon adoption will be recognized as an adjustment to our beginning retained earnings. The adoption of ASU 2010-28 did not have any financial impact on the consolidated financial statements.

In January 2010, the FASB issued Accounting Standards Update 2010-06,“Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements” (ASU 2010-06), to require new disclosures related to transfers into and out of Levels 1 and 2 of the fair value hierarchy and additional disclosure requirements related to Level 3 measurements.  The guidance also clarifies existing fair value measurement disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value.  The additional disclosure requirements are effective for the first reporting period beginning after December 15, 2009, except for the additional disclosure requirements related to Level 3 measurements, which are effective for fiscal years beginning after December 15, 2010.  The adoption of the additional requirements did not have any financial impact on the Company’s consolidated financial statements.

In December 2009, the FASB issued Accounting Standards Update (ASU) 2009-17, “Consolidations (FASB ASC Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities,” which codifies FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). ASU 2009-17 represents a revision to former FASB Interpretation No. 46 (Revised December 2003), “Consolidation of Variable Interest Entities,” and changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance.  ASU 2009-17 also requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements.  ASU 2009-17 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning January 1, 2010. Early application is not permitted. We have not yet determined the impact, if any, which of the provisions of ASU 2009-15 may have on the Company’s consolidated financial statements.

12

ioWorldMedia, Incorporated and SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2011

On October 1, 2009, the Company adopted FASB ASC Topic 820-10 (ASC 820-10), “Fair Value Measurements and Disclosures,” for nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis. The adoption of ASC 820-10 did not have a material impact on the Company’s consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update 2009-05 (ASU 2009-05), “Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value,” to amend FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” to provide guidance on the measurement of liabilities at fair value.  The guidance provides clarification that in circumstances in which a quoted market price in an active market for an identical liability is not available, an entity is required to measure fair value using a valuation technique that uses the quoted price of an identical liability when traded as an asset or, if unavailable, quoted prices for similar liabilities or similar assets when traded as assets.  If none of this information is available, an entity should use a valuation technique in accordance with existing fair valuation principles.  The Company adopted the guidance in 2009, and there was no material impact on the Company’s consolidated financial statements or related footnotes.

In June 2009, the FASB issued the FASB Accounting Standards Codification (the “Codification”)and a new Hierarchy of Generally Accepted Accounting Principles which establishes only two levels of GAAP: authoritative and nonauthoritative. The Codification is now the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP, except for rules and interpretive releases of the SEC, which are additional sources of authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. The Codification is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. The Company adopted the new guidelines and numbering system prescribed by the Codification when referring to GAAP in the third quarter of 2009. The application of the Codification did not have an impact on the Company’s consolidated financial statements; however, all references to authoritative accounting literature will now be references in accordance with the Codification.

In May 2009, the FASB issued authoritative guidance for subsequent events, now codified as FASB ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued.  The guidance sets forth the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.  The guidance also requires the disclosure of the date through which an entity has evaluated subsequent events and whether this date represents the date the financial statements were issued or were available to be issued.  The Company adopted this guidance in 2009 with no significant impact on the Company’s consolidated financial statements or related footnotes.

In April 2009, the FASBprovided additional guidance for estimating fair value in accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” when the volume and level of activity for the asset or liability have significantly decreased.  This additional guidance re-emphasizes that regardless of market conditions the fair value measurement is an exit price concept and clarifies and includes additional factors to consider in determining whether there has been a significant decrease in market activity for an asset or liability. This guidance also provides additional clarification on estimating fair value when the market activity for an asset or liability has declined significantly.  The scope of this guidance does not include assets and liabilities measured under quoted prices in active markets.  This guidance is applied prospectively to all fair value measurements where appropriate and will be effective for interim and annual periods ending after June 15, 2009.  The adoption of the provisions of this guidance did not have any material impact on the Company’s consolidated financial statements.

In April 2009, FASB issued FSP FAS 107-1 and APB 28-1, now codified in FASB ASC Topic 825-10-65, “Interim Disclosures about Fair Value of Financial Instruments,” which amends U.S. GAAP to require entities to disclose the fair value of financial instruments in all interim financial statements.  The additional requirements of this guidance also require disclosure of the method(s) and significant assumptions used to estimate the fair value of those financial instruments.  Previously, these disclosures were required only in annual financial statements.  The additional requirements of this guidance are effective for interim reporting periods ending after June 15, 2009.  The adoption of the additional requirements did not have any financial impact on the Company’s consolidated financial statements.

In April, 2009, the FASB issued ASC Topic 320-10 (ASC 320-10), “Recognition and Presentation of Other-Than-Temporary Impairments,” which provides additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities. ASC Topic 320-10 provides greater clarity to investors about the credit and noncredit components of impaired debt securities that are not expected to be sold. The measure of impairment in comprehensive income remains fair value. This statement also requires more timely disclosures and an increase in disclosures regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. The Company adopted these statements April 1, 2009 without material effect on its consolidated financial statements.

13

ioWorldMedia, Incorporated and SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2011

On January 1, 2009, the Company adopted FASB ASC Topic 805 (ASC 805), “Business Combinations,” which generally requires an acquirer to recognize the identifiable assets acquired, liabilities assumed, contingent purchase consideration and any noncontrolling interest in the acquiree at fair value on the date of acquisition. It also requires an acquirer to recognize as expense most transaction and restructuring costs as incurred, rather than include such items in the cost of the acquired entity. For the Company, ASC 805 applies prospectively to business combinations for which the acquisition date is on or after October 1, 2009. The adoption of ASC 805 did not have a material impact on the Company’s consolidated financial statements.

Concentration of Credit Risk

The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times may exceed federally insured limits.  The Company has not experienced any losses in such accounts.  Management believes the Company is not exposed to any significant credit risk related to cash and cash equivalents.

Going Concern

The accompanying financial statements have been prepared assuming that the company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.  Currently, the Company has a minimum cash balance available for the payment of ongoing operating expenses, and its operations are not providing a source of funds from revenues sufficient to cover its operational costs to allow it to continue as a going concern.  The continued operations of the Company are dependent upon generating profits from operations and raising sufficient capital through sales of Common Stock or issuance of debt securities, which would enable the Company to carry out its business plan.

In the event the Company does not generate sufficient funds from revenues or financing through the issuance of Common Stock or from debt financing, it may be unable to fully implement its business plan and /or pay its obligations as they become due, any of which circumstances would have a material adverse effect on its business prospects, financial condition, and results of operations. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.

4.  Property and equipment

Property and equipment consisted of the following at:

	September 30, 2011
Capitalized leases	$	248,077
Equipment		206, 924
		455,001
Less: accumulated depreciation		(332,242	)
	$	63,548

Depreciation expense was $58,034 and $82,372 for the nine months ended September 30, 2011 and 2010, respectively.

5.    Notes Payable—Related Party Shareholders

Related party notes were converted to common and preferred shares at April 5, 2011.  See Note 11 Stockholders’ Equity and Note 13 Related Party for further detail regarding the transactions.

6.    Notes Payable

At various dates during the years 2010 and 2009, an individual investor advanced the Company funds, aggregating to a total of $400,000 at September 30, 2011.  The advances are non-interest bearing and due on demand.

14

ioWorldMedia, Incorporated and SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2011

7.    Intellectual Property

In November 2005, the Company acquired Search Play, LLC, a provider of internet based radio entertainment, in a transaction accounted for as a business combination.  Part of the purchase price was allocated to intellectual property, as summarized in the table that follows:

Description	September 30, 2011
Patents pending and developed technology	$	758,922
Trademarks and other		189,072
Total		947,994
Less:  Accumulated depreciation		(947,994	)
Unamortized intellectual property	$	-

8.    Income Taxes

At September 30, 2011, the Company had approximately $46.5 million of net operating losses (“NOL”) carry-forwards for federal and state income purposes.  These losses are available for future years and expire through 2026 .  Utilization of these losses may be severely or completely limited if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382.   The Company is not currently involved in any tax audits with the State of Florida or the Internal Revenue Service.  The Company is delinquent in its income tax filings beginning with the 2005 tax year.  There are not considered to be any material penalties for those delinquent periods as the company has only incurred losses in the returns that are to be filed.

The deferred tax asset is summarized as follows:

	September 30, 2011			December 31, 2010
Deferred tax asset
Net operating loss carryforwards	$	18,400,000		$	18,400,000
Deferred tax liability		18,400,000			18,400,000
Less:  Valuation allowance		(18,400,000	)		(18,400,000	)
Net deferred tax asset	$	-		$	-

A reconciliation of income tax expense computed at the U.S. federal, state, and local statutory rates and the Company’s effective tax rate is as follows:

	September 30, 2011			December 31, 2010
Statutory federal income tax expense		(34	) %		(34	) %
State and local income tax		(4	)		(4	)
Valuation allowance		38			38
		-	%		-	%

The Company has taken a 100% valuation allowance against the deferred tax asset attributable to the NOL carryforwards of $18.4 million at September 30, 2011 and December 31, 2010, due to the uncertainty of realizing the future tax benefits.

9.    Common Stock

The Company is authorized to issue 250 million shares of Common Stock with a par value of $.001. At September 30, 2011 and December 31, 2010, 133,347,479 and 108,702,874 shares were outstanding, respectively.

10. Preferred stock

The Company is authorized to issue 5 million shares of preferred stock with a par value of $.001. The preferred stock has a conversion value of Three Dollars ($3.00) per share and the following rights:

1.    Upon a Change of Control Event or an equity raise for the company, or its subsidiaries, of Twenty million dollars ($20,000,000) or greater, and at the discretion of the New Control party or equity party either:

a.    Cash redemption with an 8% per annum accrued interest rate, or

b.    Stock conversion redemption with a 50% premium to the preceding Twenty (20) day average closing price of the Common Stock prior to a Change of Control Event or equity infusion as described above.

c.    Any combination of 1(a) or 1(b) above.

2.    Conversion rights in to the Common Stock after Two Years from issue with a Twenty Five (25%) discount to the preceding Twenty (20) day average closing price of the Common Stock.

15

ioWorldMedia, Incorporated and SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2011

As of   September 30, 2011, 3,025,000 preferred shares were issued, 3,000,000 of which were outstanding, and 25,000 were in Treasury, and as of   December 31, 2010 25,000 preferred shares were issued and none were outstanding, as the issued shares were held in Treasury.

If the preferred shares were to be converted as of September 30, 2011 in the event of a change of control or an equity raise, as described in item 1 above, the holders of the preferred shares would be entitled to $9,360,000 in cash or 210,526,316 shares of Common Stock, or some combination thereof.  The Company would be obligated to issue an additional 27,884,280 common shares for a decrease of $0.01 in the fair value of one share of Common Stock.

