Filing Compare · Idle Media, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 10-K

(Mark One)
[X]	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the Fiscal Year Ended September 30, 2010
[ ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the Transition Period from __________ to _____________
Commission File Number: 333-156069
IDLE MEDIA, INC.
(Name of small business issuer in its charter)
Nevada		26-2818699
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)
216 Centre Avenue Leesport, PA		19533
(Address of principal executive offices)		(Zip code)
Issuer’s telephone number: (484) 671-2241
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class		Name of each exchange on which registered
None		None
________________________
________________________		________________________
		________________________
Securities Registered Pursuant to Section 12(g) of the Act:
None
(Title of class)
__________
(Title of class)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

1EXCHANGE ACT OF 1934

~~Indicate~~For ~~by check mark if~~ the ~~registrant~~fiscal isyear aended ~~well-known~~September ~~seasoned issuer~~30, ~~as defined in Rule 405 of the Securities Act.~~2012

~~Yes~~ [ _] No ~~[X]~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

~~Indicate~~EXCHANGE byACT ~~check~~OF ~~mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [ ]~~1934

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

~~Indicate~~COMMISSION byFILE ~~check~~NUMBER ~~mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S~~000-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]54736

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

(Exact name of registrant as specified in its charter)

Nevada	26-2818699
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

216 S. Centre Avenue, Leesport, PA 19533

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (484) 671-2241

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK, $.001 PAR VALUE

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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. (Check one):

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if a smaller reporting company)

Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act). Yes [ ] No [X]

~~Yes~~The ~~[ ] No~~aggregate ~~[X]~~market value of voting stock held by non-affiliates of the registrant as of March 31, 2012, the last business day of the registrant’s most recently completed second fiscal quarter was $2,710,326.

The ~~aggregate~~number ~~market~~of ~~value~~shares of the ~~voting~~Common ~~and~~Stock ~~non-voting~~outstanding ~~common~~as ~~equity~~of ~~held~~December ~~by non-affiliates computed by reference to the most recent price at which the common equity were sold: $6~~30,~~099,473~~ as2013 ofwas ~~January 12~~60, ~~2011~~746,743.

~~The~~[DOCUMENTS ~~number~~INCORPORATED ofBY ~~shares outstanding of each of the issuer's classes of common equity, as of January 12, 2011 was 58,483,250.~~REFERENCE]

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).

None.

~~Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]~~1

IDLE MEDIA, INC.

FORM 10-K

For the year ended September 30, 2010

TABLE OF CONTENTS

PART I	4
DESCRIPTION OF BUSINESS	4
RISK FACTORS	7
UNRESOLVED STAFF COMMENTS	11
PROPERTIES	11
LEGAL PROCEEDINGS	11
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	11
PART II	12
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION FOR COMMON STOCK	12
MANAGEMENT’S DISCUSSION AND PLAN OF OPERATIONS	15
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	20
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS	33
CONTROLS AND PROCEDURES	33
OTHER INFORMATION	34
PART III	34
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	34
EXECUTIVE COMPENSATION	35
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	37
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	38
PRINCIPAL ACCOUNTING FEES AND SERVICES	38
EXHIBITS AND REPORTS ON FORM 8-K	38
SIGNATURES	39

Page

PART I

Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8.	Financial Statements and Supplementary Data	16
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	30
Item 9A(T).	Controls and Procedures	30
Item 9B.	Other Information	31

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	32
Item 11.	Executive Compensation	33
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	35
Item 13.	Certain Relationships and Related Transactions, and Director Independence	36
Item 14.	Principal Accountant Fees and Services	37

PART IV

Item 15.	Exhibits, Financial Statement Schedules	38

FORWARD-LOOKING STATEMENTS

This Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding, among other things, our results of operations, liquidity, cash flows and business prospects. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, among other things:

	●	our ability to diversify our operations;
	●	our ability to implement our business plan;
	●	our ability to attract key personnel;
	●	our ability to operate profitably;
	●	our ability to efficiently and effectively finance our operations, including capital expenditures and/or general working capital;
	●	inability to achieve future sales levels or other operating results;
	●	inability to raise additional financing on term acceptable to us for working capital or other corporate purposes;
	●	inability to efficiently manage our operations;
	●	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;
	●	the fact that we have had and continue to have material weaknesses in our internal control over financial reporting;
	●	deterioration in general or regional economic conditions;
	●	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
	●	state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

as well as other risks, including those set forth in Item 1A “Risk Factors,” discussed in this Form 10-K. Forward-looking statements may appear throughout this Form 10-K, including without limitation, the following sections: Part 1,Item 1 “Business,” Part 1, Item 1A “Risk Factors,” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Throughout this Form 10-K, references to “we,” “our,” “us,” “Idle,” “IDLM,” the “Company” and similar terms refer to Idle Media, Inc. and its subsidiaries, unless the context indicates otherwise.

WHERE YOU CAN FIND OTHER INFORMATION

Our website is www.idlemedia.com. Information contained on our website is not part of this Report. Information that we furnish or file with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to, or exhibits included in, these reports are available for download, free of charge, on our website soon after such reports are filed with or furnished to the SEC. Our SEC filings, including exhibits filed therewith, are also available at the SEC’s website at www.sec.gov. You may obtain and copy any document we furnish or file with the SEC at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s public reference facilities by calling the SEC at 1-800-SEC-0330. You may request copies of these documents, upon payment of a duplicating fee, by writing to the SEC at its principal office at 100 F Street, NE, Room 1580, Washington, D.C. 20549.

Part I

ITEM 1. BUSINESS

Idle Media, Inc. is a digital media company which develops and maintains a family of websites focused on the urban market. Foremost of these sites is DatPiff.com, a mixtape website launched in 2005 that features Rap and Hip-hop music. Lil Wayne, Wiz Khalifa, Young Jeezy, Chris Webby, Fabolous, Tyga, Gucci Mane, Meek Mill, Jadakiss, Rick Ross, Curren$y and 50 Cent are among some of the artists who have released mixtapes exclusive to DatPiff.com.

Our other sites include HipHopEarly.com, which streams Hip-hop tracks of the day, and Clipcartel.com, a video site featuring music videos, artist interviews and viral clips. Additionally, we have a games division and have developed and maintain both web-based games and mobile apps.

FORWARD LOOKING STATEMENTS

This Annual Report contains forward-looking statements about our business, financial condition and prospects that reflect our management’s assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand its customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict. When used in this Report, words such as, “believes,” “expects,” “intends,” “plans,” “anticipates,” “estimates” and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

PART I

DESCRIPTION OF BUSINESS

Business Development and Summary

OnWe ~~March~~were ~~18,~~originally ~~2010,~~incorporated ~~National~~on ~~Golf~~April ~~Emporium~~25, ~~Inc. entered into a Stock Exchange Agreement and Plan of Reorganization (the “Exchange Agreement”) with Idle Media LLC (“LLC”)~~2008, a Pennsylvania Limited Liability Corporation, pursuant to which NGLF acquired 1,000 membership units, constituting all of the issued and outstanding membership units, of DatPiff, LLC (“DP”), a Pennsylvania Limited Liability Corporation, from LLC in ~~consideration for~~ the ~~issuance~~State of ~~40,000,000~~Nevada ~~restricted~~under ~~shares of~~ the ~~common~~name ~~stock~~National ofGolf ~~NGLF~~Emporium, ~~(“Exchange”)~~Inc. ~~Closing~~ ofOn ~~the~~February ~~Exchange Agreement was contingent upon LLC supplying the audited financial statements of DatPiff~~23, ~~LLC~~2010, aswe ~~required~~changed byour ~~Regulation~~name ~~S-X~~from ofNational ~~the~~Golf ~~Securities~~Emporium, ~~Exchange~~Inc. ~~Act~~to ofIdle ~~1934~~Media, ~~among other terms and conditions specified in the Exchange Agreement~~Inc.

InOn ~~connection~~March ~~with~~18, ~~the~~2010, we entered into a Stock Exchange Agreement, ~~Bryan~~and ~~Sawarynski,~~Plan of Reorganization (the ~~Principal~~“Exchange ~~NGLF~~Agreement”) ~~Shareholder~~with Zoeter, ~~holding~~LLC 69(formerly Idle Media,~~000~~ LLC),~~000~~ a Pennsylvania limited liability company (“Zoeter”), orpursuant ~~approximately~~to 85which we would acquire 100%, of the ~~81,483,250 total~~ issued and outstanding ~~common~~membership ~~stock~~units of ~~NGLF~~DatPiff, ~~agreed~~LLC, toa ~~cancel~~Pennsylvania ~~his~~limited ~~ownership~~liability ofcompany ~~63,000,000~~and ~~common~~wholly-owned ~~shares~~subsidiary of ~~NGLF~~Zoeter (“~~Cancellation~~DatPiff”). ~~Subsequent~~ toOn ~~the~~May ~~Cancellation~~19, ~~Mr.~~2010, ~~Sawarynski~~we ~~will~~completed ~~hold~~the 6acquisition of the membership units of DatPiff in consideration for the issuance to Zoeter of 40,000,000 restricted shares of our common stock ofpursuant ~~NGLF~~to the Exchange Agreement (the “Exchange”).

~~The~~In ~~Exchange~~connection ~~Agreement~~with ~~resulted~~and inas a ~~change~~condition into ~~control~~the ~~of NGLF~~Exchange, ~~with~~Bryan ~~LLC~~Sawarynski, ~~owning~~our ~~40,000,000~~principal ~~shares~~shareholder ofprior ~~common~~to ~~stock~~consummation of ~~NGLF~~the Exchange, ~~out~~holding of69,000,000 a(approximately ~~total~~84.7%) of 58the 81,483,250 then issued and outstanding shares, ~~after~~of ~~giving~~our ~~effect~~common ~~to the Exchange and Cancellation. Also~~stock, ~~Marcus~~agreed ~~Frasier~~to ~~and~~cancel ~~Kyle~~his ~~Reilly~~ownership ~~were elected directors~~ of ~~NGLF~~63,000,000 ~~and~~shares ~~appointed as its executive officers. As a result~~ of ~~the~~our ~~Exchange~~common ~~Agreement,~~stock (i)the ~~DP became a wholly-owned subsidiary of NGLF and (ii~~“Cancellation”). ~~NGLF~~Subsequent ~~succeeded~~ to the ~~business~~Cancellation, ~~of DP as its sole business~~Mr. ~~Accordingly,~~ onSawarynski ~~February~~held 236, ~~2010~~000,000 ~~NGLF~~shares ~~amended its articles~~ of ~~incorporation~~our incommon ~~the State of Nevada to change its name from “National Golf Emporium, Inc~~stock.~~” to “Idle Media, Inc.”~~

~~Our~~The ~~goals~~consummation ~~are~~of tothe ~~create~~Exchange ~~a complete music~~ and ~~entertainment~~the ~~resource~~Cancellation ~~for~~resulted ~~broadcasting,~~in ~~promotion,~~a ~~marketing,~~change ~~distribution,~~in ~~licensing,~~control ~~communication,~~of ~~and~~the ~~user generated content online. To that end~~Company, wewith ~~have~~Zoeter ~~created~~owning ~~a platform for fans~~40, ~~bands~~000,000 ~~artists,~~shares ~~and~~of ~~internet~~our ~~DJs~~common ~~and~~stock ~~VJs~~(or toapproximately ~~connect~~68.4%), ~~with~~of ~~each~~a ~~other~~total ~~while~~of ~~discovering~~58,483,250 ~~great~~then ~~music~~issued and ~~entertainment~~outstanding shares. We ~~have~~As ~~developed and operate~~ a ~~website~~result atof the ~~url~~consummation ~~www.datpiff.com. DatPiff.com~~of ~~provides~~the aExchange ~~platform~~Agreement, ~~for~~(i) ~~artists~~DatPiff ~~and~~became ~~DJs~~our towholly-owned ~~upload~~subsidiary ~~their music~~ and ~~videos. This~~(ii) ~~content~~we issucceeded ~~generated~~to bythe ~~users~~business of ~~the~~DatPiff. ~~site~~Additionally, ~~and~~Marcus isFrasier, ~~available~~the tosole ~~stream~~member ~~and/or~~of ~~download. Users~~Zoeter, ~~may~~and ~~also~~Kyle ~~embed~~Reilly ~~and~~were ~~share~~elected ~~content~~directors ~~across~~of the ~~internet. All~~Company ~~mixtapes~~and onappointed as our ~~site~~Chief ~~are~~Executive ~~provided~~Officer ~~from DJs~~ and ~~Artists~~Secretary, ~~for promotional use only~~respectively. We ~~do not sell mixtapes.~~

Our goals are to continue to internally develop, operate and derive revenue from websites, games and mobile applications that fit the needs of a specific user-base.

Revenue Sources

We currently ~~have~~maintain 3and derive revenue ~~streams~~from 1)a ~~Advertising~~network 2)of ~~Premium~~websites ~~Subscriptions~~and mobile applications. While our mobile applications do derive revenue, their primary goal is to keep the presence of our websites with our audience while on the go and 3to keep us on the cutting edge with our product offerings. We also maintain a network of web-based games and applications that derive revenue by means of micro transactions (virtual currency) ~~Sponsorships/Features~~for in-game items and advancement.

~~Advertising~~We ~~Revenues:~~currently ~~For~~have ~~advertising~~two ~~services~~revenue streams, weadvertising ~~can~~and ~~earn revenue as follows:~~subscriptions.

~~Banner~~Advertising Revenues. We generate advertising –revenues weprimarily ~~earn~~from ~~revenue~~display, ~~when~~audio anand ~~advertiser~~video ~~purchases~~advertising. The Company generates the majority of its advertising ~~space~~revenue ~~within~~through ~~our~~the ~~website~~delivery ~~and~~of “advertising impressions” ~~are delivered~~sold. An ~~“impression”~~In isdetermining ~~delivered~~whether ~~when~~ an ~~advertisement~~arrangement ~~appears~~exists, onthe ~~our~~Company ~~website~~ensures ~~and~~that ~~the~~a ~~page~~binding arrangement, such as an insertion order, is ~~viewed~~in byplace. ~~members~~The Company generally recognizes revenue based on delivery information from its campaign trafficking systems.

Subscriptions Revenues. Some of our websites generate revenues by offering premium subscriptions or virtual currency in exchange for a subscription cost.

For premium subscriptions, the Company gives users the option to pay a fee to bypass downloading restrictions on the site due to bandwidth restrictions. The Company generates subscription revenue from weekly, monthly, and annual premium subscriptions.

For virtual currency options, the Company utilizes virtual currency within its online games by allowing players to earn “virtual currency” through game play virtual currency can be purchased as well as earned while playing the game. The players then use their earned “virtual currency” to advance to higher levels. Virtual currency has no expiration date and has no cash value once purchased and we cannot track its usage.

~~DatPiff~~Websites ~~sells display~~ and ~~video~~Mobile advertising on its website. It is offering for sale display ads, video ads, pop-ups and banner ads that are available in standard internet advertising formats. Video within display ads can be auto or user initiated with either a click or mouseover. Banners are available in all types, including Leaderboard, Skyscraper, and Menu placements.Applications

We ~~work~~maintain ~~with~~several ~~many~~websites offocusing ~~the~~on ~~leading~~music, ~~online~~music advideos ~~networks~~and ~~who~~games. ~~specialize~~Our inmost ~~delivering~~notable ~~ads~~sites ~~to users in our demographic. We~~ are ~~currently~~below ~~in discussions~~ with ~~additional~~a ~~parties~~brief ~~for the sale of advertising space on our website.~~description:

~~Premium Subscriptions~~DatPiff.com

DatPiff.com ~~gives~~is ~~users~~a ~~the~~Hip-hop ~~option~~mixtape towebsite. ~~pay~~Artists, aDJs ~~fee~~and tomusic ~~bypass~~labels ~~downloading~~can ~~restrictions~~upload ontheir mixtapes onto the ~~site~~website. ~~due~~The toCompany ~~bandwidth~~provides ~~restrictions~~free hosting on its platform and derives revenue from third-party advertising and upsells. We ~~generate~~The ~~subscription~~Company has mobile applications on the major mobile platforms and derives some revenue from ~~weekly~~them, ~~monthly~~but ~~and~~their ~~annual~~primary ~~premium~~purpose ~~subscriptions~~is to keep its brand with users on the go.

~~Sponsorships/Features~~HipHopEarly.com

~~Sponsorships~~HipHopEarly.com ~~and~~is ~~Features~~a ~~are~~website ~~paid~~similar byto ~~Artists~~DatPiff.com ~~and~~catering ~~DJ's.~~solely ~~They~~to ~~allow~~Hip ~~downloading~~Hop ofsingles ~~their~~as ~~music~~compared ~~without~~to ~~restriction~~mixtapes and ~~also~~revenue ~~provide~~is ~~more~~derived ~~prominent~~solely ~~placement~~from ~~on the Company's website~~advertising.

~~The DatPiff Website~~Clipcartel.com

~~Visitors to DatPiff~~Clipcartel.com ~~can~~is ~~watch~~an ~~music~~urban ~~videos~~video orsite ~~listen~~featuring tomusic ~~mixtapes~~videos, ~~uploaded~~artist byinterviews, ~~Artists~~funny ~~and~~urban ~~DJ’s. All~~videos ~~content~~and onmore, ~~our~~updated ~~site~~daily. isThe ~~created~~Company byhas ~~users~~mobile ~~for~~applications ~~users. In~~available ~~order~~on toNook, ~~download content~~BlackBerry, ~~visitors~~Android ~~must~~and ~~register~~Google ~~with us by providing minimal information~~Play.

~~A basic membership to DatPiff~~Prisonblock.com is open to all and free of charge. The feature-rich environment of DatPiff.com will include numerous Web 2.0 and proprietary technologies to enable communication and interaction between members and content provided on the site. Premium membership subscriptions are available to users who want maximum benefit and no bandwidth restrictions.

PrisonBlock.com is an online game where players work and earn their way to control the prison. Through the use of virtual currency, players earn respect and gain strength. We derive revenue from in-game payments (no advertising). Users can buy or earn virtual currency and upgrade their accounts to gain advantages in the game.

Mafiablock.com

Similar to PrisonBlock.com, Mafiablock.com players work and earn their way to being the top Mafioso in New York. We derive revenue from in-game payments (no advertising). Users can buy or earn virtual currency and upgrade their accounts to gain advantages in the game.