If the preferred shares were to be converted as of September 30, 2011 at the Holders’ discretion, as described in item 2 above, the holders of the preferred shares would be entitled to 140,350,877 shares of Common Stock.  The Company would be obligated to issue an additional 18,589,520 common shares for a decrease of $0.01 in the fair value of one share of Common Stock.

The conversion rights of the preferred shares are not limited as to the number of common shares that could be exchanged depending upon the preceding Twenty (20) day average closing price of the Common Stock.

Dividends

The holders of the Preferred Stock are entitled to receive dividends at the discretion of the Company.

11.    Stockholders’ Equity

In April 2010, the Company amended the Articles of Incorporation to increase the authorized common shares to 250,000,000.

In June 2010, the Company issued 16,000,000 shares of Common Stock to related parties in connection with the conversion of debt.  Entities controlled by Thomas Bean received 10,000,000 shares and entities controlled by Alex H. Edwards received 6,000,000 shares.

In June 2010, the Company issued 2,000,000 shares to vendors for services rendered or a reduction of a portion of the amount owed by the Company.

In June 2010, the Company issued 3,745,000 shares of Common Stock to the holder of a convertible note payable in a partial redemption of the note.

In February 2011, the Company issued 1,000,000  common shares to a non-related party for an investment of $200,000.

In April 2011, the Company issued 3,000,000 restricted common shares to each of the directors, Thomas Bean, John Stanton, and Alex Edwards, in lieu of any compensation, which would have been received during the previous five years of service through December 31, 2010;

In April 2011, the Company issued 2,420,000 restricted common shares for services provided by nine individuals since the inception of the Company.

In April 2011, the Company converted the balance due Zanett Opportunity Fund, Ltd, a related party shareholder, against the unsecured, 5% convertible promissory note, due June 5, 2013, into 1,942,905 shares of Common Stock.

In April 2011, the Company issued 3,000,000 shares of preferred stock to convert all outstanding debt obligations of related party shareholders, exclusive of the debt obligation due the Zanett Opportunity Fund, Ltd, whose debt obligation was converted into common shares.

In April 2011, the Company issued 10,000,000 restricted shares to the Bubba Radio Network and related personnel as an obligation of the negotiated contract for providing content and services to Radioio Live.

In June 2011, the Company issued 281,700 restricted common shares in total to 2,817 subscribers that are part of the Bubba Army Early Enlistment subscription program.

16

ioWorldMedia, Incorporated and SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2011

12.    Capital Lease - Future Minimum Lease Payments

The Company leases certain office equipment under an agreement that is classified as a capital lease. At September 30, 2011 office equipment with a cost basis of $39,031 and accumulated depreciation of $35,128 is recorded under a capital lease.

There are no future minimum lease payments required under the capital lease as of March 31, 2011.

13.    Related Party

At various dates during the years 2011 and 2008, a related party shareholder advanced the Company funds, aggregating to a total $110,178 and $80,000 at March 31, 2011 and December 31, 2010, respectively. The advances are non-interest bearing and due on demand.  The unsecured note obligation was converted into preferred stock on April 5, 2011.

At various dates during the years 2004 through 2011, a related party shareholder advanced the Company funds, aggregating to a total $1,903,271 and $1,853,271 at March 31, 2011 and December 31, 2010, respectively. The advances are non-interest bearing and due on demand.  The unsecured note obligation was converted into preferred stock on April 5, 2011.

At various dates during the years 2008 and 2007, a related party shareholder advanced the Company funds, aggregating to a total $1,519,496 at March 31, 2011 and December 31, 2010, respectively. The advances are non-interest bearing and due on demand.  The unsecured note obligation was converted into preferred stock on April 5, 2011.

At various dates during the years 2005 through 2011, a related party shareholder advanced the Company funds, aggregating to a total $1,440,107 and $1,425,107 at March 31, 2011 and December 31, 2010, respectively. The advances are non-interest bearing and due on demand.  The unsecured note obligation was converted into preferred stock on April 5, 2011.

On June 5, 2008, a related party shareholder loaned the Company $500,000, subsequently reduced to $250,000, which resulted from the sale of one half of the original note total to a third party.  The unsecured convertible promissory note bears interest at 5% per annum and is due June 5, 2013.  At March 31, 2011 and December 31, 2010, the balance due, including accrued interest, was $309,863 and $306,738, respectively.  The note obligation was converted to preferred stock on April 5, 2011.  In accordance with the convertible promissory note agreement all accrued interest amounts were forgiven upon conversion.

In May 2010, a third party, and related party shareholder, purchased one half of a note obligation from a related party shareholder in the amount of $250,000.  During 2010, a portion of the note obligation was converted to Common Stock.  The unsecured convertible promissory note bears interest at 5% and is due June 5, 2013. At March 31, 2011 and December 31, 2010, the balance due, including accrued interest, was $221,838 and $219,181, respectively.  The note obligation was converted to Common Stock on April 5, 2011.  In accordance with the convertible promissory note agreement all accrued interest amounts were forgiven upon conversion.

14.    Restatement

The Company has restated its financial statements as of and at the quarter ended June 30, 2011, to reflect the correction of two equity transactions.  The first equity transaction was originally recorded as a contra-interest expense during the quarter ended June 30, 2011, when it should have been recorded as additional paid in capital from the forgiveness of accrued interest in the conversion of debt to equity by related parties in April, 2011.  The second equity transaction was for preferred stock originally recorded in Stockholders’ equity.  The terms and conditions of the preferred stock require that the preferred stock be recorded as Temporary Equity due to some of the conversion features for cash not being within total control and discretion of the Company.  The correction of these equity transactions resulted in an increase in net loss for the quarter ended June 30, 2011 of $69,151.  The Company’s summarized financial statements comparing the restated financial statements to those originally recorded are as follows:

17

ioWorldMedia, Incorporated and SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2011

	Consolidated Balance Sheet at June 30, 2011
	Original			Change			Restated
	(Unaudited)						(Unaudited)
ASSETS
Current assets
Cash	$	420,051		$	-		$	420,051
Accounts receivable		29,802						29,802
Prepaid expense		140,415						140,415
Accrued revenue		31,306						31,306
Total current assets		621,574			-			621,574
Property and equipment, net of accumulated depreciation		63,548						63,548
Other assets
Advance payments for contractual obligations		197,658						197,658
Security deposit		-						-
Total other assets		197,658			-			197,658
Total assets	$	882,780		$	-		$	882,780
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Note payable related party shareholders	$	-		$	-		$	-
Note payable		400,000						400,000
Current portion of capital lease payable		-						0
Accounts payable and accrued expenses		507,836						507,836
Deferred revenue		334,457						334,457
Total current liabilities		1,242,293			-			1,242,293
Deferred revenue		488,442			-			488,442
Total liabilities		1,730,735			-			1,730,73
Temporary equity
Preferred stock, $.001 par value, 5,000,000 shares authorized,
3,025,000 shares issued and 3,000,000 outstanding at June 30, 2011		-			3,025			3,025
Additional paid-in capital		-			5,769,279			5,769,279
					5,772,304			5,772,304
Stockholders' equity
Common stock, $.001 par value; 250,000,000 authorized, 133,347,479
and 108,702,874 shares issued and outstanding at June 30, 2011
and December 31, 2010, respectively		133,448						133,448
Preferred stock, $.001 par value, 5,000,000 shares authorized,
3,025,000 shares issued and 3,000,000 outstanding at June 30, 2011		3,025			(3,025			-
Additional paid-in capital		63,248,502			(5,700,128	)		57,548,374
Treasury stock, 25,000 shares of preferred, at cost		(25,931	)					(25,931	)
Accumulated defcit		(64,206,999	)		(69,151	)		(64,276,150	)
Total stockholders' equity		(847,955	)		(5,772,304	)		(6,620,259	)
Total liabilities and stockholders' equity	$	882,780		$	-		$	882,780

18

ioWorldMedia, Incorporated and SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2011

	Consolidated Statement of Operations									Consolidated Statement of Operations
	For the Three Months ended June 30, 2011									For the Six Months ended June 30, 2011
	Original			Change			Restated			Original			Change			Restated
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Sales	$	473,321		$	-		$	473,321		$	766,472		$	-		$	766,472
Cost of sales		220,935						220,935			371,088						371,088
Gross profit		252,386			-			252,386			395,384			-			395,384
Operating expenses:
Selling and general and administrative		564,724						564,724			931,962						931,962
Depreciation and amortization		18,277						18,277			36,322						36,322
Total expenses		583,001			-			583,001			968,284			-			968,284
Net operating income		(330,615	)		-			(330,615	)		(572,900	)		-			(572,900	)
Other income (expense)
Interest income (expense)		69,151			(69,151	)		-			63,256			(69,151	)		(5,895	)
Total other income (expense)		69,151			(69,151	)		-			63,256			(69,151	)		(5,895	)
Net income (loss) before income taxes		(261,464	)		(69,151	)		(330,615	)		(509,644	)		(69,151	)		(578,795	)
Provision for income taxes		-			-			-			-			-			-
Net income (loss)	$	(261,464	)	$	(69,151	)	$	(330,615	)	$	(509,644	)	$	(69,151	)	$	(578,795	)
Net loss per weighted share,
basic and fully diluted	$	(0.0020	)	$	-		$	(0.0025	)	$	(0.0044	)	$	-		$	(0.0050	)
Weighted average number of common
shares outstanding, basic and fully diluted		132,298,669			-			132,298,669			115,936,119			-			115,936,119

19

ioWorldMedia, Incorporated and SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2011

	Consolidated Statement of Cash Flows
	For the six months ended June 30, 2011
	Original			Change			Restated
	(Unaudited)						(Unaudited)
Cash flows from operations
Net income (loss)	$	(509,644	)	$	(69,151	)	$	(578,795	)
Adjustment to reconcile net loss to net cash:
Depreciation and amortization		36,322						36,322
Expenses settled by issuance of common stock		128,128						128,128
Changes in operating assets and liabilities:
		-						-
Accounts receivable		(29,802	)					(29,802	)
Deposits		1,046						1,046
Accounts payable and accrued expenses		45,112			69,151			114,263
Accrued revenue		(13,407	)					(13,407	)
Prepaid expenses		(105,581	)					(105,581	)
Advance payments on contractual obligations		(142,103	)					(142,103	)
Deferred revenue		822,899						822,899
Net cash provided by (used for) operating activities		232,970			-			232,970
Cash flows from investing activities
Capital expenditures		(10,904	)					(10,904	)
Net cash provided by financing activities		(10,904	)		-			(10,904	)
Cash flows from financing activities
Issuance of common stock		200,000						200,000
Due to related party shareholders		-						-
Proceeds from long-term borrowing		-						-
Payments on capital lease obligation		(4,072	)					(4,072	)
Net cash provided by financing activities		195,928			-			195,928
Net increase (decrease) in cash		417,994			-			417,994
Cash, beginning of period		2,057						2,057
Cash, end of period	$	420,051		$	-		$	420,051
Supplemental disclosures:
Cash paid during the year for:
Interest	$	113		$	-		$	113

15. Subsequent Events

On November 7, 2011 (the “Closing Date”), the Company entered into a share exchange agreement (the “Exchange Agreement”) with Up Your Ratings, Inc., an Ohio corporation (“UYR”) and its three stockholders (the “Stockholders”). Pursuant to the Exchange Agreement, the Stockholders transferred all of the issued and outstanding shares of common stock of UYR to the Company in exchange (the “Exchange”) for an aggregate of thirty million (30,000,000) shares (the “Exchange Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”). As a result of the Exchange, UYR became a wholly-owned subsidiary of the Company, with the Stockholders acquiring an aggregate of approximately 18.13% of the shares of Common Stock issued and outstanding on a post-Exchange basis

20

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of the financial condition and results of operation of the Company for the periods ended September 30, 2011 and 2010 should be read in conjunction with the selected financial data, the financial statements, and the notes to those statements that are included elsewhere in this Quarterly Report.  Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties.

In this Quarterly Report, references to “ioWorldMedia,” “the Company,” “we,” “our,” and “us,” refer to ioWorldMedia, Incorporated and its subsidiaries.

We make certain forward-looking statements in this Quarterly Report. Statements concerning our future operations, prospects, strategies, financial condition, future economic performance (including growth and earnings), demand for our services, and other statements of our plans, beliefs, or expectations, including the statements contained under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as captions elsewhere in this document, are forward-looking statements.  In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can”, “could,” “may,” “should,” “will,” “would” and similar expressions. We intend such forward-looking statements to be covered by the safe harbor provisions contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The forward-looking statements we make are not guarantees of future performance and are subject to various assumptions, risks, and other factors that could cause actual results to differ materially from those suggested by these forward-looking statements.  Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. Indeed, it is likely that some of our assumptions will prove to be incorrect.  Our actual results and financial position will vary from those projected or implied in the forward-looking statements and the variances may be material.  You are cautioned not to place undue reliance on such forward-looking statements. These risks and uncertainties, together with the other risks described from time to time in reports and documents that we file with the SEC should be considered in evaluating forward-looking statements.

In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash.   We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Recent Developments

On April 4, 2011, the Company filed with the Secretary of State of Florida an amendment to its articles of incorporation to fix the terms of the Company’s preferred stock, par value $0.001 per share (“Preferred Stock”).  The Preferred Stock has a stated value of $3.00 per share and may be converted by the holder into Common Stock after two years from its issuance at a 25% discount to the preceding twenty-day average closing price of the Common Stock.  Upon a Change of Control Event, however, or an equity raise for the company, or its subsidiaries, of $20 million or greater, and at the discretion of the new control party or equity party, the Preferred Stock may be (a) redeemed for cash plus 8% per annum accrued interest rate from its issuance, (b) converted using a 50% premium to the preceding twenty-day average closing price of the Common Stock prior to the change of control event or equity infusion as described above or (c) a combination of (a) and (b).

On April 26, 2011, Bubba the Love Sponge Clem was appointed as a member of the Company’s Board of Directors to fill a vacancy due to the resignation of John Stanton.  His appointment was effective immediately.  Mr. Stanton resigned to focus his attention on his other business ventures.

Mr. Clem, 45, is a radio personality and is the host of The Bubba the Love Sponge Show on Radioio, the Company’s internet radio service.  There are no arrangements or understandings between Mr. Clem and any other persons pursuant to which Mr. Clem was appointed as a director.  Mr. Clem does not have any family relationships with any of the Company’s other directors or executive officers.

21

Critical Estimates and Judgments

The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management evaluates its estimates and judgments, including those related to receivables and accrued expenses. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable based on the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates as to the appropriate carrying value of the Company’s intangible assets, the amount of stock compensation, and the amount of accrued liabilities that are not readily attainable from other sources. These accounting policies are described in the relevant sections of this discussion and analysis and in the notes to the consolidated financial statements.

The discussion in this Quarterly Report contains forward-looking statements that involve risks and uncertainties. The Company’s future actual results may differ materially from the results discussed herein, including those in the forward-looking statements

Results of Operations

The following table presents the percentage of period-over-period dollar change for the line selected items in the Company’s Consolidated Statements of Operations for the quarters ended September 30, 2011 and 2010.  These comparisons of financial results are not necessarily indicative of future results.

	Three Months ended September 30
		2011		2010	% Change
Sales	$	445,659	$	207,302	115. 0 %
Cost of goods sold		202,774		113,108	79.3 %
Gross profit		242,884		94,194	157.9 %
Operating expenses:
Selling and general and administrative		406,994		288,868	40.9 %
Depreciation and amortization		21,711		27,457	( 20.9 %)
Total expenses		428,705		316,325	35.5 %
Net operating income		(185,821)		(222,131)	(16. 3% )
Interest (income) expense		0		6,078	(100%)
Net income (loss) before income taxes		(185,821)		(228,209)	( 18.6 %)

Three Months Ended September 30, 2011 and 2010

Revenue

Revenue for the Radioio subsidiary consists primarily of subscription and advertising fee revenue.  The ioBusinessMusic subsidiary revenue is derived from subscriptions.  Radioio Live revenue consists of subscription and advertising fee revenue.  Revenue increased by $238,356, or 115.0%, for the three months ended September 30, 2011 to $445,658 compared to $207,302 for the same period in 2010.  ioBusinessMusic continued to sell new clients, which resulted in the continued growth of subscribers and increased subscription service revenue by $44,158, or 25.1%.  Radioio subscription revenue decreased $7,172, or 53.7% in 2011 compared to 2010, while advertising revenue increased $19,182, or 239.3% in 2011 compared to 2010.  There were no changes to the operating programs of Radioio, with the decrease in subscription revenue attributable to the economic conditions of consumers, and the fact that an internet radio subscription is a discretionary item, along with a change in the subscription tracking program.  Management will be focusing efforts on attempting to contact former subscribers to renew their expired subscriptions.  The increase in advertising revenue was due to utilizing the services of a third party to sell, track and remit revenue from banner ads.  Radioio Live launched in early January, 2011.  Programming was provided at no cost for the first quarter of 2011, while beginning the subscription recruiting drive.  The three year Early Enlister program generated over $840,000 in prepaid subscriptions on its own.  The revenue from the Early Enlisters is being recognized pro-ratably over the three year period from April 1, 2011 to March 31, 2014.  The subscriptions collected in advance are recorded as Deferred Revenue with the portion to be earned over the upcoming year classified as a current liability and the portion to be earned after September 30, 2012 classified as a long term liability.  The Radioio Live subsidiary of the Company recognized $69,324 in revenue from the Early Enlistment program for the quarter ended September 30, 2011 with a total of $149,754 in subscriber revenue recognized for the quarter.  In addition Radioio Live generated $37,413 of advertising revenue.

22

Cost of Sales

The Company incurred $202,774 and $113,108 in cost of sales attributable to the services performed through ioWorldMedia and its Subsidiaries for the quarter ended September 30, 2011 and 2010, respectively.   Cost of sales for 2011 increased by $89,666 , or 79.3 % as compared to 2010.   Cost of sales for all years includes credit card fees incurred in connection with the use of credit cards by customers for payment of their subscriptions.  The result of the decrease in subscription income for Radioio resulted in credit card fees decreasing $1,551, or 64.3 % in 2011 compared to 2010.   The ioBusinessMusic subsidiary direct fees to a third party to administer the subscription program and the cost of content for 2011 increased $26,685, or 24.0% over 2010.  Radioio Live cost of sales is comprised of contractual obligations paid to on air talent and content providers, $54,095, and commissions paid on advertising programs to third parties of $5,648, along with credit card fees of $4,476.

Gross Profit

Gross profit was $242,884 and $94,194 for the quarter ended September 30, 2011 and 2010 respectively, an increase of $148,690 or 157.9%.  This increase resulted from the $122,948 in gross profit generated by Radioio Live along with the increase of $17,473 from ioBusinessMusic and $8,724 from Radioio.

Selling and general and administrative

The Company had consistent activities as a provider of Internet radio content during 2005 through 2011, which resulted in selling and general and administrative expenses attributable to this operation.  The Company is in the process of developing and expanding the Internet radio operation.  This process requires the addition of listeners and increasing the variety of content, and the primary costs to deliver the content is the music programmers, internet hosting, and related expenses .   This process also requires securing other sources of revenue such as advertisers, for which the Company predominantly utilizes the services of third parties in exchange for a commission.

For the quarter ended September 30, 2011 and 2010, the Company incurred selling and general and administrative expenses of $406,994 and $288,868, respectively, an increase of $118,126, or 40.9%.  The launch of Radioio Live increased expenses by $40,222, of which $27,935 was for internet hosting, $7,900 for production costs, and $4,308 for the shipping of the Early Enlister Program subscriber’s packages.  Professional fees, which include legal, accounting, consulting and music programmer expenses, increased $41,214 in 2011 compared to 2010. The cost of music programming and support for the website increased $4,001 in the ioBusinessMusic subsidiary and decreased $6,355 in the Radioio subsidiary in 2011.  The professional fees and expenses related to regulatory compliance, investor relations and raising capital increased $63,597, as the Company became compliant after it filed the 2010 Form 10-K encompassing years ended December 31, 2005 through 2010, and incurred expenses related to hiring an investor relations firm to assist with raising capital.

Depreciation and amortization

The Company incurred amortization costs during the first six years of operations for the expensing of the Intellectual Property Intangible Asset. The Company incurs depreciation expense from long lived assets purchased.

For the quarter ended September 30, 2011 and 2010, the Company incurred $21,711 for depreciation and amortization expense, a $5,746, or 20.9% decrease from the $27,457 reported for the quarter ended September 30, 2010.  This decrease is primarily the result of the Intellectual Property Asset being fully amortized in 2010 when $9,299 of amortization was recorded compared to none during the quarter ended September 30, 2011, partially offset by depreciation on capital expenditures in 2011.

Interest expense

In 2007, the Company purchased computer equipment, on a capital lease basis, to support its business expansion, which resulted in the Company recording interest expense incurred in connection with the capital lease.  The Company also incurred interest expense in connection with convertible debt issued to two related party shareholders.  In April 2011, the debt was converted to equity and the capital lease was paid in full on March 31, 2011. The result of the Company not having any interest bearing debt obligations for the quarter was a $6,078 or 100.0% decrease in interest expense compared to 2010.