Areas of Growth

~~Over~~We ~~the~~plan ~~next~~to ~~twelve~~continue ~~months,~~development weof ~~plan~~our current sites and work to develop new ones in both music and gaming or acquire other websites in the online gaming, music and mobile markets,. asWe ~~well~~also asmay ~~pursue~~consider ~~offline~~strategic ~~revenue~~purchases ~~streams~~of ~~such~~websites asor ~~hosting~~games that have been developed or ~~promoting~~are ~~concerts~~in development and ~~shows~~are compatible with our business.

Intellectual Property

We ~~have~~recently ~~not~~completed ~~tried~~copyright toregistration ~~register~~of ~~copyrights~~DatPiff orand ~~patents~~are onevaluating ~~any~~registering ofother ~~our~~ software ~~programs~~applications, methods, or ~~other~~ ideas,. ~~but~~We wefurther believe that some of our computer code may have common law copyright protection. In ~~addition, the content of our video production is subject to common law copyright protection.~~

We have a policy of entering into confidentiality and non-disclosure agreements with our employees and some of our vendors and customers as we deem necessary. These agreements and policies are intended to protect our intellectual property, but we cannot ensure that these agreements or the other steps we have taken to protect our intellectual property will be sufficient to prevent theft, unauthorized use or adverse infringement claims. We cannot prevent piracy of our methods and features, and we cannot determine the extent to which our methods and features are being pirated. Further, the laws of some foreign countries do not protect our proprietary rights as well as the laws of the United States.

Competition

The Internet advertising and online markets in which our brand operates isare rapidly evolving and intensely competitive, and we expect competition to intensify in the future. We expect competition to increase because of the business opportunities presented by the growth of ~~the~~ Internet and e-commerce. Competition may also intensify as a result of industry consolidation and a lack of substantial barriers to ~~entry~~enter in our market.

Competitive parameters include the range of our product offerings, the performance and quality of our products and services, the reliability of our infrastructure, our expertise and experience in streaming media technology, our scalability and capacity, ease of use, the price of our services, and the level of customer support.

Competitive parameters include the range of our product offerings, the performance and quality of our products and services, the reliability of our infrastructure, our scalability and capacity, ease of use, the price of our services, and the level of customer support.

The market for our services is highly competitive. The sector that we operate in is evolving and growing rapidly, and companies are continually introducing new products and services. In many cases, competitors may have longer operating histories, more customers, greater financial strength, more name recognition, and larger technical staffs. These competitors may be able to attract customers more easily because of their financial resources and, awareness in the market and free subscriptions because of advertising revenue. Our larger competitors can also devote substantially more resources to business development and may adopt more aggressive pricing policies.

Infrastructure, Operations, and Technology

~~DatPiff~~We ~~utilizes~~maintain a ~~cluster~~network of servers mated with various ~~technology~~technologies to(including ~~deliver~~CDNs) ~~services~~ to ~~our~~host ~~users. Our core consists of one web server, one processing server, a massive storage server,~~ and ~~an additional server to handle our database requirements. We make use of third party audio fingerprinting technology to proactively scan for copyrighted material and we~~ deliver ~~our~~ content to our end users ~~via a global CDN network that chooses the best location to serve content from~~.

Dependence on One or a Few Major Customers

For the years ended September 30, ~~2010~~2012 and ~~2009~~2011, ~~four~~three customers accounted for approximately 5949% of sales and ~~five~~two customers accounted for approximately 7548% of ~~the~~ sales, respectively. As of September 30, ~~2010~~2012 and ~~2009~~2011, ~~four~~six customers accounted for 8075% of ~~the~~our accounts receivable balance and ~~two~~four customers accounted for 5476% of ~~the~~our accounts receivable ~~balance~~e, respectively. Revenues and earnings can fluctuate from period to period, based upon both factors outside of our control and the level of our sales and marketing efforts. Although our customers are expected to vary from period to period, we anticipate that our results of operations in any given period will depend to a significant extent upon revenues from a small number of customers. We have no long-term or guaranteed contracts in place with any customers and there can be no assurance that our major customers will continue to engage our services, or that we will be able to replace revenues from such customers with revenues from other customers. Our customers that accounted for 75% of our net sales in fiscal 2012 did not have oral or written agreements. Customers subscribe through our website and may unsubscribe at any time. The loss of, or a significant reduction in revenues from, any of our major customers could have a material adverse effect on our business, financial condition and results of operations.

Government Regulation

Like many companies, we are subject to existing and potential government regulation. ~~There~~The ~~are, however, comparatively few laws or regulations specifically applicable to Internet businesses. Accordingly, the~~ application of existing laws to Internet businesses, including ours, is unclear in many instances. There remains significant legal uncertainty in a variety of areas, including, but not limited to: user privacy, the positioning of sponsored listings on search results pages, defamation, taxation, the provision of paid-search advertising to online gaming sites, the legality of sweepstakes, promotions and gaming sites generally, and the regulation of content in various jurisdictions.

Compliance with federal laws relating to the Internet and Internet businesses may impose upon us significant costs and risks, or may subject us to liability if we do not successfully comply with their requirements, whether intentionally or unintentionally. Specific federal laws that impact our business include The Digital Millennium Copyright Act of 1998, The Communications Decency Act of 1996, The Children’s Online Privacy Protection Act of 1998 (including related Federal Trade Commission regulations), The Protect Our Children Act of 2008, and The Electronic Communications Privacy Act of 1986, among others. For example, the Digital Millennium Copyright ~~Act~~Acts, which is in part intended to reduce the liability of online service providers for listing or linking to third -party websites that include materials that infringe on the rights of others, was adopted by Congress in 1998. If we violate the Digital Millennium Copyright ~~Act~~Acts we could be exposed to costly and time-consuming copyright litigation.

There are a growing number of legislative proposals before Congress and various state legislatures regarding privacy issues related to the Internet generally. We are unable to determine if and when such legislation may be adopted. If certain proposals were to be adopted, our business could be harmed by increased expenses or lost revenue opportunities, and other unforeseen ways.

Employees

As of September 30, ~~2010~~2012, we had a staff of 211 full-time employees, ~~both~~three of whom are officers of the Company. We As of the date of this filing, we have noa staff of 8. We have employment agreements with some of our staff. None of our employees are represented by a labor union, and we consider our employee relations to be excellent.

~~Reports~~ITEM to1A. ~~Security~~RISK ~~Holders~~FACTORS

1. We will furnish shareholders with annual financial reports audited by our independent registered public accountants.

2. We are a reporting issuer with the Securities and Exchange Commission. We file periodic reports, which are required in accordance with Section 15(d) of the Securities Act of 1933, with the Securities and Exchange Commission to maintain the fully reporting status.

3. The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20002. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings will be available on the SEC Internet site, located at http://www.sec.gov.

RISK FACTORS

RISKS RELATED TO OUR BUSINESS

Failure by us to respond to changes in consumer preferences could result in lack of sales revenues and may force us out of business.

Our websites and online properties exist in an industry subject to:

·● rapid technological change; ● the proliferation of new and changing media and games; ● frequent new product introductions and updates; and ● changes in customer demands.

·Any of the ~~proliferation~~above ofchanges ~~new~~that we fail to anticipate could reduce the demand for our games and ~~changing~~online ~~media~~properties, as well as any future products we may introduce. Failure to anticipate and ~~games;~~respond to changes in consumer preferences and demands could lead to, among other things, customer dissatisfaction, failure to attract demand for our products and reduced revenues.

·A ~~frequent~~decline ~~new~~in ~~product~~the ~~introductions~~popularity ~~and~~of ~~updates;~~our websites and other online properties would negatively impact our business.

·Our ~~changes~~primary insource ~~customer~~of ~~demands~~revenues is from advertising on our websites. These revenues are dependent upon our ability to attract new users, as well as existing user activity on our sites, among other things. If we are unable to maintain or extend web traffic to, and use of, our sites, our advertising revenues may be adversely affected.

~~Any~~We ofcannot ~~the~~assure ~~above~~you ~~changes~~ that we ~~fail~~will be able to ~~anticipate~~attract ~~could~~new ~~reduce~~users ~~the~~or ~~demand~~that ~~for~~existing users will continue to visit our ~~games~~websites. ~~and~~While ~~online~~we ~~properties~~offer paid premium subscriptions, asthis ~~well~~is not a significant source of revenues, as ~~any~~users ~~future~~of ~~products~~our wefree services may ~~introduce~~choose innot ~~the~~to ~~future. Failure~~become topaid ~~anticipate~~subscribers, and ~~respond~~paid subscribers may decide to ~~changes~~cancel intheir ~~consumer~~subscriptions, ~~preferences~~for ~~and~~many ~~demands~~reasons ~~could~~including ~~lead~~a ~~to,~~perception ~~among~~that ~~other~~they ~~things,~~do ~~customer~~not ~~dissatisfaction,~~use ~~failure~~the services enough to ~~attract~~justify ~~demand~~the ~~for~~expense ~~our~~or ~~products~~that ~~and~~the ~~lower~~service ~~profit~~does ~~margins~~not provide sufficient value or availability of content, including relative to our competition.

AIn ~~decline~~addition, insubscription ~~the~~services ~~popularity~~are ofcharacterized by higher than normal churn rates. Existing paid subscribers may cancel their subscriptions to our ~~websites~~service ~~and~~for ~~other~~many ~~online~~reasons, ~~properties~~including those described in these risk factors. We cannot guarantee that we will ~~negatively~~be ~~impact~~able ~~our~~to ~~business~~maintain or further reduce subscriber cancellation levels. If we are unable to add new paid subscribers and retain users we may be unable to become profitable.

~~Our~~Intense ~~primary~~competition ~~source~~in ofthe ~~revenues~~internet ~~is from advertising on our websites. These revenues are dependent upon our ability to attract new users~~ and, asmusic ~~well~~media asindustry ~~existing~~may ~~user~~adversely ~~activity~~affect on our ~~sites,~~revenue ~~among other things. If we are unable to maintain or extend web traffic to,~~ and ~~use of, our sites, our advertising revenues may be adversely affected~~profitability.

~~The~~We ~~success~~operate ofin a highly competitive environment and we compete for members, visitors and advertisers with numerous well established internet sites, as well as many smaller and/or newer sites. As an online media and gaming company, we compete for consumers and advertisers with other companies, including Internet, television and print media companies. In addition to music, there are numerous entertainment products and services available to consumers and, as a result, we also compete with companies that operate in the television, movie and video game industries. If we are unable to differentiate our ~~paid~~products ~~premium~~and ~~subscription~~generate ~~service~~sufficient ~~depends~~appeal ~~upon~~in the marketplace, our ability to ~~add~~achieve ~~new~~our ~~subscribers~~business plan may be adversely affected. The effect of such competition has been to involve us in vigorous competition to obtain and retain ~~existing~~consumers ~~subscribers~~and advertisers.

WeAs ~~cannot~~compared ~~assure you that we will be able~~ to ~~attract~~us, ~~new~~many ~~subscribers or that existing subscribers will continue to subscribe. Users~~ of our ~~free~~competitors ~~services~~have ~~may~~significantly ~~choose~~longer ~~not~~operating tohistories ~~become paid subscribers,~~ and ~~paid~~greater ~~subscribers~~brand ~~may~~recognition ~~decide~~as towell ~~cancel~~as ~~their~~greater ~~subscriptions~~financial, for many reasons including a perception that they do not use the services enough to justify the expense or that the service does not provide enough value or availability of content relative to our competition. In additionmanagement, ~~any reduction in our current level of marketing~~ and ~~advertising~~other ~~expenditures may result in a reduction in the number of new trial and paid subscribers~~resources.

Subscription services such as ours are characterized by higher than normal churn rates. Existing paid subscribers may cancel their subscriptions to our service for many reasons, including those described above in this risk factor. We cannot guarantee that we will be able to maintain or further reduce subscriber cancellation levels. If we are unable to add new paid subscribers and retain customers we may be unable to maintain a profitable business model.

Intense competition in the internet social networking industry and in the music media industry may adversely affect our revenue and profitability.

We operate in a highly competitive environment and we compete for members, visitors and advertisers with numerous well established internet social networking sites, as well as many smaller and/or newer sites. As an online media and gaming company, we compete for consumers and advertisers with other companies, including internet, television and print media companies. In addition to music, there are numerous entertainment products and services available to consumers and, as a result, we also compete with companies that operate in the television, movie and video game industries. If we are unable to differentiate our products and generate sufficient appeal in the marketplace, our ability to achieve our business plan may be adversely affected. The effect of such competition has been to put pressure on profit margins and to involve us in vigorous competition to obtain and retain consumers and advertisers.

As compared to us, many of our competitors have:

· significantly longer operating histories and greater brand recognition;

· greater financial, management and other resources.

If we are unable to compete effectively in our market, our revenue and profitability may be adversely affected.

We experience fluctuations in our quarterly operating results, which may cause our stock price to decline.

Our quarterly operating results may fluctuate from quarter to quarter. We cannot reliably predict future revenue and margin trends and such trends may cause us to adjust our operations. Other factors that could affect our quarterly operating results include:

· timing of service introductions;

· consumer adoption of new services;

· changes in the mix of our revenues and our users represented by our various services;

· fluctuations in traffic levels on our websites, which can be significant as a result of business, financial and other news events;

· adverse changes in the level of economic activity in the United States or other major economies in which we do business, or in industries, such as the music industry, on which we are particularly dependent;

· expenses incurred in connection with the development of our digital music distribution services;

· expenses related to, and the financial impact of, possible acquisitions of other businesses;

· fluctuating and unpredictable demand for advertising.

Our success depends on the scope of our intellectual property rights and not infringing the intellectual property rights of others.

Our success depends in part on our ability to:

·● obtain copyrights or trademarks or rights to copyrights or trademarks, where necessary, and to maintain their validity and enforceability; ● operate without infringing upon the proprietary rights of others; and ● prevent others from infringing on our proprietary rights.

~~· operate without infringing upon the proprietary rights of others; and~~7

·We ~~prevent~~will ~~others~~be able to protect our proprietary intellectual property rights from ~~infringing~~unauthorized onuse by third parties only to the extent that our proprietary rights are covered by valid and enforceable copyrights or trademarks. Our inability to protect our proprietary rights could materially adversely affect our business prospects and profitability. In addition, if litigation were to take place in connection with the enforcement of our intellectual property rights (or to defend third-party claims of infringement against us), there can be no assurance that we would prevail. Legal proceedings could result in substantial costs and diversion of management time and resources and could materially adversely affect our operations and our financial condition.

We will be able to protect our proprietary intellectual property rights from unauthorized use by third parties only to the extent that our proprietary rights are covered by valid and enforceable copyrights or trademarks. Our inability to protect our proprietary rights could materially adversely affect our business prospects and profitability. In addition, if litigation were to take place in connection with the enforcement of our intellectual property rights (or to defend third party claims of infringement against us), there can be no assurance that we would prevail. Legal proceedings could result in substantial costs and diversion of management time and resources and could materially adversely affect our operations and our financial condition.

If a copyright or trademark infringement claim is brought against us for liabilities that are not covered or that exceed our insurance coverage, we could be forced to pay substantial damage awards, which could affect our profitability.

The marketing and webcasting of recorded music and video content, most of which ~~have~~has been created using the input of a number of creative personnel, including musicians, producers, mixers, film directors and others, may result in disputes over ownership of rights. If a dispute arises challenging our ownership or other rights, we may be exposed to copyright and/or trademark claims by third parties. We may not be able to maintain adequate insurance coverage at a commercially reasonable cost or in sufficient amounts or scope to protect us against potential losses.

In the event a copyright and/or trademark claim is brought against us:

·● we may be required to pay legal and other expenses to defend the claim, as well as uncovered damage awards resulting from a claim brought successfully against us; or ● such party could secure injunctive or other equitable relief, which could effectively block our ability to make, use, sell, distribute or market our products.

·If ~~such~~we ~~party~~fail ~~could~~to ~~secure~~obtain ~~injunctive~~necessary licenses or other ~~equitable~~rights ~~relief~~to proprietary rights held by third parties, ~~which~~it could ~~effectively~~preclude ~~block~~the sale, production, distribution or exhibition of our ~~ability~~products and could materially adversely affect our revenue and profitability. Defending any copyright and/or trademark claim or claims could require us to ~~make,~~expend ~~use,~~significant ~~sell~~financial and managerial resources, ~~distribute~~which orcould ~~market~~have an adverse effect on our ~~products~~business and results of operations.

IfOur weability ~~fail~~ to ~~obtain~~increase ~~necessary~~our ~~licenses~~revenue orwill ~~other~~depend ~~rights~~on toour ~~proprietary~~ability ~~rights~~to ~~held~~increase bymarket ~~third~~penetration ~~parties, it could preclude the sale, manufacture, distribution or exhibition~~ of our current products and ~~could materially adversely affect our revenue and profitability. Defending any copyright and/or trademark claim or claims could require us~~ to ~~expend~~evolve ~~significant financial and managerial resources, which could have an adverse effect on~~ our ~~business~~product ~~operations and results of operations~~mix.

~~Our~~Much of our ability to increase ~~our~~ revenue will depend on ~~our ability to increase market penetration of our current social networking and music media products and to evolve our product mix.~~:

~~The~~● ~~social~~expanding ~~networking industry and~~ the ~~music~~market ~~industry~~penetration ~~are,~~of byour ~~their~~current ~~nature,~~offerings ~~businesses~~to ~~that~~consumers; ~~rely~~and ~~upon~~● the ~~acceptance~~successful ofevolution ~~its creative product by the marketplace. Much~~ of our ~~ability~~product ~~to increase revenue will depend on:~~mix.

· expanding the market penetration of our current offerings to consumers; and

· the successful evolution of our product mix.

While we are constantly evaluating the marketplace and evolving our offerings of content and internet features, we may not be able to anticipate shifting tastes of our customer base and the creative content offered by us may fall out of favor with our consumers. If we are unable to expand the market penetration of our current products or anticipate changes in consumer taste, our revenue could be reduced.

Our network is subject to security and stability risks that could harm our business and reputation and expose us to litigation or liability.

Online and mobile commerce and communications depend on the ability to transmit confidential information and licensed intellectual property securely over private and public networks. Any compromise of our ability to transmit such information and data securely or reliably, and any costs associated with preventing or eliminating such problems, could harm our business. Online transmissions are subject to a number of security and stability risks, including:

·● our encryption and authentication technology, and access and security procedures, may be compromised, breached or otherwise be insufficient to ensure the security of customer information or our music content; ● we could experience unauthorized access, computer viruses, system interference or destruction, “denial of service” attacks and other disruptive problems whether intentional or accidental, that may inhibit or prevent access to our websites or use of our products and services; ● someone could circumvent our security measures and misappropriate our partners’ or our customers’ intellectual property, including but not limited to customer information – i.e. credit card numbers or other personal or financial information/identity theft, interrupt our operations, or jeopardize our licensing arrangements, which are contingent on our sustaining appropriate security protections; ● our computer systems could fail and lead to service interruptions; ● we may be unable to scale our infrastructure with increases in customer demand; or ● our network of facilities may be affected by a natural disaster, terrorist attack or other catastrophic events.