Income tax provision

The Company has an income tax net operating loss carry forward (“NOL”) of approximately $45 million, which expires between 2011 and 2026. Section 382 of the Internal Revenue Code (“the Code”) provides limitations on a taxpayer’s ability to offset future taxable income after experiencing an ownership change as defined in the Code and Income Tax Regulations.  It appears that the Company may have experienced an ownership change in connection with the Contribution Agreement entered into during 2005.  Accordingly, it is likely that the Company is limited in its ability to use approximately $39.5 million of its NOL carry forward to offset future taxable income.  The exact amount of this limitation has not yet been determined.  Due to the uncertainty of ultimately realizing a benefit from this NOL, a valuation allowance equal to 100% of this tax benefit has been recorded.

Net income (loss)

As a result of ramping up its operations as an Internet radio provider, the Company realized a net loss of $185,821 and $228,209 for the quarters ended September 30, 2011 and 2010, respectively.  See previous comments for explanation of the fluctuation in net losses.

23

Nine months Ended September 30, 2011 and 2010

The following table presents the percentage of period-over-period dollar change for the line selected items in the Company’s Consolidated Statements of Operations for the nine months ended September 30, 2011 and 2010.  These comparisons of financial results are not necessarily indicative of future results.

	Nine Months ended September 30
		2011		2010	% Change
Sales	$	1,212,131	$	580,494	108.8 %
Cost of goods sold		583,125		311,024	87.5 %
Gross profit		629,006		269,470	133.4 %
Operating expenses:
Selling and general and administrative		1, 329,694		907,712	46.5 %
Depreciation and amortization		58,034		82,372	( 29.6 %)
Total expenses		1, 387,728		990,084	40.2 %
Net operating income		(758, 722 )		(720,614)	5. 3 %
Interest (income) expense		5,895		20,432	( 71.2 %)
Net income (loss) before income taxes		( 764,617 )		(741,046)	( 3.2 %)

Revenue

Revenue for the Radioio subsidiary consists primarily of subscription and advertising fee revenue.  The ioBusinessMusic subsidiary revenue is derived from subscriptions.  Radioio Live revenue consists of subscription and advertising fee revenue.  Revenue increased by $631,637, or 108.8%, for the nine months ended September 30, 2011 to $1,212,131 compared to $580,494 for the same period in 2010.  ioBusinessMusic continued to sell new clients, which resulted in the continued growth of subscribers and increased subscription service revenue by $177,156, or 36.5%.  Radioio subscription revenue decreased $33,552, or 44.1% in 2011 compared to 2010, while advertising revenue increased $79,714, or 974% in 2011 compared to 2010.  There were no changes to the operating programs of Radioio, with the decrease in subscription revenue attributable to the economic conditions of consumers, and the fact that an internet radio subscription is a discretionary item, along with a change in the subscription tracking program.  Management will be focusing efforts on attempting to contact former subscribers to renew their expired subscriptions.  The increase in advertising revenue was due to utilizing the services of a third party to sell, track and remit revenue from banner ads.  Radioio Live launched in early January, 2011.  Programming was provided at no cost for the first quarter of 2011, while beginning the subscription recruiting drive.  The three year Early Enlister program generated over $840,000 in prepaid subscriptions on its own.  The revenue from the Early Enlisters is being recognized pro-ratably over the three year period from April 1, 2011 to March 31, 2014.  The subscriptions collected in advance are recorded as Deferred Revenue with the portion to be earned over the upcoming year classified as a current liability and the portion to be earned after September 30, 2012 classified as a long term liability.  The Radioio Live subsidiary of the Company recognized $139,120 in revenue from the Early Enlistment program in 2011 with a total of $302,069 in subscriber revenue recognized for the year.  In addition Radioio Live generated $110,164 of advertising revenue.

Cost of Sales

The Company incurred $ 583,125 and $ 311,024 in cost of sales attributable to the services performed through ioWorldMedia and its Subsidiaries for the year to date September 30, 2011 and 2010, respectively.   Cost of sales for 2011 increased by $272,101, or 87.5% as compared to 2010.  Cost of sales for all years includes credit card fees incurred in connection with the use of credit cards by customers for payment of their subscriptions.  The result of the decrease in subscription income for Radioio resulted in credit card fees decreasing $2,702, or 35.2% in 2011 compared to 2010.   The ioBusinessMusic subsidiary direct fees to a third party to administer the subscription program and the cost of content for 2011 increased $112,165, or 36.9% over 2010.  Radioio Live cost of sales is comprised of contractual obligations paid to on air talent and content providers, $108,822, and commissions paid on advertising programs to third parties of $15,734, along with credit card fees of $37,146 .

24

Gross Profit

Gross profit was $629,006 and $269,470 for the period ended September 30, 2011 and 2010 respectively, an increase of $359,536 or 133.4%.  This increase resulted from the $250,531 in gross profit generated by Radioio Live along with the increase of $64,991 from ioBusinessMusic and $48,763 from Radioio.

Selling and general and administrative

The Company had consistent activities as a provider of Internet radio content during 2005 through 2011, which resulted in selling and general and administrative expenses attributable to this operation.  The Company is in the process of developing and expanding the Internet radio operation.  This process requires the addition of listeners and increasing the variety of content, and the primary costs to deliver the content is the music programmers, internet hosting, and related expenses.   This process also requires securing other sources of revenue such as advertisers, for which the Company predominantly utilizes the services of third parties in exchange for a commission.

For the periods ended September 30, 2011 and 2010, the Company incurred selling and general and administrative expenses of $1,329,694 and $907,712, respectively, an increase of $421,982, or 46.5%.  The launch of Radioio Live increased expenses by $142,486, of which $76,477 was for internet hosting and $18,397 for production costs.  Professional fees, which include legal, accounting, consulting and music programmer expenses, increased $120,899 in 2011 compared to 2010. The cost of music programming and support for the website increased $18,544 in the ioBusinessMusic subsidiary and decreased $5,697 in the Radioio subsidiary in 2011.  The professional fees and expenses related to regulatory compliance, investor relations and raising capital increased $77,012, as the Company filed the 2010 Form 10-K encompassing years ended December 31, 2005 through 2010, and incurred expenses related to hiring an investor relations firm to assist with raising capital. In 2011 the Company recognized an expense of $90,000 in directors’ fees for the restricted common shares issued to the then Directors for their years of services without compensation.

Depreciation and amortization

The Company incurred amortization costs during the first six years of operations for the expensing of the Intellectual Property Intangible Asset. The Company incurs depreciation expense from long lived assets purchased.

For the periods ended September 30, 2011 and 2010, the Company incurred $58,034 for depreciation and amortization expense, a $24,338, or 29.6% decrease from the $82,372 reported for the period\ended September 30, 2010.  This decrease is primarily the result of the Intellectual Property Asset being fully amortized in 2010 when $27,896 of amortization was recorded compared to none during the period ended September 30, 2011, partially offset by depreciation on capital expenditures in 2011.

Interest expense

In 2007, the Company purchased computer equipment, on a capital lease basis, to support its business expansion, which resulted in the Company recording interest expense incurred in connection with the capital lease.  The Company also incurred interest expense in connection with convertible debt issued to two related party shareholders.  In April 2011, the debt was converted to equity and the capital lease was paid in full on March 31, 2011. The result of the Company not having any interest bearing debt obligations for the last three fiscal quarters of 2011 was a $12,500 or 68.4% decrease in interest expense compared to 2010.

Income tax provision

The Company has an income tax net operating loss carry forward (“NOL”) of approximately $45 million, which expires between 2011 and 2026. Section 382 of the Internal Revenue Code (“the Code”) provides limitations on a taxpayer’s ability to offset future taxable income after experiencing an ownership change as defined in the Code and Income Tax Regulations.  It appears that the Company may have experienced an ownership change in connection with the Contribution Agreement entered into during 2005.  Accordingly, it is likely that the Company is limited in its ability to use approximately $39.5 million of its NOL carry forward to offset future taxable income.  The exact amount of this limitation has not yet been determined.  Due to the uncertainty of ultimately realizing a benefit from this NOL, a valuation allowance equal to 100% of this tax benefit has been recorded.

Net income (loss)

As a result of ramping up its operations as an Internet radio provider, the Company realized a net loss of $764,617 and $741,046 for the periods ended September 30, 2011 and 2010, respectively.  See previous comments for explanation of the fluctuation in net losses.

25

Liquidity and capital resources

We have generated operating losses and negative cash flow from operations since inception in November, 2005. We incurred net losses of $ 764,617 and $741,046 for the nine month periods ended September 30, 2011 and 2010, and we may continue to experience net operating losses. Historically, we have relied upon outside investor funds to maintain our operations and develop our business. We anticipate raising additional capital within the next twelve months from investors for working capital and business expansion needs.  We can provide no assurance that additional investor funds will be available on terms acceptable to us. If we are unable to obtain additional financing to meet our working capital requirements, we may have to curtail our business operations.   Also, refer to the Going Concern paragraph in the Report of Independent Registered Public Accounting Firm for further explanation.    

At September 30, 2011, we had negative working capital of $ 1,322,775 , as compared to $6, 617,979 at September 30, 2010. The significant working capital deficit at September 30, 2010 is due to the reclassification of related party debt in 2010 from long term classification to a current liability classification.  The working capital increase is primarily the result of converting related party debt to equity in April, 2011, as discussed further in Notes 5, 11 and 13 of the Consolidated Financial Statements relating to Notes Payable-Related Party Shareholders, Stockholders’ Equity, and Related Party.  The working capital increase at September 30, 2011 was partially offset by the recognition of $328,885 of deferred revenue from prepaid listener subscriptions, as more fully described in the Revenue section previously.

During the nine months ended September 30, 2011 we experienced cash flow from operations of $49,175, as compared to negative cash flow from operations of $530,185 in 2010. The decrease in cash flows used for operating activities in 2011 is primarily attributable to an increase in accounts payable ($38,214) after the effect of the related party debt conversion, an increase in deferred revenue ($743,440), an increase in expenses settled by issuance of common stock ($128,128), offset by the $24,338 decrease in depreciation and amortization expenses, an increase in accounts receivable ($46,733), an increase in accrued revenue ($22,078), an increase in prepaid expenses ($104,064), and an increase in advance payments on contractual obligations ($110,684).  The increase in prepaid expenses and advance payments on contractual obligations is the result of the launch of Radioio Live and the payments made to talent and content providers that are recognized as expenses pro-rata in the same manner as subscription revenue in order to properly match expense to revenue.

The Company purchased $91,827 of capital assets, a use of cash from investing activities, in order to launch Radioio Live and continue to improve and expand the Company’s ability to utilize the most recent technological advances.  The Company did not purchase or sell any capital assets during the period ended September 30, 2010.

Net cash provided by financing activities in 2011 was $195,928, compared to $528,720 in 2010, primarily the result of the reduction in cash used by operating activities not requiring the need for funding from financing sources.

Item 3.                      Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable

Item 4.  Controls and Procedures.

The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a – 15(e) and 15d -15(e) under the Exchange Act, as of the end of the period covered by this quarterly report.  Based on his evaluation, he concluded that our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting that applied as of December 31, 2010 and continue to apply as of September 30, 2011.  Our management intends, to design and implement processes and procedures that will provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles, as funding becomes available to be able to put the components in place.

Changes in Internal Control over Financial Reporting

Our management has determined that, during the period covered by this quarterly report, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.    

26

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved).

Item 5. Other Information.

Not applicable.

27

Item 6. Exhibits.

Copies of the following documents are included as exhibits to this Quarterly Report pursuant to Item 601 of Regulation S-K.

Exhibit No.	Title of Document
3.1	Articles of Incorporation of the Company effective as of January 1, 1996, as amended by the Articles of Amendment dated as of January 9, 1996 (1)
3.2	Bylaws of the Company (1)
3.3	Articles of Amendment of the Articles of Incorporation of IO World Media Corporation filed June 1, 2001 (2)
3.4	Articles of Amendment of the Articles of Incorporation of PowerCerv Corporation for Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock filed August 31, 2001 (2)
3.5	Amendment to the Articles of Incorporation of PowerCerv Corporation dated December 21, 2005 (3)
3.6	Amendment to the Articles of Incorporation, effective as of April 28, 2011 (2)
31.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

EX-101.INS	XBRL INSTANCE DOCUMENT
EX-101.SCH	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB	XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

1. Incorporated herein by reference to the Company’s Registration Statement on Form S-1 (File No. 333-00250).

2. Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on August 8, 2011.

3. Incorporated herein by reference to the Company’s Annual Report on Form 10-K as filed with the SEC on April 21, 2011.

* The Exhibit attached to this Quarterly Report on Form 10-Q shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.  

28

SIGNATURES

In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	IOWORLDMEDIA, INCORPORATED
Date: June 12, 2012	By:	/s/ Thomas Bean
		Thomas Bean
		Chief Executive Officer, Chief Financial Officer  and Chairman of the Board of Directors

29

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas Bean, certify that:

(1)	I have reviewed this amended quarterly report on Form 10-Q/A of ioWorldMedia, Incorporated for the quarter ended September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof;
(2)	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;
(3)	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;
(4)	I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 the 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 the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
(5)	I have disclosed, based on my 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: June 12, 2012

By:	/s/ Thomas Bean
	Thomas Bean
	Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer and Principal Financial Officer)

EX-32.2

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amended Quarterly Report of ioWorldMedia, Incorporated, a Florida corporation (the “Company”), on Form 10-Q/A for the quarterly period ending September 30, 2011 as filed with the Securities and Exchange Commission (the “Report”), I, Thomas Bean, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350), that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas Bean

Thomas Bean

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

Date:  June 12, 2012

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Summary of significant accounting policies

9 Months Ended

Sep. 30, 2011

Accounting Policies [Abstract]

Summary of significant accounting policies

3.   Summary of significant accounting policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, Radioio, SearchPlay, ioBusinessMusic and Radioio Live. All intercompany balances and transactions have been eliminated in consolidation.

The information furnished in this Quarterly Report reflects all adjustments consisting of only normal recurring adjustments, which are in the opinion of management necessary for a fair presentation of the results for the interim periods. The results of operations for the nine months ended September 30, 2011 are not necessarily indicative of results that may be expected for the fiscal year ending December 31, 2011.

These financial statements were approved by management and available for issuance on November 10, 2011. Subsequent events have been evaluated through this date.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities at the date of the financial statements, as well as their related disclosures. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of cash in banks, free credit on investment accounts and money market accounts.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount. Any allowance for doubtful accounts is the Company’s best estimate of the amount of probable losses to the Company’s existing accounts receivable. No allowance for doubtful accounts was recorded for the quarter ended September 30, 2011.

Accrued Revenue

Accrued revenues represent estimates of ad revenue, based on ad runs, expected collections on those runs and reports of expected amounts to be paid by third parties placing ads.

Securities Owned

All securities owned are valued at market and unrealized gains and losses are reflected in revenues.

Property and Equipment

Equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance are expensed as incurred while betterments and improvements are capitalized.

The Company provides for depreciation and amortization over the following estimated useful lives:

Computers and office equipment	5 years
Furniture and fixtures	7 years

Long-Lived Assets

In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360 “Property, Plant, and Equipment,” the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. There were no impairment charges during the nine month periods ended September 30, 2011 and 2010.

Revenue recognition

The Company derives revenue primarily from premium listener subscription plans and from advertising. The Company offers a number of subscription plans on a monthly and annual basis. Revenue from subscribers is recognized on a monthly pro-rata basis over the life of the subscription beginning January 1, 2011 effective with the launch of Radioio Live and the material level of annual and multi-year subscriptions sold. The subscriptions collected in advance are recorded as Deferred Revenue with the portion to be earned over the upcoming year classified as a current liability and the portion to be earned after September 30, 2012 classified as a long term liability. Prior to January 1, 2011 subscription revenue was recognized as received from subscribers.

Advertising revenue is recognized in the period in which the advertisement is broadcast or run on the Company’s website.

Income Taxes

The Company files a consolidated income tax return with its subsidiaries. The Company accounts for income taxes in accordance with FASB ASC Topic 740 “Income Taxes”, which requires accounting for deferred income taxes under the asset and liability method. Deferred income tax assets and liabilities are computed for the difference between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.

The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from tax authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense.

In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. state and local jurisdictions. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce stockholders’ equity. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities. It must be applied to all existing tax positions upon initial adoption and the cumulative effect, if any, is to be reported as an adjustment to stockholder’s equity as of January 1, 2009. Based on its analysis, the Company has determined that the adoption of this policy did not have a material impact on the Company’s financial statements upon adoption. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

Interest and Penalty Recognition on Unrecognized Tax Benefits

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

Comprehensive Income

The Company complies with FASB ASC Topic 220, “Comprehensive Income,” which establishes rules for the reporting and display of comprehensive income (loss) and its components.

Fair Value of Financial Instruments

The fair values of the Company’s assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their carrying amounts presented in the accompanying consolidated statements of financial condition at September 30, 2011 and December 31, 2010.

Loss Per Common Share

The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share incorporates the dilutive effect of common stock equivalents on an average basis during the period. The calculation of diluted net loss per share excludes the conversion of any convertible debt obligations into common or preferred stock as of September 30, 2011 and 2010, respectively, since the effect of conversion is anti-dilutive.

Stock-Based Compensation

The Company complies with FASB ASC Topic 718 “Compensation – Stock Compensation,” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. FASB ASC Topic 718 requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award the requisite service period (usually the vesting period). No compensation costs are recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available). If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. No stock-based compensation expense under FASB ASC 718 was recorded during the nine month periods ended September 30, 2011 and 2010.

Valuation of Investments in Securities at Fair Value—Definition and Hierarchy

FASB ASC Topic 820 “Fair Value Measurements and Disclosures” provides a framework for measuring fair value under generally accepted accounting principles in the United States and requires expanded disclosures regarding fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. FASB ASC Topic 820 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations, as follows:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.

Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.

Valuation Techniques

The Company values investments in securities that are freely tradable and are listed on a national securities exchange or reported on the NASDAQ national market at their last sales price as of the last business day of the reporting period. At September 30, 2011 and December 31, 2010, the Company had no investments classified as securities owned on the consolidated balance sheets.

Certificate of Deposits

The fair values of the bank certificate of deposits are based on the face value of the certificate of deposits.

Recently Adopted Accounting Pronouncements

In December 2010, FASB issued ASC ASU 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (Topic 350) — Intangibles — Goodwill and Other.” ASU 2010-28 amends the criteria for performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts and requires performing Step 2, if qualitative factors indicate that it is more likely than not that goodwill impairment exists. The amendments to this Update are effective for the Company in the first quarter of 2011. Any impairment to be recorded upon adoption will be recognized as an adjustment to our beginning retained earnings. The adoption of ASU 2010-28 did not have any financial impact on the consolidated financial statements.

In January 2010, the FASB issued Accounting Standards Update 2010-06,“Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements” (ASU 2010-06), to require new disclosures related to transfers into and out of Levels 1 and 2 of the fair value hierarchy and additional disclosure requirements related to Level 3 measurements. The guidance also clarifies existing fair value measurement disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The additional disclosure requirements are effective for the first reporting period beginning after December 15, 2009, except for the additional disclosure requirements related to Level 3 measurements, which are effective for fiscal years beginning after December 15, 2010. The adoption of the additional requirements did not have any financial impact on the Company’s consolidated financial statements.

In December 2009, the FASB issued Accounting Standards Update (ASU) 2009-17, “Consolidations (FASB ASC Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities,” which codifies FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). ASU 2009-17 represents a revision to former FASB Interpretation No. 46 (Revised December 2003), “Consolidation of Variable Interest Entities,” and changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. ASU 2009-17 also requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. ASU 2009-17 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning January 1, 2010. Early application is not permitted. We have not yet determined the impact, if any, which of the provisions of ASU 2009-15 may have on the Company’s consolidated financial statements.

On October 1, 2009, the Company adopted FASB ASC Topic 820-10 (ASC 820-10), “Fair Value Measurements and Disclosures,” for nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis. The adoption of ASC 820-10 did not have a material impact on the Company’s consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update 2009-05 (ASU 2009-05), “Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value,” to amend FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” to provide guidance on the measurement of liabilities at fair value. The guidance provides clarification that in circumstances in which a quoted market price in an active market for an identical liability is not available, an entity is required to measure fair value using a valuation technique that uses the quoted price of an identical liability when traded as an asset or, if unavailable, quoted prices for similar liabilities or similar assets when traded as assets. If none of this information is available, an entity should use a valuation technique in accordance with existing fair valuation principles. The Company adopted the guidance in 2009, and there was no material impact on the Company’s consolidated financial statements or related footnotes.