· we could experience unauthorized access, computer viruses, system interference or destruction, “denial of service” attacks and other disruptive problems, whether intentional or accidental, that may inhibit or prevent access to our websites or use of our products and services;8

· someone could circumvent our security measures and misappropriate our, our partners’ or our customers’ intellectual property, interrupt our operations, or jeopardize our licensing arrangements, which are contingent on our sustaining appropriate security protections;

· our computer systems could fail and lead to service interruptions;

· we may be unable to scale our infrastructure with increases in customer demand; or

· our network of facilities may be affected by a natural disaster, terrorist attack or other catastrophic events.

The occurrence of any of these or similar events could damage our business, hurt our ability to distribute products and services and collect revenue, threaten the proprietary or confidential nature of our technology, harm our reputation and expose us to litigation or liability. We may be required to expend significant capital or other resources to protect against the threat of security breaches, hacker attacks or system malfunctions or to alleviate problems caused by such breaches, attacks or failures.

Loss of Marcus Frasier, our President and Chief Executive Officer, could impair our ability to operate.

If we lose our key employees, such as Marcus Frasier, our President and Chief Executive Officer, our business could suffer. Our success is highly dependent on our ability to attract and retain qualified computer programmers and management personnel. We are highly dependent on our management and the loss of ~~this~~Mr. ~~person~~Frasier’s services could have a material adverse effect on our operations. If we were to lose ~~this~~Mr. ~~individual~~Frasier’s services, we may experience difficulties in competing effectively, developing our technology and implementing our business strategies. We ~~do not have key-man life insurance in place for any person working for us.~~

~~Our~~Failure ~~management~~to ~~team~~maintain ~~does~~effective ~~not~~internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have ~~extensive~~a ~~experience~~material inadverse ~~public~~effect ~~company~~on ~~matters~~our business and operating results. In addition, ~~which~~current and potential stockholders could ~~impair~~lose confidence in our ~~ability~~financial toreporting, ~~comply~~which ~~with~~could ~~legal~~cause ~~and~~our ~~regulatory~~stock ~~requirements~~price to decline.

~~Our~~We ~~management~~have ~~team has~~ had ~~limited~~in ~~public~~the ~~company~~past ~~management~~and ~~experience~~continue orto ~~responsibilities. This~~have ~~could~~material ~~impair~~weaknesses in our ~~ability~~internal controls and procedures that has caused us to ~~comply~~be ~~with~~required ~~legal~~to ~~and~~restate ~~regulatory~~our ~~requirements~~financial ~~such~~statements asfor the ~~Sarbanes-Oxley~~fiscal ~~Act~~years ofended ~~2002~~September ~~and~~30, ~~applicable~~2010 ~~federal~~and ~~securities~~2011, ~~laws~~and ~~including~~for ~~filing~~the ~~required~~quarterly ~~reports~~periods ~~and~~ended ~~other~~March ~~information~~31, ~~required~~2011 onand a2012 ~~timely~~and ~~basis. There~~June ~~can~~30, be2011 noand ~~assurance~~2012 ~~that~~(all ~~our~~included ~~management~~in ~~will~~Amendment beNo. ~~able~~5 to ~~implement~~our ~~and~~Registration ~~affect~~Statement ~~programs~~on ~~and~~Form ~~policies~~10 infiled anwith ~~effective~~the SEC), and ~~timely~~has ~~manner~~resulted ~~that~~in ~~adequately~~our ~~respond~~inability to ~~increased~~file ~~legal,~~this ~~regulatory~~Annual ~~compliance~~Report ~~and~~on ~~reporting~~Form ~~requirements~~10-K ~~imposed~~for bythe ~~such~~fiscal ~~laws~~year ~~and~~ended ~~regulations. Our~~September ~~failure~~30, to2012, ~~comply~~and ~~with~~our ~~such~~Quarterly ~~laws~~Reports ~~and~~on ~~regulations~~Form ~~could~~10-Q ~~lead~~for to the ~~imposition~~quarters ofended ~~fines~~December ~~and~~31, ~~penalties~~2012, March 31, 2013 and ~~further~~June ~~result~~30, in2013, within the ~~deterioration~~time ofperiods ~~our~~set ~~business~~forth under the Exchange Act.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our business could be harmed.

As a public company, we are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal control over financial reporting. As of the date of this report, due to the material weakness that resulted in the restatements and delayed filings noted above, management has concluded that our internal controls are not effective.

Failure to maintain an effective internal control environment or to remediate material weaknesses that are identified in our internal control environment could cause us to face regulatory action, result in delays or inaccuracies in reporting financial information or cause investors to lose confidence in our reported financial information, any of which could cause our stock price to decline.

RISKS RELATED TO OUR COMMON STOCK

~~The~~A ~~market~~majority ~~price~~ of our ~~common~~outstanding ~~stock~~voting ~~may~~securities are beneficially owned by Marcus Frasier, our President and isChief ~~likely~~Executive toOfficer, ~~continue~~who tocan beelect all directors, ~~highly~~who ~~volatile~~in ~~and~~turn ~~subject~~appoint toall ~~wide~~officers, ~~fluctuations~~without the votes of any other stockholders.

~~The~~Zoeter ~~market~~owns ~~price~~65.8% of our ~~common~~outstanding ~~stock~~voting securities and, accordingly, has effective control of us and may have effective control of us for the near and long-term future. Marcus Frasier, our President, CEO and a Director, is ~~likely~~the tosole bemembership ~~highly~~interest ~~volatile~~holder, President and ~~could~~a bemember ~~subject~~of tothe ~~wide~~Board ~~fluctuations~~of inDirectors ~~response~~of Zoeter. Mr. Frasier thus has the ability to aelect ~~number~~our Board of ~~factors~~Directors, ~~that~~who ~~are~~in ~~beyond~~turn appoints our ~~control~~officers, ~~including:~~without the vote of any other stockholders.

·To ~~dilution caused by our issuance of additional shares of common stock and other forms of equity securities~~date, ~~which~~ we ~~expect~~have tonot ~~make~~paid inany ~~the~~cash ~~Offering~~dividends and inno ~~connection~~cash ~~with~~dividends ~~future~~will ~~capital~~be ~~financings~~paid ~~to fund our operations and growth, to attract and retain valuable personnel and~~ in connection with future strategic partnerships with other companies; · announcements of new acquisitions, reserve discoveries or other business initiatives by our competitors; · our ability to take advantage of new acquisitions, reserve discoveries or other business initiatives; · fluctuations in revenue from our advertising sales business as new media competitors; · changes in the ~~market~~foreseeable for downloads of music videos and audio recordings; · changes in the market for online advertising; · quarterly variations in our revenues and operating expenses; · changes in the valuation of similarly situated companies, both in our industry and in other industries; · changes in analysts’ estimates affecting our Company, our competitors and/or our industry; · changes in the accounting methods used in or otherwise affecting our industry; · additions and departures of key personnel; · announcements of technological innovations or new products available to businesses in the online music media, entertainment, marketing and social networking businesses; · fluctuations in interest rates and the availability of capital in the capital markets; and · significant sales of our common stock, including sales by the investors following registration of the shares of common stock issued in this Offering and/or future ~~investors in future offerings we expect to make to raise additional capital~~.

10Holders of shares of our common stock are entitled to receive such dividends as may be declared by our Board of Directors. To date, we have paid no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operation of our business. Therefore, any return investors in our common stock will have to be in the form of appreciation, if any, in the market value of their shares of common stock.

These and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our common stock and/or our results of operations and financial condition.9

~~Applicable~~Trading ~~SEC~~on ~~rules~~the ~~governing~~OTC ~~the~~pink ~~trading~~sheets ofmay ~~“penny~~be ~~stocks”~~volatile ~~limit~~and ~~the~~sporadic, ~~trading~~which ~~and~~could ~~liquidity~~depress the market price of our common stock, ~~which~~and ~~may~~make ~~affect~~it ~~the~~difficult ~~trading~~for ~~price~~our ofstockholders ~~our~~to ~~common~~resell ~~stock~~their shares.

~~Shares~~Our of common stock ~~may~~is bequoted ~~considered~~on ~~a “penny stock” and be subject to SEC rules and regulations which impose limitations upon~~ the ~~manner~~OTC inpink ~~which~~sheets ~~such~~electronic ~~shares~~quotation ~~may~~system. beTrading ~~publicly traded and regulate broker-dealer practices~~ in ~~connection~~stock ~~with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or~~ quoted on the ~~NASD's~~OTC ~~automated~~pink ~~quotation~~sheets ~~system,~~is ~~provided~~often ~~that~~thin ~~current price~~ and ~~volume~~characterized ~~information~~by ~~with~~wide ~~respect~~fluctuations ~~to transactions~~ in ~~such~~trading ~~securities is provided by the exchange or system). The penny stock rules require a broker-dealer~~prices, ~~prior~~due to amany ~~transaction~~factors inthat amay ~~penny~~have ~~stock~~little ~~not otherwise exempt from the rules,~~ to ~~deliver~~do awith ~~standardized~~our ~~risk~~operations ~~disclosure~~or ~~document~~business ~~that provides information about penny stocks and the risks in the penny stock market~~prospects. ~~The~~ ~~broker-dealer~~This ~~must~~volatility ~~also~~could ~~provide~~depress the ~~customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the~~ market ~~value~~price of ~~each~~our ~~penny~~common stock ~~held~~for inreasons ~~the~~unrelated ~~customer’s~~to ~~account~~operating performance. In ~~addition~~Moreover, the ~~penny~~OTC ~~stock~~pink ~~rules~~sheets ~~generally~~is ~~require~~not ~~that prior to~~ a ~~transaction in a penny~~ stock exchange, ~~the~~and ~~broker-dealer~~trading ~~make~~of asecurities ~~special~~on ~~written determination that~~ the ~~penny~~OTC ~~stock~~pink sheets is aoften ~~suitable~~more ~~investment~~sporadic ~~for~~than the ~~purchaser~~trading ~~and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect~~ of ~~reducing~~securities ~~the~~listed ~~level~~on ofa ~~trading~~quotation ~~activity~~system inlike ~~the~~NASDAQ ~~secondary~~or ~~market for~~ a stock ~~that~~exchange ~~becomes~~like ~~subject to~~ the ~~penny~~NYSE. ~~stock~~These ~~rules~~factors ~~which~~ may ~~increase the~~result ~~difficulty~~in investors ~~may~~having ~~experience~~difficulty inreselling ~~attempting~~any toshares ~~liquidate~~of ~~such~~our ~~securities~~common stock.

IfBecause ~~we fail to remain current in~~ our ~~reporting~~common ~~requirements,~~stock weis ~~could~~quoted beand ~~removed~~traded ~~from~~on the OTC ~~Bulletin~~pink ~~Board~~sheets, ~~which~~short ~~would~~selling ~~limit~~could increase the ~~ability~~volatility of ~~broker-dealers to sell~~ our ~~securities~~stock ~~and the ability of stockholders to sell their securities in the secondary market~~price.

~~Companies~~Short ~~trading~~selling onoccurs when a person sells shares of stock which the ~~OTC~~person ~~Bulletin~~does ~~Board,~~not ~~such~~yet asown ~~us,~~and ~~must~~promises beto ~~reporting~~buy ~~issuers~~stock ~~under~~in ~~Section~~the 12future ofto cover the ~~Securities~~sale. ~~Exchange~~The ~~Act~~general objective of ~~1934,~~the asperson ~~amended,~~selling ~~and~~the ~~must~~shares beshort ~~current~~is into ~~their~~make ~~reports~~a ~~under~~profit ~~Section~~by 13buying the shares later, inat ~~order~~a lower price, to ~~maintain~~cover ~~price~~the ~~quotation~~sale. ~~privileges~~Significant onamounts of short selling, or the ~~OTC~~perception ~~Bulletin~~that ~~Board~~a significant amount of short sales could occur, could depress the market price of our common stock. If weIn ~~fail~~contrast, purchases to ~~remain~~cover ~~current~~a onshort position may have the effect of preventing or retarding a decline in the market price of our ~~reporting~~common ~~requirements~~stock, weand ~~could~~together bewith ~~removed~~the ~~from~~imposition of the ~~OTC~~penalty ~~Bulletin~~bid, ~~Board~~may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the ~~market~~price ~~liquidity~~of ~~for~~ our ~~securities~~common ~~could~~stock may be ~~severely~~higher ~~adversely~~than ~~affected~~the byprice ~~limiting~~that otherwise might exist in the ~~ability~~open ofmarket. ~~broker-dealers~~If tothese ~~sell~~activities ~~our~~are ~~securities~~commenced, ~~and~~they may be discontinued at any time. These transactions may be effected on the ~~ability~~OTC ofpink ~~stockholders~~sheets or any other available markets or exchanges. Such short selling if it were to ~~sell~~occur ~~their~~could ~~securities~~impact the value of our stock in an extreme and volatile manner to the ~~secondary~~detriment ~~market~~of our shareholders.

~~UNRESOLVED~~Because ~~STAFF~~the ~~COMMENTS~~SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty in reselling your shares and may cause the price of the shares to decline.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

We are permitted to deregister our common stock under the Exchange Act, which could negatively affect the liquidity and trading prices of our common stock and would result in less disclosure about the Company.

The Company is permitted pursuant to the Exchange Act to deregister its common stock and “go dark” and, given the increasing cost and resource demands of being a public company, the Company has determined to do so. By going dark, the Company’s obligations to file reports with the SEC (including periodic reports, proxy statements, and tender offer statements) will cease and we expect that there will be a decrease in the liquidity in our common stock, although it is possible that stockholders may continue to be able to trade our common stock on the OTC pink sheets if at least one broker-dealer continues to quote our common stock on the OTC pink sheets. Further, the market’s interpretation of our motivation for “going dark” could vary from cost savings, to negative changes in our prospects or to serving insider interests, which may affect the overall price and liquidity of our common stock and our ability to raise capital on terms acceptable to us or at all. In addition, companies with common stock quoted on the OTC pink sheets are not required to meet the reporting requirements set forth under the Exchange Act and there can no assurance that we will continue to provide financial or other information, or that any broker-dealer will continue to quote our common stock. As a result, investors may find it more difficult to dispose of or obtain accurate quotations as to the market value of our common stock, and the ability of our stockholders to sell our common stock in the secondary market may be materially limited.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

In additional to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker-dealers may be willing to make a market in our common stock, which may limit your ability to buy and sell our stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

~~PROPERTIES~~10

~~Our~~ITEM ~~principal office is located at 216 Centre Avenue, Leesport, PA 19533~~2. ~~The~~ space is provided at no charge to us by Marcus Frasier, an officer and director. There are currently no proposed programs for the renovation, improvement or development of the facilities we currently use.PROPERTIES

Our ~~management~~principal ~~does~~office ~~not~~is ~~currently~~located ~~have~~at ~~policies~~216 ~~regarding~~S. Centre Avenue, Leesport, PA 19533. Up until September 17, 2012, the ~~acquisition~~Company orleased ~~sale~~the ofoffice ~~real~~from ~~estate~~Marcus ~~assets~~Frasier, ~~primarily~~Chief ~~for~~Executive ~~possible~~Officer ~~capital~~and ~~gain~~President orof ~~primarily~~the Company, for ~~income~~$3,000 per month. We doOn ~~not~~September ~~presently~~17, ~~hold~~2012, ~~any~~we ~~investments~~purchased orthe ~~interests~~building infrom ~~real~~Marcus ~~estate~~Frasier for the independently appraised value of $170,000. In ~~investments~~accordance inwith ~~real~~ASC ~~estate~~820-10-30, ~~mortgages~~the orbuilding ~~securities~~was recorded at its historic book value of or$163,000 ~~interests~~with inthe ~~persons~~remaining ~~primarily~~$7,000 ~~engaged~~recorded inas ~~real~~a ~~estate~~deemed ~~activities~~distribution by the Company.

ITEM 3. LEGAL PROCEEDINGS

~~From~~Our ~~time~~wholly-owned tosubsidiary, ~~time~~DatPiff, wewas ~~may be~~ named in ~~claims~~a ~~arising~~complaint filed on July 9, 2012 in the ~~ordinary~~United ~~course~~States ofDistrict ~~business. Currently,~~Court nofor ~~legal~~the ~~proceedings~~Southern orDistrict ~~claims~~of ~~are~~New ~~pending~~York ~~against~~by orRobert ~~involving~~Hall, usP/K/A “Lord Finesse”, that ~~could~~alleges ~~reasonably~~copyright beinfringement, ~~expected~~unfair tocompetition, ~~have~~unjust enrichment, interference, deceptive trade practices, and a ~~material~~number ~~adverse~~of ~~effect~~related onstate law claims. On December 9, 2012, the Company settled the action. The settlement was not material to our business, ~~and~~ financial condition or results of operations.

~~There~~Our ~~are~~wholly-owned nosubsidiary, ~~pending~~DatPiff, ~~legal~~was ~~proceedings~~named ~~against~~in usa complaint filed on November 21, 2012 in the United States District Court for the Eastern District of New York by Patrick Berlinquette that alleges copyright infringement, unfair competition, unjust enrichment, interference, deceptive trade practices, and a number of related state law claims. On December 10, 2012, the Company responded to the complaint denying knowledge and information sufficient to form a belief as to the truth of the allegations. On March 8, 2013, the Company settled the action. . The settlement was not material to our business, financial condition or results of operations.

~~SUBMISSION~~In OFaddition, ~~MATTERS~~on TOMay A7, ~~VOTE~~2013, OFthe ~~SECURITY~~Company ~~HOLDERS~~received a subpoena from the Denver Regional Office of the SEC seeking information and documents concerning its financial statements, including the restatement of its financial statements in connection with an ongoing SEC investigation of the Company. The Company is cooperating fully with the SEC with respect to its requests.

~~None~~From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. 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. Except as noted above, we are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

11ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, ~~AND~~ RELATED STOCKHOLDER MATTERS ~~MARKET~~AND ~~INFORMATION~~ISSUER ~~FOR~~PURCHASES ~~COMMON~~OF ~~STOCK~~EQUITY SECURITIES

~~Market~~Our ~~information~~common stock is quoted on the OTC pink sheets under the symbol “IDLM”. The following table indicates the high and low bid prices of our common shares for the periods indicated. These quotations represent prices between dealers and may not include retail markups, markdowns or commissions and may not necessarily represent actual transactions.

Our common stock has been quoted on the NASD’s OTC Bulletin Board under the trading symbol “IDLM” since November 2, 2009. The high and low closing prices of our common stock for the periods indicated are set forth below. These closing prices do not reflect retail mark-up, markdown or commissions.

2012					2011
Quarter ended	High		Low		Quarter ended	High		Low
December 31, 2011	$	0.18		0.08	December 31, 2010	$	0.56	$	0.13
March 31, 2012	$	0.19		0.09	March 31, 2011	$	0.46	$	0.15
June 30, 2012	$	0.30		0.11	June 30, 2011	$	0.35	$	0.07
September 30, 2012	$	0.38		0.20	September 30, 2011	$	0.25	$	0.05

Year ended September 30, 2010	High		Low
First Quarter	$	1.01	$	1.01
Second Quarter	$	2.09	$	0.55
Third Quarter	$	2.15	$	0.32
Fourth Quarter	$	0.67	$	0.22

Holders of Common Stock

OnAs ~~September~~of December 30, ~~2009~~2013, ~~the~~we ~~closing~~had ~~bid~~approximately ~~price~~41 onstockholders ~~the~~of ~~OTC Bulletin Board for our common stock was $0~~record.~~45 per share.~~

The shares quoted are not now, but could become subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the Exchange Act”), commonly referred to as the “penny stock” rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.11

~~The~~Common Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant’s net tangible assets; or exempted from the definition by the Commission. Trading in the shares is subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors, generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse.

~~For~~Our ~~transactions~~Articles ~~covered~~of byIncorporation ~~these~~authorize ~~rules,~~the ~~broker-dealers~~issuance ~~must~~of ~~make~~100,000,000 ashares ~~special~~of ~~suitability~~common ~~determination~~stock, ~~for~~$0.001 ~~the~~par ~~purchase~~value ofper ~~such~~share, ~~securities~~of ~~and~~which ~~must~~60,746,743 ~~have~~shares ~~received~~are ~~the~~outstanding ~~purchaser’s~~as ~~written~~of ~~consent~~the todate of the ~~transaction~~filing ~~prior~~of tothis ~~the~~Form ~~purchase~~10-K. ~~Additionally,~~Common ~~for~~stock ~~any~~holders ~~transaction~~are ~~involving~~entitled ato ~~penny~~one ~~stock,~~vote ~~unless~~for ~~exempt,~~each ~~the~~share ~~rules require~~on ~~the~~all ~~delivery,~~matters ~~prior~~ to be voted on by the ~~first~~stockholders. ~~transaction,~~Holders of acommon ~~risk~~stock ~~disclosure~~have ~~document~~no ~~relating~~cumulative tovoting ~~the~~rights. ~~penny~~Common stock ~~market.~~holders Aare ~~broker-dealer~~entitled ~~also~~to ~~must~~share ~~disclose~~ratably ~~the~~in ~~commissions~~dividends, ~~payable~~if any, as may be declared, from time to ~~both~~time by the ~~broker-dealer~~Board ~~and~~of ~~the~~Directors ~~registered~~in ~~representative~~its discretion, ~~and~~from ~~current~~funds ~~quotations~~legally ~~for~~available ~~the~~to ~~securities~~be distributed. ~~Finally,~~In the ~~monthly~~event ~~statements~~of ~~must~~a beliquidation, ~~sent~~dissolution, ~~disclosing~~or ~~recent~~winding ~~price~~up ~~information~~of ~~for~~the Company, the ~~penny~~common ~~stocks~~stockholders ~~held~~are inentitled ~~the~~to ~~account~~share ~~and~~pro ~~information~~rata onall ~~the~~assets ~~limited~~remaining ~~market~~after payment in ~~penny~~full ~~stocks~~of all liabilities. ~~Consequently,~~ ~~these~~Holders ~~rules may~~of ~~restrict~~common ~~the~~stock ~~ability~~have ofno ~~broker~~preemptive ~~dealers~~rights to ~~trade~~purchase ~~and/~~our common stock. There are no conversion rights or ~~maintain~~redemption aor ~~market~~sinking infund ~~the~~provisions ~~company’s~~with respect to the common stock. ~~and~~All ~~may~~of ~~affect~~ the ~~ability~~outstanding shares of ~~shareholders~~common tostock ~~sell~~are ~~their~~validly ~~shares~~issued, fully paid, and non-assessable.

~~Shares~~Preferred ~~Available Under Rule 144~~Stock

AsOur Articles of ~~January~~Incorporation ~~12,~~authorize ~~2011,~~the weissuance ~~had~~of 5810,~~483~~000,~~250~~000 shares of ~~common~~preferred stock ~~outstanding~~, In ~~general,~~$0.001 ~~under~~par ~~the~~value ~~recently~~per ~~amended~~share, ~~Rule 144~~of which ~~became~~no ~~effective~~shares onof ~~February~~preferred ~~15,~~stock ~~2008~~are aissued ~~person,~~ or ~~persons~~outstanding ~~whose~~as ~~shares~~of ~~are~~the ~~aggregated,~~date ~~who~~this ~~owns~~Registration ~~shares~~Statement ~~that~~was ~~were~~initially ~~purchased~~filed. ~~from~~The ~~us,~~preferred orstock ~~any~~may ~~affiliate,~~be atissued ~~least~~from ~~six~~time ~~months (subject only~~ to ~~the~~time ~~Rule 144(c) public~~by ~~information requirement until~~ the ~~securities~~Board ~~have~~of ~~been~~Directors ~~held~~as ~~for~~shares of one ~~year),~~or ~~previously,~~more ~~including~~classes aor ~~person~~series. ~~who~~Our ~~may~~Board beof ~~deemed our affiliate~~Directors, issubject ~~entitled~~ to ~~sell~~the ~~within~~provisions ~~any~~of ~~three~~our ~~month~~Articles ~~period, a number~~ of ~~shares~~Incorporation ~~that~~and ~~does~~limitations ~~not~~imposed ~~exceed~~by ~~the~~law, ~~greater~~is ofauthorized to:

1.● adopt ~~1% of the then outstanding shares of our common stock~~resolutions; or

12● to issue the shares;

2.● to ~~The~~fix ~~average weekly trading volume of our common stock during~~ the ~~four~~number ~~calendar weeks preceding the date on which notice~~ of ~~the~~shares; ~~sale is filed with the Securities and Exchange Commission.~~

~~Sales under Rule 144 are also subject~~ ● to ~~manner~~change ~~of sale provisions, notice requirements and~~ the ~~availability~~number of ~~current~~shares ~~public~~constituting ~~information about us. Any person who is not deemed to have been our affiliate at~~ any ~~time~~series; ~~during the 90 days preceding a sale,~~ and who owns shares within the definition of “restricted securities” under Rule 144 under the Securities Act that were purchased from us, or any affiliate, at least one year previously, is entitled to sell such shares under Rule 144(k) without regard to the volume limitations, manner of sale provisions, public information requirements or notice requirements.

~~Future sales of restricted common stock under Rule 144 or otherwise or of the shares could negatively impact the market price of our common stock. We are unable~~ ● to ~~estimate~~provide ~~the~~for ~~number of shares that may be sold in the future by our existing stockholders~~ or ~~the~~change ~~effect, if any, that sales of shares by such stockholders will have on~~ the ~~market price of our common stock prevailing from time to time. Sales of substantial amounts of our common stock by existing stockholders could adversely affect prevailing market prices.~~following:

~~Holders~~- the voting powers;

As- ~~of the date of this Annual Report, we have 58,483,250 shares of $0.001 par value common stock issued and outstanding held by 91 shareholders of record.~~designations;

preferences; and

relative, participating, optional or other special rights, qualifications, limitations or restrictions, including the following:

* dividend rights (including whether dividends are cumulative);

* dividend rates;

* terms of redemption (including sinking fund provisions);

* redemption prices;

* conversion rights; and

* liquidation preferences of the shares constituting any class or series of the preferred stock.

In each of the listed cases, we will not need any further action or vote by the stockholders.

One of the effects of undesignated preferred stock may be to enable the Board of Directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock pursuant to the Board of Director’s authority described above may adversely affect the rights of holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. Accordingly, the issuance of shares of preferred stock may discourage bids for the common stock at a premium or may otherwise adversely affect the market price of the common stock.

Dividends

WeThe ~~have~~payment ~~never~~of ~~declared~~dividends oris ~~paid~~subject ~~any~~to ~~cash~~the ~~dividends~~discretion onof ~~its~~our ~~common~~Board ~~stock. For~~of ~~the~~Directors ~~foreseeable~~and ~~future~~will depend, weamong ~~intend~~other tothings, ~~retain~~upon ~~any~~our earnings, toour ~~finance~~capital ~~the~~requirements, ~~development~~our ~~and~~financial ~~expansion~~condition, ofand ~~our~~other ~~business,~~relevant ~~and~~factors. doWe have not ~~anticipate~~paid ~~paying~~or declared any ~~cash~~ dividends onupon our common stock~~. Any~~ ~~future~~since ~~determination~~our toinception ~~pay~~and, ~~dividends~~by ~~will~~reason ~~be at the discretion~~ of ~~the~~our ~~Board~~present offinancial ~~Directors~~status and ~~will be dependent upon then existing conditions, including~~ our contemplated financial ~~condition~~requirements ~~and~~do ~~results~~not ofanticipate ~~operations,~~paying ~~capital~~any ~~requirements,~~dividends ~~contractual~~upon ~~restrictions,~~our ~~business~~common ~~prospects~~stock ~~and~~in ~~other factors that~~ the ~~board~~foreseeable ~~of directors considers relevant~~future.

~~Securities~~We ~~Authorized~~have ~~for~~never ~~Issuance~~declared ~~Under~~or ~~Equity~~paid ~~Compensation~~any ~~Plans~~cash dividends. We currently do not intend to pay cash dividends in the foreseeable future on the shares of common stock. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our Board of Directors, based upon the Board’s assessment of:

~~The~~● ~~following~~our ~~table~~financial ~~provides the following information as of September 30, 2010, for equity compensation plans previously approved by security holders, as well as those not previously approved by security holders:~~condition;

1.● ~~The number of securities to be issued upon the exercise of outstanding options, warrants and rights~~earnings;

2.● ~~The~~capital ~~weighted-average exercise price of the outstanding options, warrants and rights~~requirements; ~~and~~

3.● ~~Other~~prior ~~than~~claims ~~securities~~of topreferred bestock ~~issued~~to ~~upon~~ the ~~exercise~~extent ofissued ~~the~~and outstanding; ~~options, warrants~~ and ~~rights, the number of securities remaining available for future issuance under the plan.~~

●	other factors, including any applicable laws.

13Therefore, there can be no assurance that any dividends on the common stock will ever be paid.

Securities Authorized for Issuance under Equity Compensation Plans

	Number of options		Weighted average exercise price per share		Weighted average remaining contractual life (in years)
Balance, September 30, 2009		-	$	-		-
Granted		-		-		-
Exercised		-		-		-
Expired / cancelled		-		-		-
Balance, September 30, 2010		-	$	-		-
Granted		-		-		-
Exercised		-		-		-
Expired / cancelled		-		-		-
Balance, September 30, 2011		-	$	-		-
Granted		6,000,000		1.17		3.875
Exercised		-		-		-
Expired / cancelled		-		-		-
Balance, September 30, 2012		6,000,000	$	1.17		3.875

Recent Sales of Unregistered Securities

InOn ~~April~~August ~~2008~~14, 52012,~~000,000~~ ~~shares~~we ~~were~~ issued ~~to Bryan Sawarynski in reliance on the exemption under Section 4(2) of the Securities Act of 1933~~5,263,493 ~~as amended (the “Act”). These~~ shares of ~~our~~ common stock ~~qualified for exemption since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due~~ to ~~the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered~~Mr. WeHaddock ~~did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the shareholder had the necessary investment intent~~ as ~~required~~compensation ~~by Section 4(2) since he agreed to and received share certificates bearing a legend stating that such shares are restricted~~ pursuant to ~~Rule~~his ~~144~~employment ~~of the 1933 Securities Act~~agreement. ~~This~~The ~~restriction ensures that these~~ shares ~~would not be immediately redistributed into the market and therefore not be part~~ of acommon ~~“public~~stock ~~offering.”~~were ~~Based~~issued onpursuant ~~an analysis of the above factors, we have met the requirements~~ to ~~qualify for exemption under~~ Section 4(a)(2) of the Securities Act of 1933 ~~for this transaction~~.

InOn September ~~2008~~25, we2012, ~~completed a Regulation D Rule 506 offering in which~~ we ~~sold~~issued ~~542~~1,~~750~~000,000 shares of common stock to 34an ~~investors,~~employee ~~at a price per share~~ of ~~$0.10~~the ~~per~~Company ~~share~~pursuant ~~for~~to anhis ~~aggregate~~employment ~~offering price of $54,275~~agreement. The ~~Common~~shares ~~Stock~~of ~~issued~~common instock ~~our~~were ~~Regulation D, Rule 506 Offering was~~ issued inpursuant ato ~~transaction not involving a public offering in reliance upon an exemption from registration provided by Rule 506 of Regulation D of the Securities Act of 1933. In accordance with~~ Section ~~230.506~~ 4(ba)(12) of the Securities Act of 1933~~, these shares qualified for exemption under the Rule 506 exemption for this offerings since it met the following requirements set forth in Reg~~. ~~§§230.506:~~

~~(A)~~Repurchase ~~No general solicitation or advertising was conducted by us in connection with the offering~~ of any of the Shares. (B) At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws. (C) Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security. (D) The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or sale requirements of the securities laws of the United States or any of its states. (E) None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.Securities

~~Please~~On ~~note~~August ~~that~~29, ~~pursuant to Rule 506~~2012, ~~all~~we ~~shares~~entered ~~purchased~~into ina ~~the~~stock ~~Regulation~~purchase Dagreement ~~Rule 506 offering completed in September 2008 were restricted in accordance~~ with ~~Rule~~a ~~144~~stockholder of the ~~Securities~~Company. ~~Act~~Pursuant ofto ~~1933.~~the ~~In addition~~agreement, ~~each~~the ofCompany ~~these~~repurchased ~~shareholders~~4,000,000 ~~were~~shares ~~either accredited as defined in Rule 501 (a)~~ of ~~Regulation~~its Dcommon ~~promulgated~~stock ~~under~~for ~~the~~$200,000 ~~Securities Act~~ or ~~sophisticated~~$0.05 asper ~~defined~~share infrom ~~Rule 506(b)(2)(ii) of Regulation D promulgated under~~ the ~~Securities Act~~stockholder.

OnITEM May 19, 2010, we issued 40,000,000 restricted shares of common stock to Idle Media LLC (IM), a Pennsylvania Limited Liability Corporation in consideration of all of the issued and outstanding membership units of Datpiff, LLC, a Pennsylvania Limited Liability Corporation6. ~~The~~ ~~shares~~SELECTED ofFINANCIAL common stock were issued pursuant to Section 4(2) of the Securities Act of 1933. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2). The shares were sold directly by us and did not involve a public offering or general solicitation. The offering was not underwritten and no commissions or finders’ fees were paid. The recipients of the shares were afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to the sale of the shares, had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision.DATA

Not applicable

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Except for the historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this Report. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the risks described in “Forward-Looking Statements,” Item 1A “Risk Factors” and elsewhere in this Report. Our discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included herein and with the understanding that our actual future results may be materially different from what we currently expect.

RESULTS OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 2012 AS COMPARED TO SEPTEMBER 30, 2011

REVENUES AND GROSS MARGINS

Revenues were $3,709,578 for the year ended September 30, 2012 as compared to $2,899,608 for the year ended September 30, 2011, an increase of $809,970 or 28%. This increase was due to increased advertising sales of $678,685 or 24% coupled with increases in our gaming sales of $127,217 or 264%. Our overall increase in advertising revenues can be attributed to the success of our DatPiff.com website. As traffic increases on the DatPiff.com website, advertisers are more inclined to purchase space from us.

Cost of sales for the years ended September 30, 2012 and 2011 was $1,280,739 and $1,222,164, respectively. The increase of $58,575 or 5% was attributed to an increase in wages and server costs. The increase in traffic to our DatPiff.com website results in additional costs associated with the operation and maintenance of the website, as well as an increase in developer and server costs correlating to the increase in traffic on the website. Gross profit was $2,428,839 for the year ended September 30, 2012 and $1,677,444 for the year ended September 30, 2011. Gross profit percentage increased 8% due to increased sales.

OPERATING INCOME / LOSS

Loss from operations for the year ended September 30, 2012 was $1,782,475 as compared to income from operations for the year ended September 30, 2011 of $544,122, a decrease of $2,326,597 or 428%. This was due primarily to an increase in selling, general and administrative costs by $3,087,258 or 281%. This increase was due primarily to the issuance of stock as compensation to certain employees, representing $2,092,846 of the total, as well as the hiring of additional personnel.

NET INCOME / LOSS AND NET INCOME / LOSS PER SHARE

Our net loss for the year ended September 30, 2012 was $1,891,106 or ($0.03) per share. Net income for the year ended September 30, 2011 was $356,495 or $0.01 per share.

LIQUITY AND CAPITAL RESOURCES

At September 30, 2012, we had cash and cash equivalents of $383,546 as compared to $1,120,677 at September 30, 2011. The decrease of $737,131 is due primarily to a decrease in cash provided by operations of $289,134, an increase in cash used in investing activities of $247,997 due to the purchase of several websites for $50,000 from a related party and the purchase of fixed assets for $197,997 which includes the purchase of a building from a related party, and an increase in cash used in financing activities of $200,000 due to the repurchase of 4,000,000 shares of our common stock from a shareholder.

	Year Ended
	September 30,
	2012			2011
Net cash provided by (used in) operating activities	$	(289,134	)	$	710,773
Net cash used in investing activities		(247,997	)		(18,238	)
Net cash used in financing activities		(200,000	)		-
Net increase/(decrease) in Cash		(737,131	)		692,535
Cash and cash equivalents, beginning of period		1,120,677			428,142
Cash and cash equivalents, end of period	$	383,546		$	1,120,677

FUTURE SOURCES OF LIQUIDITY

We expect our primary source of cash during fiscal year 2013 to be net cash provided by operating activities. We expect that continued focus on acquiring new customers will enable us to increase profitable revenues and continue to generate cash flows from operating activities.