In June 2009, the FASB issued the FASB Accounting Standards Codification (the “Codification”)and a new Hierarchy of Generally Accepted Accounting Principles which establishes only two levels of GAAP: authoritative and nonauthoritative. The Codification is now the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP, except for rules and interpretive releases of the SEC, which are additional sources of authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. The Codification is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. The Company adopted the new guidelines and numbering system prescribed by the Codification when referring to GAAP in the third quarter of 2009. The application of the Codification did not have an impact on the Company’s consolidated financial statements; however, all references to authoritative accounting literature will now be references in accordance with the Codification.

In May 2009, the FASB issued authoritative guidance for subsequent events, now codified as FASB ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. The guidance sets forth the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements. The guidance also requires the disclosure of the date through which an entity has evaluated subsequent events and whether this date represents the date the financial statements were issued or were available to be issued. The Company adopted this guidance in 2009 with no significant impact on the Company’s consolidated financial statements or related footnotes.

In April 2009, the FASBprovided additional guidance for estimating fair value in accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” when the volume and level of activity for the asset or liability have significantly decreased. This additional guidance re-emphasizes that regardless of market conditions the fair value measurement is an exit price concept and clarifies and includes additional factors to consider in determining whether there has been a significant decrease in market activity for an asset or liability. This guidance also provides additional clarification on estimating fair value when the market activity for an asset or liability has declined significantly. The scope of this guidance does not include assets and liabilities measured under quoted prices in active markets. This guidance is applied prospectively to all fair value measurements where appropriate and will be effective for interim and annual periods ending after June 15, 2009. The adoption of the provisions of this guidance did not have any material impact on the Company’s consolidated financial statements.

In April 2009, FASB issued FSP FAS 107-1 and APB 28-1, now codified in FASB ASC Topic 825-10-65, “Interim Disclosures about Fair Value of Financial Instruments,” which amends U.S. GAAP to require entities to disclose the fair value of financial instruments in all interim financial statements. The additional requirements of this guidance also require disclosure of the method(s) and significant assumptions used to estimate the fair value of those financial instruments. Previously, these disclosures were required only in annual financial statements. The additional requirements of this guidance are effective for interim reporting periods ending after June 15, 2009. The adoption of the additional requirements did not have any financial impact on the Company’s consolidated financial statements.

In April, 2009, the FASB issued ASC Topic 320-10 (ASC 320-10), “Recognition and Presentation of Other-Than-Temporary Impairments,” which provides additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities. ASC Topic 320-10 provides greater clarity to investors about the credit and noncredit components of impaired debt securities that are not expected to be sold. The measure of impairment in comprehensive income remains fair value. This statement also requires more timely disclosures and an increase in disclosures regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. The Company adopted these statements April 1, 2009 without material effect on its consolidated financial statements.

On January 1, 2009, the Company adopted FASB ASC Topic 805 (ASC 805), “Business Combinations,” which generally requires an acquirer to recognize the identifiable assets acquired, liabilities assumed, contingent purchase consideration and any noncontrolling interest in the acquiree at fair value on the date of acquisition. It also requires an acquirer to recognize as expense most transaction and restructuring costs as incurred, rather than include such items in the cost of the acquired entity. For the Company, ASC 805 applies prospectively to business combinations for which the acquisition date is on or after October 1, 2009. The adoption of ASC 805 did not have a material impact on the Company’s consolidated financial statements.

Concentration of Credit Risk

The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes the Company is not exposed to any significant credit risk related to cash and cash equivalents.

Going Concern

The accompanying financial statements have been prepared assuming that the company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Currently, the Company has a minimum cash balance available for the payment of ongoing operating expenses, and its operations are not providing a source of funds from revenues sufficient to cover its operational costs to allow it to continue as a going concern. The continued operations of the Company are dependent upon generating profits from operations and raising sufficient capital through sales of Common Stock or issuance of debt securities, which would enable the Company to carry out its business plan.

In the event the Company does not generate sufficient funds from revenues or financing through the issuance of Common Stock or from debt financing, it may be unable to fully implement its business plan and/or pay its obligations as they become due, any of which circumstances would have a material adverse effect on its business prospects, financial condition, and results of operations. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.

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Liquidity

9 Months Ended

Sep. 30, 2011

Disclosure Of Liquidity [Abstract]

Liquidity

2.   Liquidity

During the nine months ended September 30, 2011 and 2010, the Company incurred net losses of approximately $695,000 and $741,000, respectively, while cash provided (used) by operations was approximately $49,000 and ($530,000). The Company has not attained a level of revenues sufficient to support recurring expenses.

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CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)	Sep. 30, 2011	Dec. 31, 2010
Current assets
Cash	$ 155,333	$ 2,057
Accounts receivable	40,464
Prepaid expense	138,301	1,500
Accrued revenue	39,977	17,899
Total current assets	374,075	21,456
Property and equipment, net of accumulated depreciation	122,759	88,966
Other assets
Advance payments for contractual obligations	166,239
Security deposit		1,046
Total other assets	166,239	1,046
Total assets	663,073	111,468
Current liabilities
Note payable related party shareholders		5,403,794
Note payable	400,000	400,000
Current portion of capital lease payable		4,072
Accounts payable and accrued expenses	553,410	983,896
Deferred revenue	328,885
Total current liabilities	1,282,295	6,791,762
Deferred revenue	414,555
Total liabilities	1,696,850	6,791,762
Preferred stock, $.001 par value, 5,000,000 shares authorized, 3,025,000shares issued and 3,000,000 outstanding at September 30, 2011	3,025	25
Additional paid-in capital	5,769,279
Total temporary equity	5,772,304	25
Stockholders' equity
Common stock, $.001 par value; 250,000,000 authorized, 133,347,479 and 108,702,874 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively	133,448	108,803
Additional paid-in capital	57,548,374	56,934,164
Treasury stock, 25,000 shares of preferred, at cost	(25,931)	(25,931)
Accumulated defcit	(64,461,972)	(63,697,355)
Total stockholders' equity	(6,806,081)	(6,680,319)
Total liabilities and stockholders' equity	$ 663,073	$ 111,468

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Cash flows from operations
Net income (loss)	$ (764,617)	$ (741,046)
Adjustment to reconcile net loss to net cash:
Depreciation and amortization	58,034	82,372
Expenses settled by issuance of common stock	128,128
Changes in operating assets and liabilities:
Accounts receivable	(40,464)	6,269
Deposits	1,046
Accounts payable and accrued expenses	159,837	121,623
Accrued revenue	(22,078)
Prepaid expenses	(103,467)	597
Advance payments on contractual obligations	(110,684)
Deferred revenue	743,440
Net cash provided by (used for) operating activities	49,175	(530,185)
Cash flows from investing activities
Capital expenditures	(91,827)
Net cash provided by financing activities	(91,827)
Cash flows from financing activities
Issuance of common stock	200,000	217,450
Due to related party shareholders		55,907
Proceeds from long-term borrowing		296,524
Payments on capital lease obligation	(4,072)	(41,161)
Net cash provided by financing activities	195,928	528,720
Net increase (decrease) in cash	153,276	(1,465)
Cash, beginning of period	2,057	5,085
Cash, end of period	155,333	3,620
Cash paid during the year for:
Interest	$ 113	$ 20,432

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Nature of operations

9 Months Ended

Sep. 30, 2011

Nature Of Operations [Abstract]

Nature of operations

1.   Nature of operations

PowerCerv Corporation was incorporated in Florida in January 1995 as a holding company. The Company’s Articles of Incorporation were amended in December of 2005 to change its name to ioWorldMedia, Incorporated. Unless otherwise specified, references herein to “ioWorldMedia” and “the Company” mean ioWorldMedia Incorporated and any subsidiaries and controlled limited liability companies.

On December 1, 2002, the Company completed the sale of substantially all of its operating assets to PCV Acquisition Inc., a subsidiary of ASA International, Ltd., a holding company of Vertical Enterprise Software Solutions based in Framingham, Massachusetts (collectively referred to as “ASA”).

During 2003 and 2004, there were no significant operations.

On December 30, 2003, the Company entered into a management and finance agreement with WhiteKnight SST (“WhiteKnight”), a related party, to develop and implement a business plan for the Company. Pursuant to this agreement, WhiteKnight agreed to infuse $250,000 into the Company. In exchange, WhiteKnight was granted the right to receive up to a 50 percent equity interest in the Company through the conversion of the $250,000 debt to common stock of the Company, par value $0.001 per share (the “Common Stock”).

In furtherance, WhiteKnight investigated various possibilities and ultimately proposed to the Company’s Board of Directors that the Company set a plan in motion to engage in the business of providing internet radio services. As part of this plan, WhiteKnight proposed that the Company acquire the intellectual property owned by the related entities of Search Play, LLC and Radioio.com, LLC (collectively, “Search Play”). At the time, Search Play owned several patents pending and other intellectual property that WhiteKnight believed would be advantageous to the Company as it sought to develop its internet radio operations.

To complete the SearchPlay purchase, the Company entered into a Contribution Agreement in November 2005. Pursuant to the agreement, the Company agreed to issue shares of Common Stock in exchange for the membership interests of Search Play. As part of this agreement, the Company also agreed to issue shares of Common Stock in exchange for certain debt owed to several individuals, some of whom were principals or affiliates of WhiteKnight.

In January 2006 the Company officially changed its name to ioWorldMedia, Inc.

The Company is an internet media platform that delivers streamed audio product to distinctively differently audiences for the purposes of generating revenue and profits. Its three operating businesses are:

1) Radioio where the Company streams a broad variety of different music genres to users. Revenue is generated through subscriptions and advertising. Paying subscribers can receive extraordinarily high-quality fidelity music via 70+ different channels with, or without, advertising interruptions.

2) ioBusinessMusic is the 21st century adaptation of the nearly century-old business, background music, found in restaurants, elevators, office building lobbies, amongst other applications. ioBusinessMusic’s strategic advantages are lower cost, far better fidelity and far greater flexibility regarding programming.

3) Radioio Live, which launched on January 9, 2011, is a wholly new operation that focuses on providing the Company’s listeners with access to live and archived proprietary content. Bubba the Love Sponge is the first of the Radioio Live producers of live content.

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CONSOLIDATED BALANCE SHEETS (Unaudited)(Parentheticals) (USD $)	Sep. 30, 2011	Dec. 31, 2010
Statement Of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	3,025,000	25,000
Preferred stock, shares outstanding	3,000,000	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	133,347,479	108,702,874
Common stock, shares outstanding	133,347,479	108,702,874
Treasury stock , shares	25,000	25,000

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Stockholders' Equity

9 Months Ended

Sep. 30, 2011

Stockholders Equity Note [Abstract]

Stockholders' Equity

11.   Stockholders’ Equity

In April 2010, the Company amended the Articles of Incorporation to increase the authorized common shares to 250,000,000.