If we do not generate sufficient cash from operations, face unanticipated cash needs or do not otherwise have sufficient cash, we have the ability to reduce certain expenses depending on the level of business operation.

Based on current expectations, we believe that our existing cash of $383,546 as of September 30, 2012 and our net cash provided by operating activities and other potential sources of cash will be sufficient to meet our cash requirements for the next twelve months. Our ability to meet these requirements will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may need to raise additional capital through the issuance of debt or equity securities to third parties. There can be no assurance that such financing will be available on terms that are acceptable to us or at all.

OPERATING ACTIVITIES

Net cash used by operating activities was $289,134 for the fiscal year ended September 30, 2012, as compared to net cash provided by operating activities of $710,773 for the fiscal year ended September 30, 2011. The decrease of cash during the year ended September 30, 2012 was primarily due to a net loss of $1,891,106 coupled with decreases in accounts payable of $18,351 and other accrued expenses of $80,597 and increases in accounts receivable of $139,468 and related party accounts receivable of $235,817 (see Note 1 to the Notes to Consolidated Financial Statements), offset by an increase in stock-based compensation of $2,092,846.

Net cash provided by operating activities was $710,773 for the fiscal year ended September 30, 2011. The increase in cash during the year ended September 30, 2011 was due to net income of $356,495 coupled with increases in accrued liabilities of $413,870 and accounts payable of $33,561 and depreciation adjustments of $12,364. These were offset by an increase in accounts receivable of $45,263 and related party accounts receivable of $20,181.

~~MANAGEMENT’S~~INVESTING ~~DISCUSSION AND PLAN OF OPERATIONS~~ACTIVITIES

~~Forward-Looking~~For ~~Statements~~the fiscal year ended September 30, 2012, net cash used by investing activities was $247,997 due to the purchase of several websites for $50,000 from a related party and the purchase of fixed assets for $197,997, including the purchase of our office building for $170,000.

~~The~~For ~~statements~~the ~~contained~~fiscal inyear ~~all~~ended ~~parts~~September ~~of this document that are not historical facts are~~30, ~~or may be deemed to be~~2011, ~~“forward-looking~~net ~~statements”~~cash ~~within~~used ~~the~~by ~~meaning~~investing ~~of Section 27A~~activities ~~of the~~was ~~Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include~~$18, ~~but are not limited to~~238, ~~those~~due ~~relating~~ to the ~~following:~~purchase ~~our~~of ~~ability~~websites tofor ~~secure necessary financing; expected growth; future operating expenses; future margins; fluctuations in interest rates; ability to continue to grow and implement growth~~$15,100 and ~~regarding~~fixed ~~future~~assets ~~growth,~~for ~~cash needs~~$3, ~~operations, business plans and financial results and any other statements that are not historical facts~~138.

~~When~~FINANCING used in this document, the words “anticipate,” “estimate,” “expect,” “may,” “plans,” “project,” and similar expressions are intended to be among the statements that identify forward-looking statements. Our results may differ significantly from the results discussed in the forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, those relating to costs, delays and difficulties related to our dependence on our ability to attract and retain skilled managers and other personnel; the intense competition within our industry; the uncertainty of our ability to manage and continue its growth and implement its business strategy; its vulnerability to general economic conditions; accuracy of accounting and other estimates; our future financial and operating results, cash needs and demand for services; and our ability to maintain and comply with permits and licenses; as well as other risk factors described in this Annual Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those projected.ACTIVITIES

~~Management’s~~For ~~Discussion~~the ~~and~~fiscal ~~Analysis~~year ended September 30, 2012, net cash used for financing activities was $200,000 due to the repurchase of 4.000,000 shares of our common stock from a shareholder for $200,000.

~~Overview~~For the fiscal year ended September 30, 2011, net cash used for financing activities was $-0-.

We were originally incorporated under the laws of the State of Nevada on April 25, 2008, under the name National Golf Emporium, Inc. (“NGLF”). Our prior stated business objective was to create an on-line golf equipment retail store focus on the sale of golf equipment and related items. As of the date of this Current Report, we generated no revenues from that line of business.INFLATION

OnWe ~~March~~believe ~~18,~~our ~~2010,~~operations ~~NGLF~~have ~~entered~~not ~~into~~been ~~a Stock Exchange Agreement~~ and ~~Plan of Reorganization (the “Exchange Agreement”) with Idle Media LLC (“LLC”)~~, ain ~~Limited Liability Corporation formed on September 29, 2008 under~~ the ~~laws~~foreseeable ~~of the State of Pennsylvania~~future, ~~pursuant~~will tonot ~~which~~be ~~NGLF~~materially ~~acquired 1,000 membership units, constituting all of the issued~~ and ~~outstanding~~adversely ~~membership~~affected ~~units,~~by ofinflation ~~DatPiff,~~or ~~LLC~~changing ~~(“DP”), a Pennsylvania Limited Liability Corporation, from LLC in consideration for the issuance of 40,000,000 restricted shares of the common stock of NGLF (“Exchange”)~~prices.

InOFF-BALANCE ~~connection~~SHEET with the Exchange Agreement, Bryan Sawarynski, the Principal NGLF Shareholder, holding 69,000,000, or approximately 85%, of the 81,483,250 total issued and outstanding common stock of NGLF, cancelled his ownership of 63,000,000 common shares of NGLF (“Cancellation”). Subsequent to the Cancellation, Mr. Sawarynski held 6,000,000 shares of common stock of NGLF.ARRANGEMENTS

The Exchange Agreement resulted in a change in control of NGLF, with LLC owning 40,000,000 shares of common stock of NGLF, out of a total of 58,483,250 issued and outstanding shares, after giving effect to the Exchange and CancellationNone. Also, Marcus Frasier and Kyle Reilly were elected directors of NGLF and appointed as its executive officers. As a result of the Exchange Agreement, (i) DP became a wholly-owned subsidiary of NGLF and (ii) NGLF succeeded to the business of DP as its sole business. Accordingly, on February 23, 2010, NGLF amended its articles of incorporation in the State of Nevada to change its name from “National Golf Emporium, Inc.” (“NGLF”) to “Idle Media, Inc.” (“IDLM”). The acquisition of DP was effective as of May 19, 2010. For a more detailed explanation of the above transactions please see the Company’s Form 8-K filed with the SEC on May 24, 2010.

WeITEM ~~have developed and operate a website at the url www~~7A.~~datpiff.com~~ ~~with~~QUANTITATIVE ~~the~~AND ~~goal~~QUALITATIVE toDISCLOSURES ~~create~~ABOUT aMARKET complete music and entertainment resource for broadcasting, promotion, marketing, distribution, licensing, communication and user generated content online. To that end, we have created a platform for fans, bands, artists, and internet DJs and VJs to connect with each other while discovering great music and entertainment. DatPiff.com provides a platform for artists and DJs to upload their music and videos. This content is generated by users of the site and is available to stream and/or download. Users may also embed and share content across the internet. All mixtapes on our site are provided from DJs and Artists for promotional use only. We do not sell mixtapes.RISK

Not applicable

OnITEM ~~August 17, 2010, we announced that we acquired the website www~~8.~~HipHopEarly.com,~~ anFINANCIAL ~~online~~STATEMENTS ~~music~~AND ~~destination~~SUPPLEMENTARY ~~for the latest in Hip Hop single pre-releases for $25,000 in cash from a related party (an officer and director of the Company).~~DATA

OnIDLE ~~August 30~~MEDIA, 2010, we entered into a General Conveyance, Transfer, Assignment and Bill Of Sale with Idle Media LLC, a related-party entity (a majority shareholder of the Company and an entity owned and controlled by an officer and director of Idle Media, IncINC.), pursuant to which we acquired various Internet properties, including, but not limited to, various Uniform Resource Locators (“URLs”), source codes, domain names and other technologies and information necessary to operate the Internet Properties, (the “Assets”). In exchange for the Assets, we paid consideration of US$45,000, in cash, to LLC for the following websites:

Web Property	Cash Amount Paid
Prison Block	$	40,000
Chixr.us	$	4,000
Tweetvibe	$	1,000

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

~~Results~~FOR ofINVESTORS ~~Operations~~

Revenues

	PAGES
IDLE MEDIA, INC. CONSOLIDATED FINANCIAL STATEMENTS (AUDITED):
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	17
CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2012 AND 2011	18
CONSOLIDATED STATEMENTS OF OPERATIONS FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED SEPTEMBER 30, 2012	19
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED SEPTEMBER 30, 2012	20
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED SEPTEMBER 30, 2012	21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	22

We generate revenues primarily from three sources:

1. Advertising from third party referral sources,

2. Paid Subscriptions by users to access premium privileges on our website and

3. Advertising Sponsorships that we attract directly through our own internal efforts.

Advertising revenues are directly correlated with website traffic; the more visitors we have to our website, the more attractive it is for advertising companies to place various types of ads on it. The table below shows a year over year comparison of website traffic information:

	October 2008 – September 2009		October 2009 – September 2010		Change (%)
Visits		69,231,716		110,695,991		59.89	%
Unique Visitors		17,275,157		31,650,895		83.22	%
Pageviews		470,540,170		870,041,199		84.90	%

Additionally, in the past 12 months we have also increased our online portfolio of websites from one site, to six sites, and now have mobile applications across four operating systems, including: Google® Android™; Apple® iPhone® and iTouch™; Palm Pre™ and Pixi™; and Blackberry® 4.6+ devices.

During the years ended September 30, 2010 and 2009, our revenues were distributed, as follows:

	For the years ended
	September 30,						Change
Revenue Source	2010			2009			$			%
Advertising	$	1,334,403		$	543,323		$	791,080		145.60	%
Subscriptions		63,539			65,682			(2,143	)	(3.26	)%
Sponsorships		29,150			17,321			11,829		68.29	%
Less: Returns and allowances		(1,569	)		(1,362	)		(207	)	15.20	%
Total Revenues	$	1,425,523		$	624,964		$	800,559		128.10	%

Subscription revenues declined just over 3% from the year ended September 30, 2009 to 2010. We believe this is attributable to our management deciding to focus less on attracting premium subscribers and more on increasing advertising sources and revenues. Resultantly, we experienced a dramatic 146% increase in third-party advertising revenue and a 68% increase in sponsorship revenues during the year ended September 30, 2010 compared to the year ended September 30, 2009, as we added new advertising providers during the most recent fiscal year.

~~There~~REPORT ~~can~~OF beINDEPENDENT noREGISTERED ~~assurance~~PUBLIC ~~that~~ACCOUNTING we will continue to experience similar revenue growth in future periods, sustain current revenue levels or that we will be able to replace revenues from our current advertisers with revenues from others.FIRM

~~Operating~~To ~~Expenses~~the Board of Directors and Stockholders

In the course of our operations, we incur operating expenses composed primarily of server costs, software licenses, merchant fees and general and administrative costs. General and administrative expenses are essentially the cost of doing business, and encompass, without limitation, the following: licenses; taxes; general office expenses, such as postage, supplies and printing; utilities; bank charges; website costs; and other miscellaneous expenditures not otherwise classified. For the years ended September 30, 2010 and 2009, the components of our operating expenses were, as follows:

	For the years ended
	September 30,					Change
Expense	2010			2009			$			%
Server costs	$	329,171		$	331,167	$	(1,996	)		(0.60	)%
Scanning software		51,164			53,247		(2,083	)		(3.91	)%
Merchant fees		4,163			4,720		(557	)		(11.80	)%
General and administrative		113,237			12,025		101,212			841.68	%
		(4,500	)		-		(4,500	)	NMF%
Total Operating Expenses	$	493,235		$	401,159	$	92,076			22.95	%

Overall expenses increased by 23% from the year ended September 30, 2009 to the comparable period ended September 30, 2010. A significant portion of the increase is attributable to material increases in: (1) marketing expenses, as we hosted public concerts and events in efforts to promote and generate awareness of our web properties; and (2) professional fees, primarily related to accounting and consulting fees associated with being a public reporting entity.

Merchant fees incurred as a result of processing credit/debit card transactions for subscription payments decreased $557, or 12%, year over year, primarily due to the decline in subscription revenues generated during the fiscal year ended September 30, 2010, relative to the year ended September 30, 2009.

Music scanning fees are paid to Audible Magic, a third-party audio fingerprinting technology service that scans all music uploaded to Datpiff.com for potential copyright infringement. Audio files identified as containing copyrighted material is automatically identified and prevented from being made available on our site. The slight decrease in scanning software fees, during the year ended September 30, 2010 compared to the year ended September 30, 2009, is primarily attributable to credits received from Audible Magic for slight problems with the software we experienced.

Server costs are directly related to the hosting of our website, storage of content and archival of data, and are integral to our business. We use third-party companies specializing in hosting and data storage, which charge us based upon bandwidth and storage use. In the comparable years ended September 30, 2010 and 2009, server costs remained relatively stable, decreasing less than 1% year over year, despite our experiencing a substantive increase in web traffic over the same period.

Our management cautions that the variations in all expense categories are not accurate indications of long-term trends and ongoing expenses will continue to vary drastically from period to period.

Income Taxes and Net Income

During the year ended September 30, 2010, we realized net income of $746,523, after deducting provision for income taxes of $185,765. In the comparable year ended September 30, 2009, provision for income taxes were $0, which resulted in net income of $223,805. Year-over-year, net income increased approximately 234%, or $522,718, from the year ended September 30, 2009 to September 30, 2010. Our net profit margin during the year ended September 30, 2010 was 52%, compared to 36% in the year ago period ended September 30, 2009.

Liquidity and Capital Resources

As of September 30, 2010, we had $381,494 of cash on hand compared to a September 30, 2009 balance of $70,694 of cash on hand. This increase in cash was generated organically, primarily through operating activities. During the year ended September 30, 2010, we generated cash from operating activities of $797,038, compared to generating cash from operating activities of $149,389 in the year ended September 30, 2009.

Cash utilized in investing activities was $325,517 for the year ended September 30, 2010 compared to no cash used during the same period in 2009. Cash used was due primarily to loans made to a related party entity (majority shareholder of Idle Media, Inc. and entity owned and controlled by an officer and director of Idle Media, Inc.) to cover various operational expenditures of the entity in the amount of $222,045. We also utilized cash for software development and software purchases during the year ended September 30, 2010, necessary for the pursuit of our business objectives and growth strategy.

Cash used by financing activities was $160,721 for the year ended September 30, 2010 compared to cash used of $78,695 in 2009. The reduction in retained earnings of $166,824 during the year ended September 30, 2010 and $78,695 in the year ended September 30, 2009 is attributable primarily to distributions made to Idle Media, LLC (a majority shareholder of the Company and an entity owned and controlled by an officer and director of Idle Media, Inc.), which was the sole equity member of DatPiff, LLC prior to the acquisition by us of DatPiff, LLC.

Given what we believe to be a competitive edge in the advertising sales market, we are confident our strengths will allow us to achieve our planned objectives, and to generate adequate levels of working capital throughout the fiscal year ended September 30, 2011. These assumptions, however, may not adequately encapsulate unforeseen economic or industry specific factors that may be beyond our control. These external forces may restrict growth and advertising spending by our clients, which could, in turn, adversely affect our operations.

Our management does not expect to incur research and development costs.

We do not have any off-balance sheet arrangements.

We currently do not own any significant plant or equipment that we would seek to sell in the near future.

We have not paid for expenses on behalf of any of our directors. Additionally, we believe that this fact shall not materially change.

Plan of Operation

Our management continues to focus on the following initiatives to expand our operations over the next fiscal year:

1. Host Additional Live Concert Series Events. We began to launch a series of live concerts throughout the United States and expect to continue to do so periodically. We feature our most popular DJs and Artists and bring them from the web to our fans, live and in person. Our first DatPiff Live Concert was held on June 10, 2010 at the Brooklyn Masonic Temple and featured talent from the New York City area.

On September 8, 2010, we held another Live Concert Series event at S.O.B.’s in New York City. The event sold out, was webcast worldwide, via Ustream at http://www.datpiff.com/live, and was covered by over 25 media outlets, including MTV, Global Grind, Vibe and others. The show was professionally taped by Blastro using three cameras. DatPiff is compiling a DVD that it expects to release in the coming months.

2. Pursue Strategic Partnerships. We have and will continue to seek to enter into strategic partnerships with the goal of delivering the best experience for users and increase opportunities for companies to advertise on our Internet properties. Strategic partnerships allow us to enhance, expand upon and complement our product offerings and increase our market penetration by joining with companies that have significantly greater resources and complementary expertise to ours.

3. Remain Innovative by Investing in New Services and Technologies. We plan to continue to innovate by investing in product development to improve our services, expand the breadth of our service offerings, and maintain compatibility with popular technology standards. We are actively tapping the mobile device market by bringing its website content to the Apple® iPhone® and iPod touch™, Palm Pre™ and Pixi™ and Android™ devices, allowing users to stream, view, search, comment and rate content on the go.

On June 16, 2010, we introduced our first application specifically for smartphone devices: DatPiff Mobile. The DatPiff Mobile application is free and offers DatPiff's complete collection of mixtapes, videos and aggregated news on various handheld devices. DatPiff Mobile also features streaming, view and search capabilities, comment, rate and favorite on the go. Currently, DatPiff Mobile is available for the Apple® iPhone® and iPod touch™, Android™, Blackberry®, as well as the Palm Pre™ and Pixi™. Development is also underway for Microsoft's upcoming Windows Phone 7 platform. Our Palm Pre™ and Pixi™ application has been honored by Palm in its Webos Hot Apps competition, winning an award for the Palm OS version of DatPiff Mobile.

Idle Media's gaming revenue model will incorporate both pay-to-play as well as free-to-play with in-app purchases. Facebook Credits, a virtual currency platform used for gaming apps, gives users a fast and easy way to buy virtual goods including items from the Facebook Gift Shop. Facebook Credit is currently being tested and once made available to all developers, Idle Media will incorporate into its Facebook game application(s).

4. Continue to expand through acquisitions of strategic technologies or properties. Prior to becoming a public company, our focus was primarily on internal development of websites and services. During the year ended September 30, 2010, we have made a distinct effort to expand our business by strategically acquiring websites and source code that could provide us with technology and knowledge we can use to develop additional revenue generating properties.