In June 2010, the Company issued 16,000,000 shares of Common Stock to related parties in connection with the conversion of debt. Entities controlled by Thomas Bean received 10,000,000 shares and entities controlled by Alex H. Edwards received 6,000,000 shares.

In June 2010, the Company issued 2,000,000 shares to vendors for services rendered or a reduction of a portion of the amount owed by the Company.

In June 2010, the Company issued 3,745,000 shares of Common Stock to the holder of a convertible note payable in a partial redemption of the note.

In February 2011, the Company issued 1,000,000 common shares to a non-related party for an investment of $200,000.

In April 2011, the Company issued 3,000,000 restricted common shares to each of the directors, Thomas Bean, John Stanton, and Alex Edwards, in lieu of any compensation, which would have been received during the previous five years of service through December 31, 2010;

In April 2011, the Company issued 2,420,000 restricted common shares for services provided by nine individuals since the inception of the Company.

In April 2011, the Company converted the balance due Zanett Opportunity Fund, Ltd, a related party shareholder, against the unsecured, 5% convertible promissory note, due June 5, 2013, into 1,942,905 shares of Common Stock.

In April 2011, the Company issued 3,000,000 shares of preferred stock to convert all outstanding debt obligations of related party shareholders, exclusive of the debt obligation due the Zanett Opportunity Fund, Ltd, whose debt obligation was converted into common shares.

In April 2011, the Company issued 10,000,000 restricted shares to the Bubba Radio Network and related personnel as an obligation of the negotiated contract for providing content and services to Radioio Live.

In June 2011, the Company issued 281,700 restricted common shares in total to 2,817 subscribers that are part of the Bubba Army Early Enlistment subscription program.

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Document and Entity Information	9 Months Ended
	Sep. 30, 2011	Nov. 10, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	IO World Media, Inc
Entity Central Index Key	0001005758
Trading Symbol	iwdm
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		163,447,479
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Amendment Flag	true
Amendment Description	This amendment on Form 10-Q/A of IOWORLDMEDIA, INCORPORATED is being filed to replace the Quarterly Report on Form 10-Q that was filed on November 14, 2011. This amendment to the quarterly report of IOWORLDMEDIA, INCORPORATED together with its consolidated subsidiaries, ("ioWorldMedia", the "Company", "we", "us", and "our", unless the context indicates otherwise) covers periods after December 31, 2010. The amendment is in response to SEC Staff comments. The changes to this amendment from the Quarterly Report filed November 14, 2011 are to provide more detailed and thorough disclosure to current and prospective shareholders. In specific, the Management Discussion & Analysis added more thorough discussion for each section of the MD&A. The interest forgiven by the holders of the convertible debt was reclassified from interest income to additional paid in capital. Note 14 has been added for the restatement of the financials as of June 30, 2011. In Note 3. Summary of significant accounting policies there has been a section added to explain Accrued Revenue, separate from Accounts Receivable. Preferred Stock has been reclassified to Temporary Equity on the balance sheet and additional disclosure provided in Note 10.
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3

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Capital Lease - Future Minimum Lease Payments

9 Months Ended

Sep. 30, 2011

Leases, Capital [Abstract]

Capital Lease - Future Minimum Lease Payments

12.   Capital Lease - Future Minimum Lease Payments

The Company leases certain office equipment under an agreement that is classified as a capital lease. At September 30, 2011 office equipment with a cost basis of $39,031 and accumulated depreciation of $35,128 is recorded under a capital lease.

There are no future minimum lease payments required under the capital lease as of March 31, 2011.

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CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Income Statement [Abstract]
Sales	$ 445,658	$ 207,302	$ 1,212,131	$ 580,494
Cost of sales	202,774	113,108	583,125	311,024
Gross profit	242,884	94,194	629,006	269,470
Operating expenses:
Selling and general and administrative	406,994	288,868	1,329,694	907,712
Depreciation and amortization	21,711	27,457	58,034	82,372
Total expenses	428,705	316,325	1,387,728	990,084
Net operating income	(185,821)	(222,131)	(758,722)	(720,614)
Other income (expense)
Interest income (expense)		(6,078)	(5,895)	(20,432)
Total other income (expense)		(6,078)	(5,895)	(20,432)
Net income (loss) before income taxes	(185,821)	(228,209)	(764,617)	(741,046)
Provision for income taxes
Net income (loss)	$ (185,821)	$ (228,209)	$ (764,617)	$ (741,046)
Net loss per weighted share, basic and fully diluted (in dollars per share)	$ (0.0014)	$ (0.0021)	$ (0.0061)	$ (0.0079)
Weighted average number of common shares outstanding, basic and fully diluted (in shares)	133,347,479	108,702,874	125,027,127	94,365,511

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Notes Payable

9 Months Ended

Sep. 30, 2011

Notes Payable [Abstract]

Notes Payable

6.   Notes Payable

At various dates during the years 2010 and 2009, an individual investor advanced the Company funds, aggregating to a total of $400,000 at September 30, 2011. The advances are non-interest bearing and due on demand.

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Notes Payable - Related Party Shareholders

9 Months Ended

Sep. 30, 2011

Notes Payable Related Parties Shareholders [Abstract]

Notes Payable - Related Party Shareholders

5.   Notes Payable—Related Party Shareholders

Related party notes were converted to common and preferred shares at April 5, 2011. See Note 11 Stockholders’ Equity and Note 13 Related Party for further detail regarding the transactions.

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Related Party

9 Months Ended

Sep. 30, 2011

Related Party Transactions [Abstract]

Related Party

13.   Related Party

At various dates during the years 2011 and 2008, a related party shareholder advanced the Company funds, aggregating to a total $110,178 and $80,000 at March 31, 2011 and December 31, 2010, respectively. The advances are non-interest bearing and due on demand. The unsecured note obligation was converted into preferred stock on April 5, 2011.

At various dates during the years 2004 through 2011, a related party shareholder advanced the Company funds, aggregating to a total $1,903,271 and $1,853,271 at March 31, 2011 and December 31, 2010, respectively. The advances are non-interest bearing and due on demand. The unsecured note obligation was converted into preferred stock on April 5, 2011.

At various dates during the years 2008 and 2007, a related party shareholder advanced the Company funds, aggregating to a total $1,519,496 at March 31, 2011 and December 31, 2010, respectively. The advances are non-interest bearing and due on demand. The unsecured note obligation was converted into preferred stock on April 5, 2011.

At various dates during the years 2005 through 2011, a related party shareholder advanced the Company funds, aggregating to a total $1,440,107 and $1,425,107 at March 31, 2011 and December 31, 2010, respectively. The advances are non-interest bearing and due on demand. The unsecured note obligation was converted into preferred stock on April 5, 2011.

On June 5, 2008, a related party shareholder loaned the Company $500,000, subsequently reduced to $250,000, which resulted from the sale of one half of the original note total to a third party. The unsecured convertible promissory note bears interest at 5% per annum and is due June 5, 2013. At March 31, 2011 and December 31, 2010, the balance due, including accrued interest, was $309,863 and $306,738, respectively. The note obligation was converted to preferred stock on April 5, 2011. In accordance with the convertible promissory note agreement all accrued interest amounts were forgiven upon conversion.

In May 2010, a third party, and related party shareholder, purchased one half of a note obligation from a related party shareholder in the amount of $250,000. During 2010, a portion of the note obligation was converted to Common Stock. The unsecured convertible promissory note bears interest at 5% and is due June 5, 2013. At March 31, 2011 and December 31, 2010, the balance due, including accrued interest, was $221,838 and $219,181, respectively. The note obligation was converted to Common Stock on April 5, 2011. In accordance with the convertible promissory note agreement all accrued interest amounts were forgiven upon conversion.

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Common Stock

9 Months Ended

Sep. 30, 2011

Common Stock [Abstract]

Common Stock

9.   Common Stock

The Company is authorized to issue 250 million shares of Common Stock with a par value of $.001. At September 30, 2011 and December 31, 2010, 133,347,479 and 108,702,874 shares were outstanding, respectively.

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Intellectual Property

9 Months Ended

Sep. 30, 2011

Intangible Assets Disclosure [Abstract]

Intellectual Property

7.   Intellectual Property

In November 2005, the Company acquired Search Play, LLC, a provider of internet based radio entertainment, in a transaction accounted for as a business combination. Part of the purchase price was allocated to intellectual property, as summarized in the table that follows:

Description	September 30, 2011
Patents pending and developed technology	$	758,922
Trademarks and other		189,072
Total		947,994
Less: Accumulated depreciation		(947,994	)
Unamortized intellectual property	$	-

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Income Taxes

9 Months Ended

Sep. 30, 2011

Income Tax Disclosure [Abstract]

Income Taxes

8.   Income Taxes

At September 30, 2011, the Company had approximately $46.5 million of net operating losses (“NOL”) carry-forwards for federal and state income purposes. These losses are available for future years and expire through 2026. Utilization of these losses may be severely or completely limited if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382. The Company is not currently involved in any tax audits with the State of Florida or the Internal Revenue Service. The Company is delinquent in its income tax filings beginning with the 2005 tax year. There are not considered to be any material penalties for those delinquent periods as the company has only incurred losses in the returns that are to be filed.

The deferred tax asset is summarized as follows:

	September 30, 2011			December 31, 2010
Deferred tax asset
Net operating loss carryforwards	$	18,400,000		$	18,400,000
Deferred tax liability		18,400,000			18,400,000
Less: Valuation allowance		(18,400,000	)		(18,400,000	)
Net deferred tax asset	$	-		$	-

A reconciliation of income tax expense computed at the U.S. federal, state, and local statutory rates and the Company’s effective tax rate is as follows:

	September 30, 2011			December 31, 2010
Statutory federal income tax expense		(34	) %		(34	) %
State and local income tax		(4	)		(4	)
Valuation allowance		38			38
		-	%		-	%

The Company has taken a 100% valuation allowance against the deferred tax asset attributable to the NOL carryforwards of $18.4 million at September 30, 2011 and December 31, 2010, due to the uncertainty of realizing the future tax benefits.

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Preferred stock

9 Months Ended

Sep. 30, 2011

Preferred Stock [Abstract]

Preferred stock

10.   Preferred stock

The Company is authorized to issue 5 million shares of preferred stock with a par value of $.001. The preferred stock has a conversion value of Three Dollars ($3.00) per share and the following rights:

1. Upon a Change of Control Event or an equity raise for the company, or its subsidiaries, of Twenty million dollars ($20,000,000) or greater, and at the discretion of the New Control party or equity party either:

a. Cash redemption with an 8% per annum accrued interest rate, or

b. Stock conversion redemption with a 50% premium to the preceding Twenty (20) day average closing price of the Common Stock prior to a Change of Control Event or equity infusion as described above.

c. Any combination of 1(a) or 1(b) above.

2. Conversion rights in to the Common Stock after Two Years from issue with a Twenty Five (25%) discount to the preceding Twenty (20) day average closing price of the Common Stock.

As of September 30, 2011, 3,025,000 preferred shares were issued, 3,000,000 of which were outstanding, and 25,000 were in Treasury, and as of December 31, 2010 25,000 preferred shares were issued and none were outstanding, as the issued shares were held in Treasury.

If the preferred shares were to be converted as of September 30, 2011 in the event of a change of control or an equity raise, as described in item 1 above, the holders of the preferred shares would be entitled to $9,360,000 in cash or 210,526,316 shares of Common Stock, or some combination thereof. The Company would be obligated to issue an additional 27,884,280 common shares for a decrease of $0.01 in the fair value of one share of Common Stock.

If the preferred shares were to be converted as of September 30, 2011 at the Holders’ discretion, as described in item 2 above, the holders of the preferred shares would be entitled to 140,350,877 shares of Common Stock. The Company would be obligated to issue an additional 18,589,520 common shares for a decrease of $0.01 in the fair value of one share of Common Stock.

The conversion rights of the preferred shares are not limited as to the number of common shares that could be exchanged depending upon the preceding Twenty (20) day average closing price of the Common Stock.

Dividends

The holders of the Preferred Stock are entitled to receive dividends at the discretion of the Company.

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Subsequent Events

9 Months Ended

Sep. 30, 2011

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent Events

On November 7, 2011 (the “Closing Date”), the Company entered into a share exchange agreement (the “Exchange Agreement”) with Up Your Ratings, Inc., an Ohio corporation (“UYR”) and its three stockholders (the “Stockholders”). Pursuant to the Exchange Agreement, the Stockholders transferred all of the issued and outstanding shares of common stock of UYR to the Company in exchange (the “Exchange”) for an aggregate of thirty million (30,000,000) shares (the “Exchange Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”). As a result of the Exchange, UYR became a wholly-owned subsidiary of the Company, with the Stockholders acquiring an aggregate of approximately 18.13% of the shares of Common Stock issued and outstanding on a post-Exchange basis

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (USD $)	Common Stock	Additional Paid-in Capital	Treasury Stock	Accumulated Deficit	Total
Balance at Dec. 31, 2009	$ 87,058	$ 56,738,459	$ (25,931)	$ (62,776,524)	$ (5,976,913)
Balance (in shares) at Dec. 31, 2009	86,957,874
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common shares issued for services	2,000	18,000			20,000
Common shares issued for services (in shares)	2,000,000
Common shares issued in settlement of debt obligations	19,745	177,705			197,450
Common shares issued in settlement of debt obligations (in shares)	19,745,000
Net loss				(920,831)	(920,831)
Balance at Dec. 31, 2010	108,803	56,934,164	(25,931)	(63,697,355)	(6,680,319)
Balance (in shares) at Dec. 31, 2010	108,702,874
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common shares issued for cash	1,000	199,000			200,000
Common shares issued for cash (in shares)	1,000,000
Common shares issued for debt conversion	1,943	210,607			212,550
Common shares issued for debt conversion (in shares)	1,942,905
Restricted common shares issued for services	2,420	21,780			24,200
Restricted common shares issued for services (in shares)	2,420,000
Restricted common shares issued for Directors' Fees	9,000	81,000			90,000
Restricted common shares issued for Directors' Fees (in shares)	9,000,000
Restricted common shares issued as part of Talent contract	10,000	90,000			100,000
Restricted common shares issued as part of Talent contract (in shares)	10,000,000
Restricted common shares issued to Early Enlister subscribers	282	2,535			2,817
Restricted common shares issued to Early Enlister subscribers (in shares)	281,700
Net loss				(764,617)	(764,617)
Balance at Sep. 30, 2011	$ 133,448	$ 63,248,502	$ (25,931)	$ (64,392,820)	$ (6,806,081)
Balance (in shares) at Sep. 30, 2011	133,347,479

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Property and equipment

9 Months Ended

Sep. 30, 2011

Property, Plant and Equipment [Abstract]

Property and equipment

4.   Property and equipment

Property and equipment consisted of the following at:

	September 30, 2011
Capitalized leases	$	248,077
Equipment		206, 924
		455,001
Less: accumulated depreciation		(332,242	)
	$	63,548

Depreciation expense was $58,034 and $82,372 for the nine months ended September 30, 2011 and 2010, respectively.

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Restatement

9 Months Ended

Sep. 30, 2011

Restatement [Abstract]

Restatement

 

14.   Restatement

The Company has restated its financial statements as of and at the quarter ended June 30, 2011, to reflect the correction of two equity transactions. The first equity transaction was originally recorded as a contra-interest expense during the quarter ended June 30, 2011, when it should have been recorded as additional paid in capital from the forgiveness of accrued interest in the conversion of debt to equity by related parties in April, 2011. The second equity transaction was for preferred stock originally recorded in Stockholders’ equity. The terms and conditions of the preferred stock require that the preferred stock be recorded as Temporary Equity due to some of the conversion features for cash not being within total control and discretion of the Company. The correction of these equity transactions resulted in an increase in net loss for the quarter ended June 30, 2011 of $69,151. The Company’s summarized financial statements comparing the restated financial statements to those originally recorded are as follows:

	Consolidated Balance Sheet at June 30, 2011
	Original			Change			Restated
	(Unaudited)						(Unaudited)
ASSETS
Current assets
Cash	$	420,051		$	-		$	420,051
Accounts receivable		29,802						29,802
Prepaid expense		140,415						140,415
Accrued revenue		31,306						31,306
Total current assets		621,574			-			621,574
Property and equipment, net of accumulated depreciation		63,548						63,548
Other assets
Advance payments for contractual obligations		197,658						197,658
Security deposit		-						-
Total other assets		197,658			-			197,658
Total assets	$	882,780		$	-		$	882,780
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Note payable related party shareholders	$	-		$	-		$	-
Note payable		400,000						400,000
Current portion of capital lease payable		-						0
Accounts payable and accrued expenses		507,836						507,836
Deferred revenue		334,457						334,457
Total current liabilities		1,242,293			-			1,242,293
Deferred revenue		488,442			-			488,442
Total liabilities		1,730,735			-			1,730,73
Temporary equity
Preferred stock, $.001 par value, 5,000,000 shares authorized,
3,025,000 shares issued and 3,000,000 outstanding at June 30, 2011		-			3,025			3,025
Additional paid-in capital		-			5,769,279			5,769,279
					5,772,304			5,772,304
Stockholders' equity
Common stock, $.001 par value; 250,000,000 authorized, 133,347,479
and 108,702,874 shares issued and outstanding at June 30, 2011
and December 31, 2010, respectively		133,448						133,448
Preferred stock, $.001 par value, 5,000,000 shares authorized,
3,025,000 shares issued and 3,000,000 outstanding at June 30, 2011		3,025			(3,025			-
Additional paid-in capital		63,248,502			(5,700,128	)		57,548,374
Treasury stock, 25,000 shares of preferred, at cost		(25,931	)					(25,931	)
Accumulated defcit		(64,206,999	)		(69,151	)		(64,276,150	)
Total stockholders' equity		(847,955	)		(5,772,304	)		(6,620,259	)
Total liabilities and stockholders' equity	$	882,780		$	-		$	882,780

	Consolidated Statement of Operations									Consolidated Statement of Operations
	For the Three Months ended June 30, 2011									For the Six Months ended June 30, 2011
	Original			Change			Restated			Original			Change			Restated
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Sales	$	473,321		$	-		$	473,321		$	766,472		$	-		$	766,472
Cost of sales		220,935						220,935			371,088						371,088
Gross profit		252,386			-			252,386			395,384			-			395,384
Operating expenses:
Selling and general and administrative		564,724						564,724			931,962						931,962
Depreciation and amortization		18,277						18,277			36,322						36,322
Total expenses		583,001			-			583,001			968,284			-			968,284
Net operating income		(330,615	)		-			(330,615	)		(572,900	)		-			(572,900	)
Other income (expense)
Interest income (expense)		69,151			(69,151	)		-			63,256			(69,151	)		(5,895	)
Total other income (expense)		69,151			(69,151	)		-			63,256			(69,151	)		(5,895	)
Net income (loss) before income taxes		(261,464	)		(69,151	)		(330,615	)		(509,644	)		(69,151	)		(578,795	)
Provision for income taxes		-			-			-			-			-			-
Net income (loss)	$	(261,464	)	$	(69,151	)	$	(330,615	)	$	(509,644	)	$	(69,151	)	$	(578,795	)
Net loss per weighted share,
basic and fully diluted	$	(0.0020	)	$	-		$	(0.0025	)	$	(0.0044	)	$	-		$	(0.0050	)
Weighted average number of common
shares outstanding, basic and fully diluted		132,298,669			-			132,298,669			115,936,119			-			115,936,119

	Consolidated Statement of Cash Flows
	For the six months ended June 30, 2011
	Original			Change			Restated
	(Unaudited)						(Unaudited)
Cash flows from operations
Net income (loss)	$	(509,644	)	$	(69,151	)	$	(578,795	)
Adjustment to reconcile net loss to net cash:
Depreciation and amortization		36,322						36,322
Expenses settled by issuance of common stock		128,128						128,128
Changes in operating assets and liabilities:
		-						-
Accounts receivable		(29,802	)					(29,802	)
Deposits		1,046						1,046
Accounts payable and accrued expenses		45,112			69,151			114,263
Accrued revenue		(13,407	)					(13,407	)
Prepaid expenses		(105,581	)					(105,581	)
Advance payments on contractual obligations		(142,103	)					(142,103	)
Deferred revenue		822,899						822,899
Net cash provided by (used for) operating activities		232,970			-			232,970
Cash flows from investing activities
Capital expenditures		(10,904	)					(10,904	)
Net cash provided by financing activities		(10,904	)		-			(10,904	)
Cash flows from financing activities
Issuance of common stock		200,000						200,000
Due to related party shareholders		-						-
Proceeds from long-term borrowing		-						-
Payments on capital lease obligation		(4,072	)					(4,072	)
Net cash provided by financing activities		195,928			-			195,928
Net increase (decrease) in cash		417,994			-			417,994
Cash, beginning of period		2,057						2,057
Cash, end of period	$	420,051		$	-		$	420,051
Supplemental disclosures:
Cash paid during the year for:
Interest	$	113		$	-		$	113