To that end, on June 28, 2010, we acquired Backyard Buddies, a popular gaming application on the social media website www.Facebook.com. Via this foray into online gaming, management plans to incorporate both pay-to-play as well as free-to-play with in-app purchases. Furthermore, having the source code for Backyard Buddies will allow our development team to more easily and readily develop additional Facebook applications for that websites more than 400,000,000 registered members.

On July 20, 2010, we acquired three more websites: www.prisonblock.com, www.chixr.us, and www.tweetvibe.com. These websites provided instant access to markets we had previously not targeted. Prison Block is an online gaming application that provides access to a demographic of young male users, while Chix R Us taps into the female niche. Tweetvive provides access to 'themes' for Twitter user profiles.

Most recently, on August 17, 2010, the Company announced that it had acquired www.HipHopEarly.com, an online music destination for the latest in Hip Hop single pre-releases. This acquisition fits synergistically with DatPiff.com's current audience and customer base.

We may hire independent web developers over the next 12 months to provide certain services or work on specific projects on our behalf. At this time, these developers are expected to be hired on a contracted basis, not as employees.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires us 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. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, recoverability of intangible assets, and contingencies and litigation. We base our estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our consolidated financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources, primarily the valuation of intangible assets. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our consolidated financial statements.

Principles of Consolidation

The consolidated financial statements include the accounts of Idle Media, Inc. (Nevada corporation), and its wholly-owned subsidiary Datpiff, LLC (Pennsylvania limited liability corporation). All significant inter-company balances and transactions have been eliminated. Idle Media, Inc. and Datpiff, LLC will be collectively referred herein to as the “Company”.

Revenue recognition

The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable.

The Company generates revenue when it is realizable and earned, as evidenced by click-throughs occurring on advertisers’ sponsored listings, the display of a banner advertisement or the fulfillment of subscription listing obligations. The Company enters into contracts to distribute sponsored listings and banner advertisement with its direct and indirect advertisers. Most of these contracts are short-term, do not contain multiple elements and can be cancelled at anytime. The indirect advertisers provide the Company with sponsored listings with bid prices (what their advertisers are willing to pay for each click-through on those listings). The Company recognizes its portion of the bid price based upon the contractual agreement. Sponsored listings and banner advertisements are included as search results in response to keyword searches performed by consumers on its website. Revenue is recognized when earned based on click-through activity to the extent that collection is reasonably assured from credit worthy advertisers.

The Company generates subscription revenue from weekly, monthly and annual premium subscriptions for downloading music on its website. Revenue is recognized on a straight line basis over the subscription period. The Company receives payment from its customers at the start of the subscription period and the Company records deferred revenue for the unearned portion of the subscription period. For the monthly and annual subscriptions, the Company utilizes a mid-month method convention to record revenue.

The Company generates revenue from sponsorships on their website. The sponsorship revenue is recorded upon receipt of the payment and is generally for a short period of time. The sponsorships allow artists a prominent placement on the Company’s website to increase their chances of downloading their music.

Concentrations

For the years ended September 30, 2010 and 2009, 4 customers accounted for 59% of sales and 5 customers accounted for 75% of the sales, respectively. As of September 30, 2010 and 2009, 4 customers accounted for 80% of the accounts receivable balance and 2 customers accounted for 54% of the accounts receivable balance, respectively.

Recent Accounting Pronouncements

The Company has evaluated the recent accounting pronouncements through ASU 2010-29 and believes that none of them will have a material effect on the company’s financial statements, except for the one listed below.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following documents (pages F-1 to F-12) form part of the report on the Financial Statements

	PAGE
Report of Independent Registered Public Accounting Firm - De Joya Griffith & Company, LLC	21
Report of Independent Registered Public Accounting Firm - Seale & Beers, CPAs	22
Balance Sheets	23
Statements of Operations	24
Statement of Stockholders’ Deficit	25
Statements of Cash Flows	26
Footnotes	27

De Joya Griffith & Company, LLC

CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

Report of Independent Registered Public Accounting Firm

To The Board of Directors and Stockholders

Idle Media, Inc.

We have audited the accompanying consolidated balance ~~sheet~~sheets of Idle Media, Inc. (~~formerly National Golf Emporium, Inc.) (~~the “Company”) as of September 30, ~~2010,~~2012 and 2011 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the ~~year~~years then ended. ~~These~~Idle ~~financial~~Media, ~~statements~~Inc.’s ~~are~~management ~~the~~is ~~responsibility~~responsible offor ~~the~~these ~~Company's~~financial ~~management~~statements. Our responsibility is to express an opinion on ~~the~~these financial statements based on our ~~audit~~audits.

We conducted our ~~audit~~audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our ~~audit~~audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements~~. An~~, ~~audit also includes~~ assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Idle Media, Inc. ~~(formerly National Golf Emporium, Inc.)~~ as of September 30, ~~2010,~~2012 and 2011 and the results of their operations and their cash flows for the ~~year~~years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ De Joya Griffith ~~& Company~~, LLC

/s/ De Joya Griffith & Company, LLC

Henderson, Nevada

~~January~~December 1227, ~~2011~~ 2013

~~2580~~Corporate ~~Anthem~~Headquarters: ~~Village Drive, Henderson, NV 89052~~

~~Telephone~~De ~~(702)~~Joya ~~563-1600 ● Facsimile~~Griffith, ~~(702) 920-8049~~LLC

212580 Anthem Village Drive, Henderson, NV 89052 Phone: (702) 563-1600 Fax: (702) 920-8049

~~SEALE AND BEERS, CPAs~~17

~~PCAOB~~IDLE &MEDIA, ~~CPAB~~INC. ~~REGISTERED~~AND ~~AUDITORS~~SUBSIDIARIES

www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Datpiff, LLC

We have audited the accompanying balance sheets of Datpiff, LLC as of September 30, 2009 and 2008, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the year ended September 30, 2009, from inception on September 29, 2008 through September 30, 2008, and from inception on September 29, 2008 through September 30, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Datpiff, LLC as of September 30, 2009 and 2008, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the year ended September 30, 2009, from inception on September 29, 2008 through September 30, 2008, and from inception on September 29, 2008 through September 30, 2009, in conformity with accounting principles generally accepted in the United States of America.

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs

Las Vegas, Nevada

May 5, 2010

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

IDLE MEDIA, INC.

FORMERLY NATIONAL GOLF EMPORIUM, INC.

CONSOLIDATED BALANCE SHEETS

	September 30,			September 30,
	2010			2009
ASSETS
Current assets:
Cash	$	381,494		$	70,694
Accounts receivable		266,087			120,421
Total current assets		647,581			191,115
Other assets:
Software development costs		26,572			-
Software, net		6,555			-
Website, net		66,568			-
Total other assets		99,695			-
Total assets	$	747,276		$	191,115
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	72,248		$	29,569
Deferred revenues		10,224			14,347
Income tax payable		185,765			-
Total current liabilities		268,237			43,916
Total liabilities		268,237			43,916
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
as of September 30, 2010 and September 30, 2009		-			-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 58,483,250 and 40,000,000 shares issued and outstanding
as of September 30, 2010 and September 30, 2009, respectively		58,483			40,000
Additional paid-in capital		6,000			-
Note receivable – related party		(222,045	)		-
Retained earnings		636,601			107,199
Total stockholders’ equity		479,039			147,199
Total liabilities and stockholders’ equity	$	747,276		$	191,115

(AUDITED)

See Accompanying Notes to Consolidated Financial Statements

	September 30,
	2012			2011
ASSETS

Current assets:
Cash and cash equivalents	$	383,546		$	1,120,677
Accounts receivable		399,220			259,752
Prepaid expenses		71,750			33,000
Total current assets		854,516			1,413,429

Fixed assets, net		188,952			2,351
Intangible assets, net		20,460			36,650
Total assets	$	1,063,928		$	1,452,430

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	111,252		$	142,178
Deferred revenue		16,630			15,109
Accrued expenses and other current liabilities		459,384			539,979
Total current liabilities		587,266			697,266
Total liabilities		587,266			697,266

Stockholders' equity:
Preferred stock, $.001 par value; 10,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $.001 par value; 100,000,000 shares authorized, 64,746,743 and 58,483,250 shares issued at September 30, 2012 and 2011, respectively		64,746			58,483
Additional paid-in capital		2,079,583			17,223
Related party receivable		(260,298	)		(24,481	)
Retained earnings (accumulated deficit)		(1,207,369	)		703,939
Treasury stock		(200,000	)		-
Total stockholders' equity		476,662			755,164
Total liabilities and stockholders' equity	$	1,063,928		$	1,452,430

23The accompanying notes are an integral part of the consolidated financial statements.

~~IDLE MEDIA, INC.~~18

~~FORMERLY~~IDLE ~~NATIONAL GOLF EMPORIUM~~MEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the
	years ended
	September 30,
	2010			2009
Revenue
Advertising revenue	$	1,334,403		$	543,323
Subscription revenue		63,539			65,682
Sponsorship revenue		29,150			17,321
Less: Returns and allowances		(1,569	)		(1,362	)
Net revenue		1,425,523			624,964
Operating expenses:
Server costs		329,171			331,167
Scanning software		51,164			53,247
Merchant fees		4,163			4,720
General and administrative		113,237			12,025
Forgiveness of debt		(4,500	)		-
Total operating expenses		493,235			401,159
Net income before provision for income tax		932,288			223,805
Provision for income tax		(185,765	)		-
Net income	$	746,523		$	223,805
Net income per share – basic and fully diluted	$	0.02		$	0.01
Weighted average number of		46,836,271			40,000,000
shares outstanding – basic and fully diluted

(AUDITED)

See Accompanying Notes to Consolidated Financial Statements

	For the Years Ended September 30,
	2012			2011

Advertising and sponsorship revenue	$	3,529,618		$	2,850,933
Subscription and gaming revenue		175,407			48,190
Other revenue		4,553			485
Total revenue		3,709,578			2,899,608

Cost of sales		1,280,739			1,222,164

Gross Profit		2,428,839			1,677,444

Operating expenses:
Selling, general and administrative		4,187,410			1,100,151
Depreciation and amortization		20,588			12,364
Research and development		3,316			20,807
Total operating expenses		4,211,314			1,133,322

Income (loss) from operations		(1,782,475	)		544,122

Net income (loss) before provision for income taxes		(1,782,475	)		544,122
Provision for income taxes		(108,631	)		(187,627	)

Net income (loss)	$	(1,891,106	)	$	356,495

Income (loss) per common share - basic	$	(0.03	)	$	0.01

Weighted average shares of common stock outstanding - basic		64,746,743			58,483,250

24 The accompanying notes are an integral part of the consolidated financial statements.

~~IDLE MEDIA, INC.~~19

~~FORMERLY~~IDLE ~~NATIONAL GOLF EMPORIUM~~MEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHOCKHOLDERS’EQUITY

(AUDITED)

	Preferred Stock				Common Stock				Additional paid-in			Related party			Treasury			Retained			Total
	Shares		Amount		Shares		Amount		capital			receivable			Stock			Earnings			Equity
Balance - September 30, 2010		-	$	-		58,483,250	$	58,483	$	17,223		$	(4,300	)	$	-		$	347,444		$	418,850

Distributions		-		-		-		-		-			-			-			-			-

Accounts receivable, related party		-		-		-		-		-			(20,181	)		-			-			(20,181	)

Net income		-		-		-		-		-			-			-			356,495			356,495

Balance - September 30, 2011		-	$	-		58,483,250	$	58,483	$	17,223		$	(24,481	)	$	-		$	703,939		$	755,164

Accounts receivable, related party		-		-		-		-		-			(235,817	)		-			-			(235,817	)

Purchase of asset from related party		-		-		-		-		(36,798	)		-			-			(20,202	)		(57,000	)

Stock issuance Haddock		-		-		5,263,493		5,263		1,731,689			-			-			-			1,736,952

Stock issuance Riley		-		-		1,000,000		1,000		289,000			-			-			-			290,000

Options Frasier		-		-		-		-		65,894			-			-			-			65,894

Settlement of debt with related party		-		-		-		-		12,575			-			-			-			12,575

Purchase of treasury stock		-		-		-		-		-			-			(200,000	)		-			(200,000	)

Net loss		-		-		-		-		-			-			-			(1,891,106	)		(1,891,106	)

Balance - September 30, 2012		-	$	-		64,746,743	$	64,746	$	2,079,583		$	(260,298	)	$	(200,000	)	$	(1,207,369	)	$	476,662

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

IDLE MEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

											Notes
									Additional		Receivable						Total
	Preferred Shares				Common Shares				Paid-In		Related			Retained			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Party			Earnings			Equity
September 29, 2008
Issuance of common stock for expenses paid		-	$	-		40,000,000	$	40,000	$	-	$	-		$	(37,323	)	$	2,677
Net loss															(2,677	)		(2,677	)
Balance, September 30, 2008		-		-		40,000,000		40,000		-		-			(40,000	)		-
September 30, 2009
Distributions															(76,606	)		(76,606	)
Net income															223,805			223,805
Balance, September 30, 2009		-		-		40,000,000		40,000		-		-			107,199			147,199
April 30, 2010
Distributions															(166,824	)		(166,824	)
May 19, 2010
Recapitalization						18,483,250		18,483							(33,075	)		(14,592	)
June 15, 2010
Settlement of related party advance															(17,222	)		(17,222	)
June 30, 2010
Donated capital										6,000								6,000
September 30, 2010
Notes receivable due from related party												(222,045	)					(222,045	)
Net income															746,523			746,523
Balance, September 30, 2010		-	$	-		58,483,250	$	58,483	$	6,000	$	(222,045	)	$	636,601		$	479,039

(AUDITED)

See Accompanying Notes to Consolidated Financial Statements

	For the Year Ended September 30,
	2012			2011
Cash flows from operating activities:
Net income (loss)	$	(1,891,106	)	$	356,495
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		20,588			12,364
Employee stock based compensation		2,092,846			-
Changes in operating assets and liabilities:
Accounts receivable		(139,468	)		(45,263	)
Related party receivable		(235,817	)		(20,181	)
Prepaid expenses		(38,750	)		(33,000	)
Accounts payable		(18,351	)		33,561
Deferred revenue		1,521			(7,073	)
Accrued expenses and other current liabilities		(80,597	)		413,870
Net cash (used in) provided by operating activities		(289,134	)		710,773

Cash flows from investing activities:
Purchase of fixed assets		(197,997	)		(3,138	)
Purchase of intangible assets		(50,000	)		(15,100	)
Net cash used in investing activities		(247,997	)		(18,238	)

Cash flows from financing activities:
Repurchase of treasury stock		(200,000	)		-
Net cash used in financing activities		(200,000	)		-

Net increase (decrease) in cash		(737,131	)		692,535

Cash and cash equivalents beginning of period		1,120,677			428,142

Cash and cash equivalents at end of period	$	383,546		$	1,120,677

Supplemental disclosure of cash flow information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

Non-cash investing and financing activities:
Accounts payable assumed by related party	$	(12,575	)	$	-
Settlement of related party accounts receivable	$	235,817		$	-

25The accompanying notes are an integral part of the consolidated financial statements

~~IDLE MEDIA, INC.~~21

~~FORMERLY~~IDLE ~~NATIONAL GOLF EMPORIUM~~MEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the
	years ended
	September 30,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	746,523		$	223,805
Adjustments to reconcile net income
to net cash provided by operating activities:
Expenses paid by the sole member		-			2,089
Impairment expense		833			-
Forgiveness of debt		(4,500	)		-
Depreciation and Amortization		3,777			-
Changes in operating assets and liabilities:
Increase in accounts receivable		(145,666	)		(120,421	)
Increase in accounts payable		14,429			29,569
(Decrease) increase in deferred revenue		(4,123	)		14,347
Increase in income tax payable		185,765			-
Net cash provided by operating activities		797,038			149,389
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for notes receivable - related party		(222,045	)		-
Payments for software development costs		(26,572	)		-
Payments for software		(76,900	)		-
Net cash used in investing activities		(325,517	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions		(166,824	)		(78,695	)
Donated capital		6,000			-
Cash acquired at merger		103			-
Net cash used in financing activities		(160,721	)		(78,695	)
NET INCREASE IN CASH		310,800			70,694
CASH AT BEGINNING OF YEAR		70,694			-
CASH AT END OF YEAR	$	381,494		$	70,694
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Settlement of related party advance	$	17,222		$	-
Acquisition of fixed assets at merger	$	833		$	-
Acquisition of security deposit at merger	$	500		$	-
Acquisition of accounts payable at merger	$	(33,250	)	$	-

See Accompanying Notes to Consolidated Financial Statements

IDLE MEDIA, INC. (FORMERLY NATIONAL GOLF EMPORIUM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 AND 2011

(AUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

~~The~~Idle Media, Inc. (together with its subsidiaries, the “Company”) was incorporated under the laws of the State of Nevada on April 25, 2008 as “National Golf Emporium, Inc. ~~(“NGLF~~”). The Company was organized to create an online retail golf equipment store focusing on golf equipment and related items. Activities during the development stage include developing the business plan and raising capital.

On February 23, 2010, the Company amended its articles of incorporation and changed its name from National Golf Emporium, Inc. to Idle Media, Inc.

On March 18, 2010, ~~Idle~~the ~~Media,~~Company ~~Inc.~~ entered into a Stock Exchange Agreement and Plan of Reorganization ~~with~~(the ~~Idle~~“Exchange ~~Media~~Agreement”) with Zoeter, LLC to(formerly ~~acquire~~Idle 1Media,~~000~~ ~~membership~~LLC) ~~units,~~(“Zoeter”) ~~constituting~~to ~~all~~acquire 100% of the issued and outstanding membership units of ~~Datpiff~~DatPiff, LLC (“DatPiff”) in consideration for the issuance to Zoeter of 40,000,000 restricted shares of common stock of Idle Media, Inc. (the “Exchange”). Closing of the Exchange ~~Agreement~~ was contingent upon ~~Datpiff,~~DatPiff ~~LLC~~ supplying ~~the~~its audited financial statements ~~of Datpiff, LLC,~~ as required by Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) among other terms and conditions specified in the ~~Stock~~ Exchange Agreement.

In connection with the ~~Stock~~ Exchange Agreement, Bryan Sawarynski, the ~~Principal~~then ~~NGLF~~principal ~~Shareholder~~shareholder of the Company, holding 69,000,000, or approximately 85%, of the 81,483,250 then total issued and outstanding shares of common stock of ~~NGLF~~the Company, agreed to cancel his ownership of 63,000,000 common shares ~~of NGLF~~ (the “Cancellation”). Subsequent to the Cancellation, Mr. Sawarynski ~~will~~held ~~hold~~ 6,000,000 shares of common stock of ~~NGLF~~the Company.

On May 19, 2010, the ~~transactions~~Exchange and Cancellation were completed, ~~and~~resulting ~~resulted~~ in a change in control of ~~NGLF~~the Company, with ~~LLC~~Zoeter owning 40,000,000 shares of common stock of ~~NGLF~~the Company, ~~out~~or of68.4% ~~a total~~ of the 58,483,250 then total issued and outstanding shares~~, after giving effect to the Exchange and Cancellation~~. ~~Also,~~ ~~Marcus~~As ~~Frasier~~a ~~and~~result ~~Kyle Reilly were elected directors~~ of ~~NGLF~~the ~~and~~consummation ~~appointed as its executive officers. As a result~~ of the Exchange ~~Agreement~~, (i) DPDatPiff became a wholly-owned subsidiary of ~~NGLF~~the Company and (ii) ~~NGLF~~the Company succeeded to the business of DPDatPiff as its sole business. ~~Accordingly,~~ ~~on February 23~~Also, ~~2010,~~Marcus ~~NGLF~~Frasier ~~amended~~(the ~~its~~sole ~~articles~~member of ~~incorporation~~Zoeter) inand ~~the~~Kyle ~~State~~Reilly ofwere ~~Nevada~~elected todirectors ~~change~~of ~~its~~the ~~name~~Company ~~from~~and ~~“National~~appointed ~~Golf~~as ~~Emporium,~~its ~~Inc.”~~executive ~~to “Idle Media, Inc~~officers.”

For accounting purposes, the acquisition of ~~Datpiff,~~DatPiff ~~LLC~~ by Idle Media, Inc. has been recorded as a reverse acquisition of a public company and recapitalization of ~~Datpiff,~~DatPiff ~~LLC~~ based on the factors demonstrating that ~~Datpiff,~~DatPiff ~~LLC~~ represents the accounting acquirer. ~~Idle~~ ~~Media,~~The ~~Inc.~~Company changed its business direction and now develops and manages DatPiff.com, a website of free mixtapes for consumers to download music from new and upcoming Rap and Hip Hop artists, as well as other music, music video and game websites and mobile phone applications.

Principles of Consolidation

The consolidated financial statements include the accounts of Idle Media, Inc. (a Nevada corporation), and its wholly-owned subsidiary ~~Datpiff~~DatPiff, LLC (a Pennsylvania limited liability ~~corporation~~company). All significant inter-company balances and transactions have been eliminated. Idle Media, Inc. and ~~Datpiff,~~DatPiff ~~LLC~~are ~~will be~~ collectively referred ~~herein~~ to herein as the “Company”.

Critical Accounting Policies

Use of estimates

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

Cash and ~~Cash~~cash ~~Equivalents~~equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. ~~At times such balances may be in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limit. As of September 30, 2010, the Company had $131,494 over the FDIC insurance limit.~~

Accounts receivable

The Company uses the allowance method to account for uncollectible accounts receivable. Accounts receivable are presented net of an allowance for doubtful accounts ofwhich was $-0- for both years. Accounts receivable balances were of $399,220 and $0259,752 as of September 30, ~~2010~~2012 and ~~2009~~2011, respectively.

IDLE MEDIA, INC. (FORMERLY NATIONAL GOLF EMPORIUM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Intangible assets

~~Software~~The ~~development~~Company ~~costs~~capitalizes ~~for~~the ~~internal-use~~costs ~~are~~related ~~recorded~~to atthe ~~cost~~purchase ~~and~~of ~~are~~software ~~capitalized~~to ~~during~~be ~~the~~used ~~application development stage. Expenditures~~ for ~~preliminary project activities and post implementation activities are expensed as incurred~~operations. Amortization is provided over the estimated useful lives of 3three years ~~of the related assets~~ using the straight-line method for financial statement purposes. The Company will commence amortization once the economic benefits of the assets begin to be consumed and they plan to record amortization once the software is completed and is fully operational. As of September 30, 2010, the Company has not commenced amortization.

The Company capitalizes the costs associated with the development of the Company’s websites pursuant to ASC 350. Other costs related to the ~~purchase~~maintenance of ~~software~~the towebsites beare ~~used~~expensed ~~for~~as ~~operations~~incurred. Amortization is provided over the estimated useful lives of 3three years using the straight-line method for financial statement purposes. ~~The Company commenced amortization during the fourth quarter of the year ended September 30, 2010 once the economic benefits of the assets began to be consumed.~~

The Company ~~capitalizes~~reviews the ~~costs~~carrying ~~associated~~value ~~with~~of intangible assets for impairment whenever events and circumstances indicate that the ~~development~~carrying ofvalue may not be recoverable from the ~~Company’s~~estimated ~~website~~future ~~pursuant~~cash flows expected to ~~ASC~~result ~~Topic~~from ~~350~~its use and eventual disposition. ~~Other~~ ~~costs~~In ~~related~~cases towhere ~~the~~undiscounted ~~maintenance~~expected offuture ~~the~~cash ~~website~~flows are ~~expensed~~less asthan ~~incurred. Amortization~~the iscarrying ~~provided~~value, ~~over~~an ~~the~~impairment ~~estimated~~loss ~~useful~~is ~~lives~~recognized ofequal 3to ~~years~~the ~~using~~amount by which the ~~straight-line~~carrying ~~method~~value ~~for~~exceeds ~~financial~~the ~~statement~~fair ~~purposes~~value. The ~~Company~~factors ~~commenced~~considered ~~amortization~~by ~~during~~management in performing this assessment include current operating results, trends and prospects, the ~~fourth~~manner ~~quarter~~in ofwhich the ~~year~~property ~~ended~~is ~~September~~used, 30and the effects of obsolescence, ~~2010~~demand, ~~once~~competition ~~the~~and other economic ~~benefits~~factors. ofBased ~~the~~on ~~assets~~this ~~began~~assessment tothere bewas ~~consumed~~no impairment as September 30, 2012 or 2011.

The Company reviews the carrying value of intangible assets for impairment whenever events and circumstances indicate that the carrying value may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to the amount by which the carrying value exceeds the fair value. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as September 30, 2010.

	September 30, 2012			September 30, 2011
Software	$	48,572		$	48,572
Less: accumulated amortization		(28,112	)		(11,922	)
Intangible assets, net	$	20,460		$	36,650

Amortization expense charged to operations was $16,190 and $11,158 for the years ended September 30, 2012 and 2011, respectively.

Fair value of financial instruments

The Company adopted the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, and deferred revenue, approximate their fair market value based on the short-term maturity of these instruments. The Company did not identify any other assets or liabilities that are required to be presented in the consolidated balance sheets at fair value in accordance with ASC 820.

Revenue recognition

~~The~~We ~~Company~~recognize ~~recognizes~~ revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided; to(3) the ~~customer~~collection of our fees is reasonably assured; and (34) the amount of fees to be paid ~~by the customer~~ is fixed or determinable;. ~~and~~For ~~(4)~~ online sales, the ~~collection~~products ofor ~~our~~services ~~fees~~are isconsidered ~~probable~~delivered at the time the products or services are made available, digitally, to the end user.

~~The~~We ~~Company~~generate ~~recognizes~~revenues ~~revenue~~through ~~when~~music itdownload issubscriptions ~~realizable~~available ~~and earned, as evidenced by click-throughs occurring~~ on ~~advertisers’~~our ~~sponsored listings~~website, ~~the~~sales ~~display~~ of avirtual ~~banner~~currency ~~advertisement~~within orour ~~the~~online ~~fulfillment~~gaming of subscription listing obligations. The Company enters into contracts to distribute sponsored listings and banner advertisement with its direct and indirect advertisers. Most of these contracts are short-termplatforms, ~~do not contain multiple elements~~ and ~~can be cancelled at anytime. The indirect advertisers provide~~ the ~~Company~~sale ~~with sponsored listings with bid prices (what their advertisers are willing to pay for each click-through on those listings). The Company recognizes its portion~~ of ~~the~~advertising ~~bid price based upon the contractual agreement. Sponsored listings and banner advertisements are included as search results in response to keyword searches performed by consumers~~ on ~~its website. Revenue is recognized when earned based on click-through activity to~~ the ~~extent~~Company’s ~~that collection is reasonably assured from credit worthy advertisers~~websites.

The Company generates subscription revenue from weekly, monthly and annual premium subscriptions for downloading music on its website. Revenue is recognized on a straight-line basis over the subscription period. The Company receives payment from its customers at the start of the subscription period and the Company records deferred revenue for the unearned portion of the subscription period. For the monthly and annual subscriptions, the Company utilizes a mid-month method convention to record revenue.23

~~The~~Music ~~Company~~Subscriptions ~~generates revenue from sponsorships on their website. The sponsorship revenue is recorded upon receipt of the payment~~ and isOnline generally for a short period of time and there is no guaranteed time period for the sponsorship. The sponsorships allow artists a prominent placement on the Company’s website to increase their chances of downloading their music.Game

28We operate our games as live services that allow players to play for free. Within these games, players can purchase virtual currency to obtain virtual goods to enhance their game-playing experience. Players can pay for our virtual currency using credits or other payment methods such as credit cards or PayPal. Payments received from our on-line customers are non-refundable. Revenue from sales of virtual currency is recognized at the time the product is made available, digitally, to the end user.

~~IDLE~~Artists ~~MEDIA,~~and ~~INC.~~DJs pay for downloading of their music without restriction as well as more prominent placement on the Company’s websites (~~FORMERLY~~sponsorship/features). ~~NATIONAL~~Our ~~GOLF~~music ~~EMPORIUM~~subscriptions are paid in advance, ~~INC~~typically for monthly, quarterly or annual duration.) Subscription revenue is recognized ratably over the related subscription time period.

~~NOTES~~We TOestimate ~~CONSOLIDATED~~chargebacks ~~FINANCIAL~~from ~~STATEMENTS~~third-party payment processors to account for potential future chargebacks based on historical data and record such amounts as a reduction of revenue.

~~NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~Advertising

We have contractual relationships with agencies, advertising brokers and certain advertisers for advertisements within certain of our games and websites. We recognize advertising revenue for branded virtual goods and sponsorships, engagement advertisements and offers, mobile advertisements and other advertisements as advertisements are delivered to customers as long as evidence of the arrangement exists, the price is fixed or determinable, and we have assessed collectability as reasonably assured. Price is determined to be fixed or determinable when there is a fixed price in the applicable evidence of the arrangement, which may include a master contract, insertion order, or a third-party statement of activity. For branded virtual goods and sponsorships, we determine the delivery criteria has been met based on delivery information from our internal systems. For engagement advertisements and offers, mobile advertisements, and other advertisements, delivery occurs when the advertisement has been displayed or the offer has been completed by the customer, as evidenced by third-party verification reports supporting the number of advertisements displayed or offers completed.

Stock-based compensation

The Company records stock -based compensation in accordance with the guidance in ASC ~~Topic~~ 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Earnings per share

The Company follows ASC ~~Topic~~ 260. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted ~~earnings~~EPS ~~per common share~~ calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the EPS computation. As of September 30, ~~2010~~2012 and ~~2009~~2011, the Company’s ~~did not have any~~ common stock equivalents were anti-dilutive.

Concentrations

For the years ended September 30, ~~2010~~2012 and ~~2009~~2011, 4two customers accounted for 59approximately 48% of sales and 5five customers accounted for 79approximately 75% of ~~the~~ sales, respectively. As of September 30, ~~2010~~2012 and ~~2009~~2011, 4four customers accounted for 6876% of the accounts receivable balance and 2four customers accounted for 5480% of the accounts receivable balance, respectively.

Income taxes

The Company follows ASC ~~Topic~~ 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC ~~Topic~~ 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of September 30, ~~2010~~2012, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

The Company classifies tax-related penalties and net interest as income tax expense. AsThe ofCompany ~~September,~~has ~~2010~~recognized $108,631 and $~~185~~187,~~765~~627 ofas income tax expense ~~has~~(recovery) ~~been~~for ~~incurred~~the periods ended September 30, 2012 and 2011, respectively.

The Company had elected its tax status in accordance with pass through taxation until May 18, 2010. As these types of entities are not taxpaying entities for federal or state income tax purposes, no income tax expense or income tax benefit has been recorded for the year ended September 30, 2009. Income or losses are reflected in the stockholders' individual income tax returns. The Company’s status as a partnership for federal income tax purposes was terminated, effective May 18, 2010.

IDLE MEDIA, INC. (FORMERLY NATIONAL GOLF EMPORIUM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent pronouncements

~~The~~In ~~Company~~May 2011, ~~has~~the ~~evaluated~~Financial Accounting Standards Board (the ~~recent~~“FASB”) ~~accounting~~issued ~~pronouncements~~authoritative ~~through~~guidance ~~ASU~~that ~~2010-29~~is intended to align the principles for fair value measurements and ~~believes~~the ~~that~~related ~~none~~disclosure requirements under GAAP and international financial reporting standards. The guidance is effective for interim and annual reporting periods beginning on or after December 15, 2011. The adoption of ~~them~~this ~~will~~guidance ~~have~~has not had a material effect on the ~~company~~Company’s financial ~~statements~~condition, ~~except~~results ~~for~~of ~~the~~operations ~~one~~or ~~listed~~cash ~~below~~flows.

In ~~December~~ ~~2010~~June 2011, the FASB ~~(Financial~~issued ~~Accounting~~authoritative ~~Standards~~guidance ~~Board)~~that ~~issued~~amends ~~Accounting~~the ~~Standards~~presentation ~~Update~~of ~~2010-29~~comprehensive ~~(ASU~~income ~~2010-29)~~in the financial statements by requiring an entity to present the total of comprehensive income, ~~Business~~the ~~Combinations~~components ~~(Topic~~of ~~805):~~net ~~Disclosure~~income and the components of ~~Supplementary~~other ~~Pro~~comprehensive ~~Forma~~income ~~Information~~either ~~for~~in ~~Business~~a ~~Combinations. The~~single ~~amendments~~continuous statement of comprehensive income or in ~~this~~two ~~Update~~separate ~~are~~but ~~effective~~consecutive ~~prospectively~~statements. ~~for~~The ~~business~~update ~~combinations~~also ~~for~~eliminates ~~which~~the option to present the ~~acquisition~~components ~~date~~of isother oncomprehensive orincome ~~after~~as part of the ~~beginning~~statement of ~~the~~equity. ~~first~~The guidance is effective for interim and annual reporting ~~period~~periods beginning on or after December 15, ~~2010. Early~~2011, ~~application~~with isearly adoption permitted. The ~~Company~~adoption ~~does not expect the provisions~~ of ~~ASU~~this ~~2010-29~~guidance tohas ~~have~~not had a material effect on the Company’s financial ~~position~~condition, results of operations or cash flows ~~of the Company, however if the Company may have additional disclosure requirements if the Company completes an acquisition~~.

~~NOTE~~In 2July –2012, ~~NOTES~~the ~~RECEIVABLE~~FASB –issued ~~RELATED~~authoritative ~~PARTY~~guidance that is intended to simplify testing indefinite-lived intangible assets other than goodwill for impairment. The revised standard allows companies to perform a qualitative assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is “more-likely-than-not” that the asset is impaired. The guidance is effective for interim and annual impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of this guidance is not expected to have a material effect on the Company’s financial condition, results of operations or cash flows.

~~Note~~In ~~receivable~~July ~~consists~~2013, the FASB issued Accounting Standards Update “ASU” 2013-11 on “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”. The amendments in this ASU are to improve the ~~following~~current U.S. GAAP because they are expected to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits and will better reflect the manner in which an entity would settle at: the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. Current U.S. GAAP does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This Update applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted.

	September 30, 2010		September 30, 2009
Note receivable to an entity owned and controlled by an officer and director of the Company, the entity is also a majority shareholder of the Company, unsecured, 0% interest, due upon demand	$	222,045	$	-
	$	222,045	$	-

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.

NOTE 32 – ~~SOFTWARE~~DEFERRED ~~DEVELOPMENT COSTS~~REVENUE

~~Software~~As ~~development~~of ~~costs~~September ~~consist~~30, 2012 and September 30, 2011, the Company had deferred revenue of $16,630 and $15,109, respectively. Deferred revenue is mainly related to subscription revenue which is recognized by the ~~following~~Company ~~at:~~over the life of the subscription.

	September 30, 2010		September 30, 2009
Software development costs	$	26,572	$	-
Accumulated amortization		-		-
	$	26,572	$	-

~~Amortization~~NOTE ~~for~~3 ~~the~~– ~~years~~FIXED ~~ended September 30~~ASSETS, ~~2010 and 2009 was $0 and $0, respectively.~~NET

~~NOTE~~Fixed 4assets, –net, ~~SOFTWARE~~consisted ~~COSTS~~of the following:

Software costs consist of the following at:

	September 30, 2012			September 30, 2011
Building	$	163,000		$	-
Computer equipment		31,136			3,137
Less: accumulated deprecation		(5,184	)		(786	)
Property, plant and equipment, net	$	188,952		$	2,351

	September 30, 2010			September 30, 2009
Software costs	$	6,900		$	-
Accumulated depreciation		(345	)		-
	$	6,555		$	-

Depreciation expense charged to operations was $4,398 and $786 for the years ended September 30, 2012 and 2011, respectively.

~~Amortization~~NOTE ~~for~~4 ~~the~~– ~~years~~ACCRUED ~~ended~~EXPENSES ~~September~~AND ~~30,~~OTHER ~~2010~~CURRENT ~~and 2009 was $345 and $0, respectively.~~LIAIBILITIES

30Accrued expenses and other liabilities consisted of the following:

IDLE MEDIA, INC. (FORMERLY NATIONAL GOLF EMPORIUM, INC.)

	September 30,
	2012		2011
Rent payable	$	-	$	51,000
Accrued payroll		45,584		211,244
Other accruals		27,434		-
Tax payable		386,366		277,735
Accrued expenses and other current liabilities	$	459,384	$	539,979

~~NOTES~~NOTE TO5 ~~CONSOLIDATED~~– ~~FINANCIAL~~STOCKHOLDERS’ ~~STATEMENTS~~EQUITY

NOTE 5 – WEBSITE COSTS

Website costs consist of the following at:

	September 30, 2010			September 30, 2009
Website costs	$	70,000		$	-
Accumulated amortization		(3,432	)		-
	$	66,568		$	-

Amortization for the years ended September 30, 2010 and 2009 was $3,432 and $0, respectively.

NOTE 6 – DEFERRED REVENUE

As of September 30, 2010 and September 30, 2009, the Company had deferred revenue of $10,224 and $14,347, respectively. Deferred revenue is mainly related to subscription revenue which is recognized by the Company over the life of the subscription.

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 10,000,000 shares of its $0.001 par value preferred stock. No shares of preferred stock have been issued by the Company.

Common Stock

The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock.

On ~~May~~August 1914, ~~2010~~2012, ~~Idle Media, Inc. completed its Stock Exchange Agreement and Plan of Reorganization with Idle Media, LLC and acquired 1,000 membership units, constituting all of~~ the ~~issued~~Company ~~and outstanding membership units of Datpiff, LLC and~~ issued 405,~~000~~263,~~000~~493 ~~restricted~~ shares of its common stock ofto the Company’s toCOO ~~Idle~~and ~~Media,~~CFO ~~LLC. In~~pursuant ~~connection~~to ~~with~~an ~~the~~employment ~~Stock~~agreement ~~Exchange~~for ~~Agreement,~~ a ~~principal~~fair ~~shareholder~~market ~~cancelled~~value ~~63,000,000~~ of ~~his 69~~$1,~~000~~736,~~000~~953 ~~shares~~based ~~upon~~on the ~~close~~quoted ofmarket ~~the~~price ~~transaction. The transaction resulted in a change~~ of ~~control and management of Datpiff, LLC became~~ the ~~management~~shares ofat the ~~Company. For~~time ~~accounting purposes, the acquisition~~ of ~~Datpiff, LLC by Idle Media, Inc. has been recorded as a reverse acquisition of a public company and recapitalization of Datpiff, LLC based on~~ the ~~factors~~agreement ~~demonstrating that Datpiff, LLC represents the accounting acquirer.~~ (~~See~~$0.33 ~~Note~~per 1share).

On ~~June~~August 1529, ~~2010~~2012 the Company purchased 4,000,000 shares of its common stock in a ~~related~~privately ~~party~~negotiated ~~forgave~~transaction from a shareholder for $17200,~~223~~000. ofThe ~~related~~shares ~~party~~are ~~advances~~shown ~~and~~at ~~the~~cost ~~Company~~as ~~considered~~a itseparate ~~donated~~item ~~capital~~in the consolidated financial statements and ~~recorded~~are itheld as treasury stock. The treasury stock may be retired or used by the Company to ~~additional~~finance ~~paid~~or inexecute ~~capital~~acquisitions or other arrangements.

~~During~~On ~~the year ended~~ September 3025, ~~2010~~2012, ~~a shareholder of~~ the Company ~~paid~~issued ~~for $6~~1,000,000 shares of ~~accounting~~its ~~expenses~~common onstock ~~behalf~~to of the Company~~. The~~’s ~~shareholder~~EVP ~~does~~of ~~not~~Music ~~want~~pursuant to bean ~~repaid~~employment ~~and~~agreement isfor ~~considered~~a ~~donated~~fair ~~capital~~market ~~and~~value ~~recorded~~of to$290,000 ~~additional~~based ~~paid~~on inthe ~~capital~~quoted market price of the shares at the time of the agreement ($0.289 per share).

As of September 30, ~~2010,~~2012 ~~there~~and ~~have~~2011, accounts ~~been~~receivable, norelated ~~other~~party were ~~issuances~~$260,298 ~~of preferred~~ and~~/or~~ ~~common~~$24,481, ~~stock~~respectively.

NOTE 86 – WARRANTS AND OPTIONS

On August 14, 2012, the Company entered into an employment agreement with its President and CEO. The employment agreement is for an initial three-year term and automatically renews every three years subject to the right of either party to terminate upon the giving of notice prior to such automatic renewal within the time periods set forth in the employment agreement. As part of ~~September~~the ~~30,~~agreed ~~2010~~compensation, ~~there~~the ~~were~~Company noissued ~~warrants~~to orthe ~~options~~President ~~outstanding~~and toCEO ~~acquire~~options ~~any~~to ~~additional~~purchase 6,000,000 shares of its common stock. Of such options, 2,000,000 vested on January 31, 2013, and are exercisable at a price of $0.50 per share, 2,000,000 will vest on January 31, 2014, and are exercisable at a price of $1.00 per share, and 2,000,000 will vest on January 31, 2015, and are exercisable at a price of $2.00 per share.

3126

~~IDLE~~The ~~MEDIA~~fair value of the options was estimated at the date of the agreement, ~~INC~~August 14, 2012, using the Black- Scholes Option Pricing Model with the current value of the stock on the agreement date at $0.33; ~~(FORMERLY~~dividend ~~NATIONAL~~yield ~~GOLF~~of ~~EMPORIUM~~0%; risk-free interest rate of 0.39%; volatility rate of 197.64%; and expiration date of three years. The value of the 6,000,000 ~~INC~~options was determined to be $1,686,600. The total value of the options granted is amortized over the life of the options (39 months) as an option expense and included in general and administrative expenses.

~~NOTES~~NOTE TO7 ~~CONSOLIDATED~~– ~~FINANCIAL STATEMENTS~~AGREEMENTS

~~NOTE~~On 9August –14, ~~AGREEMENTS~~2012, the Company entered into an employment agreement with Marcus Frasier, its President and CEO. The employment agreement is for an initial three-year term and automatically renews every three years subject to the right of either party to terminate upon the giving of notice prior to such automatic renewal within the time periods set forth in the employment agreement. Pursuant to the employment agreement, Mr. Frasier is entitled to an annual base salary of $390,000 and was granted a total of 6,000,000 stock options. In addition, Mr. Frasier is entitled to a bonus if the Company meets certain financial thresholds and will receive standard benefits provided by the Company to its executives.

InOn ~~November~~August ~~2008~~14, 2012, the Company entered into aan ~~service~~employment agreement with aRaphael ~~vendor~~Haddock, ~~for~~its aCFO ~~period~~and ofCOO. ~~one~~The ~~year~~employment ~~and~~agreement ~~shall~~is ~~automatically renew~~ for ~~additional~~an ~~one~~initial one-year ~~periods. The~~term ~~agreement~~and ~~can~~automatically berenews ~~terminated~~every byyears subject to the right of either party ~~within~~to 30terminate –upon 60the ~~days~~giving of notice prior to ~~the~~such ~~anniversary~~automatic ofrenewal within the ~~date~~time ofperiods set forth in the employment agreement. ~~The~~ ~~minimum~~Pursuant ~~monthly~~to ~~payment~~the ~~was~~employment $3agreement,~~800~~ Mr. On ~~July~~Haddock ~~15,~~is ~~2009,~~entitled ~~the~~to ~~Company~~an ~~upgraded~~annual ~~its~~base ~~services~~salary ~~agreement~~of ~~with~~$195,000 anand ~~increased~~was ~~monthly~~granted ~~volume~~a ~~and~~total ~~the~~of ~~current~~5,263,493 ~~minimum~~restricted ~~monthly~~shares ~~payment~~of isthe ~~$5,000~~Company’s common stock. ~~The~~ ~~minimum~~In ~~monthly~~addition, ~~payments~~Mr. doHaddock ~~not~~is ~~include~~entitled ~~overage~~to ~~charges~~a ifbonus in the ~~monthly~~CEO’s ~~volume~~discretion isand insubject ~~excess~~to the achievement of ~~the~~certain ~~specified~~growth ~~amounts. The~~objectives ~~future~~as ~~minimum~~set ~~payments~~forth ~~for~~in the ~~next~~employment ~~twelve~~agreement ~~months~~and ~~are~~will ~~$60,000~~receive standard benefits provided by the Company to its executives.

~~During~~In November 2011, the ~~years~~Company ~~ended~~entered ~~September~~into a service agreement with a vendor for a period of one year which automatically renews for additional one-year periods. The agreement can be terminated by either party within 30, ~~2010~~– ~~and~~60 ~~2009,~~days prior to the ~~Company~~anniversary ~~recorded~~of ~~$51,164~~the ~~and~~date of the agreement. The minimum monthly payment is $533,~~247~~475. The minimum monthly payments do not include overage charges if the monthly volume is in excess of ~~scanning~~the ~~software~~specified ~~costs,~~amounts. ~~respectively~~The future minimum payments for the next twelve months are $41,700.

In ~~September~~May ~~2008~~2011, the Company entered into a service agreement with a vendor for a period of ~~two~~one ~~years~~year ~~and~~which ~~shall~~ automatically ~~renew~~renews for additional ~~two~~ one-year periods. The agreement can be terminated by either party if notice is provided more than 30 days prior to the anniversary of the date of the agreement. The minimum monthly payment ~~was~~is $146,~~110~~800. The minimum monthly payments do not include overage charges if the monthly volume is in excess of the specified amounts.

~~During~~In ~~the~~May ~~year ended September 30~~2011, ~~2010~~ the Company ~~has~~entered ~~disputed~~into ~~billings~~a ~~totaling~~service ~~$54,307~~agreement ~~from~~with ~~the~~a vendor for ~~lack~~a period of ~~service~~one year. ~~During~~ ~~April~~The ~~2010, the Company replaced this~~ vendor ~~with~~will make a ~~different~~payment ~~vendor~~to ~~that provides similar services. As of September 30, 2010,~~ the Company ~~recorded~~equal ~~only $12,017 of these disputed bills~~ to ~~accounts~~a ~~payable~~total ~~because~~of ~~they~~$650 ~~feel~~per itday isand ~~probable~~pay ~~that~~various ~~they~~other ~~will~~fees be(depending ~~able~~on tothe ~~settle~~site) ~~this~~during ~~with~~ the ~~vendor~~time atof aan ~~minimum~~advertisement ~~amount~~campaign.

NOTE 108 – RELATED PARTY TRANSACTIONS

~~Office~~During ~~space~~the ~~and~~year ~~services~~ended ~~are~~September ~~provided~~30, ~~without~~2011, ~~charge~~the byCompany ~~the~~recorded ~~managing~~rent ~~member~~for ofits ~~the~~office ~~Company. Such~~space ~~costs~~that ~~are~~was ~~immaterial~~paid to the ~~financial~~Chief ~~statements~~Executive Officer and, ~~accordingly,~~President ~~have~~of ~~not~~the ~~been~~Company. ~~reflected~~Monthly ~~therein~~rent is $3,000. ~~During~~ ~~the~~Rent ~~years~~expense ~~ended~~of $33,000 and $36,000 was recorded for September 30, ~~2010~~2012 and ~~2009~~2011, ~~the~~respectively. ~~president~~In ofMay 2012, the Company ~~has~~entered ~~donated~~into ~~their~~an ~~services~~Agreement of Sale to purchase the ~~Company. In~~office ~~2010~~building ~~and~~from ~~2009,~~ the ~~Company~~Chief ~~relied~~Executive onOfficer ~~its~~and ~~president~~President of the Company for the ~~daily~~independently ~~operations~~appraised value of $170,000. If ~~the~~The ~~president~~sale ~~ceased~~closed ~~working~~on September 17, 2012. In accordance with ~~the~~ASC ~~Company~~820-10-30, ~~then~~the ~~they~~building ~~would~~was ~~have~~recorded ~~difficulty~~at inits ~~executing~~historical ~~the~~book ~~Company’s~~value ~~current~~of ~~business~~$163,000 ~~plan~~with ~~and~~the ~~operations~~remaining ~~without~~$7,000 ~~the~~recorded ~~expertise~~as ofa deemed distribution by the ~~president~~Company.

~~During~~On ~~the~~April ~~year ended September 30~~23, ~~2010~~2012, the Company purchased ~~various websites~~ from ~~the~~Zoeter, ~~president~~its ofmajority ~~the~~shareholder, ~~Company~~website inassets ~~exchange~~ for a cash payment of $7050,000. The website assets had been developed by Zoeter and all associated costs were expensed as incurred. Accordingly, in accordance with ASC 820-10-30, the assets are deemed not to have a historical value and the transaction was recorded as a deemed distribution by the Company.

~~NOTE 11 – INCOME TAXES~~27

AtAs of September 30, ~~2010~~2012 and 2011, the Company ~~had~~recorded accounts receivable, related party in its Consolidated Balance Sheets of $260,298 and $24,481, respectively from Zoeter, an entity owned solely by the Company’s CEO. Due to the control inherent in their relationship and in accordance with ASC 310-10-S99-3, the Company has recorded the outstanding receivables as a ~~federal~~reduction of capital. The receivable in the amount of $24,481 comprises of $586,430 in allocated revenues offset by $245,161 in allocated cost of sales and $319,118 in allocated operating ~~loss~~expenses; ~~carryforward~~the remaining $2,330 relates to cash paid to Marcus Frasier, the Company's CEO primarily for income tax expenses relating to income generated by DatPiff. The receivable in the amount of $0260,298 comprises of $630,138 in allocated revenues offset by $245,505 in allocated cost of sales and $317,403 in allocated operating expenses; the remaining $193,068 relates to $4,524 cash paid to Marcus Frasier, the Company's CEO primarily for income tax expenses relating to income generated by DatPiff and $188,544 transferred to Zoeter, LLC to cover income tax expenses related to income generated by DatPiff, LLC. The Company has determined that Zoeter is legally obligated to repay the receivable and intends to seek an agreement with Zoeter pursuant to which the receivable will be repaid. Since Zoeter is considered a related party, the Company has recorded the receivable from Zoeter as a reduction in stockholders’ equity in accordance with ASC 310-10-S99-3 (SAB Topic 4.G) and Rule 5-02.30 of Regulation S-X.

~~The~~NOTE ~~provision~~9 ~~for~~– ~~income~~INCOME ~~taxes~~TAXES ~~consisted of the following components for the year ended September 30, 2010:~~

Current:
Federal	$	185,765
State		-
Deferred	$	-

The Company provides for income taxes under ASC 740, “Accounting for Income Taxes.” ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

~~Components~~ASC of740 ~~net~~requires the reduction of deferred tax assets, ~~including~~by a valuation allowance, ~~are~~if, asbased ~~follows~~on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, at September 30, ~~2010~~2012 and 2011, the Company determined that a valuation allowance is not needed to reduce deferred tax assets as the Company will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. The total deferred tax liability, net of tax asset is $82,376 which is calculated by multiplying a 35% estimated tax rate by the cumulative net operating income adjusted for the following items:

Deferred tax asset:	$	2,465
	September 30,
Less: Valuation allowance	$	-
	2012			2011
Net deferred tax asset	$	2,465
Net income (loss) before taxes	$	(1,782,475	)	$	544,122
Adjustments:
Meals and entertainment		-			(8,045	)
Stock options issued		65,894			-
Stock based compensation (temporary)		2,026,953			-
Income subject to tax		310,372			536,077
Tax rate		35	%		35	%
Provision for income taxes	$	108,630		$	187,627
Current deferred tax asset		-			-
Income tax liability, net of tax asset(s)		(108,630	)		(187,627	)
Income tax expense (recovery)	$	(108,630	)	$	187,627

~~NOTE~~The 11components –of ~~INCOME~~the ~~TAXES~~deferred ~~(CONTINUED)~~tax assets and liabilities consist of the following:

The valuation allowance for deferred tax assets as of September 30, 2010 was $2,465. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment.

	September 30,
For the period ended December 31,	2012			2011
Deferred tax asset	$	709,434		$	-
Valuation allowance		(709,434	)		-
Current taxes payable, net of tax asset		(108,630	)		(187,627	)
Income tax recovery (expense)	$	(108,630	)	$	(187,627	)

~~Reconciliation~~As ~~between~~of ~~the~~September ~~statutory~~30, ~~rate~~2012, ~~and~~ the ~~effective~~Company ~~tax~~does ~~rate~~not ishave asa ~~follows~~federal atnet ~~September~~operating ~~30,~~loss ~~2010:~~carry-forward.

Federal statutory rate	34	%
State taxes, net of federal benefit	0	%
Change in valuation allowance	34	%
Effective tax rate	34	%

NOTE 10 – CONTINGENCIES

32Our wholly-owned subsidiary, DatPiff, was named in a complaint filed on July 9, 2012 in the United States District Court for the Southern District of New York by Robert Hall, P/K/A “Lord Finesse”, that alleges copyright infringement, unfair competition, unjust enrichment, interference, deceptive trade practices, and a number of related state law claims. On December 9, 2012, the Company settled the action. The settlement was not material to our business, financial condition or results of operations.

~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS~~28

OnNOTE ~~December~~11 ~~10,~~– ~~2010,~~SUBSEQUENT our Board of Directors approved the dismissal of, and did so dismiss on such same date, Seale & Beers, CPAs as our principal certified independent accounting firm. None of the reports of Seale & Beers, CPAs on our financial statements contained any adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except for a going concern paragraph in Seale & Beers, CPAs’ report on its financial statements as of and for either of the past two fiscal years ended December 31, 2009 and 2008.EVENTS

~~During~~Our ~~our~~wholly-owned ~~two~~subsidiary, ~~most~~DatPiff, ~~recent~~was ~~fiscal~~named ~~years~~in ~~and~~a complaint filed on November 21, 2012 in the ~~subsequent~~United ~~interim~~States ~~period~~District ~~through~~Court for the ~~date~~Eastern District of ~~dismissal,~~New ~~there~~York ~~were~~by noPatrick ~~disagreements~~Berlinquette ~~with~~that ~~Seale~~alleges &copyright ~~Beers~~infringement, ~~CPAs~~unfair oncompetition, ~~any~~unjust ~~matter~~enrichment, ofinterference, ~~accounting~~deceptive ~~principles~~trade or practices, ~~financial~~and ~~statement~~a ~~disclosure,~~number orof ~~auditing~~related ~~scope~~state orlaw ~~procedure,~~claims. ~~which~~On ~~disagreement(s)~~December 10, if2012, ~~not~~the ~~resolved~~Company responded to ~~Seale~~the &complaint ~~Beers,~~denying ~~CPAs’~~knowledge ~~satisfaction,~~and ~~would~~information ~~have~~sufficient ~~caused~~to ~~them~~form toa ~~refer~~belief as to the ~~subject~~truth ~~matter~~ of the ~~disagreement(s)~~allegations. inOn ~~connection~~March ~~with~~8, ~~their~~2013, ~~report;~~the ~~and~~Company ~~there~~settled ~~were~~the noaction. ~~"reportable~~The ~~events"~~settlement aswas ~~defined~~not inmaterial ~~Item~~to ~~304~~our ~~(a)(1)~~business, offinancial ~~the~~condition ~~Securities~~or ~~and~~results ~~Exchange~~of ~~Commission's Regulation S-K~~operations.

On ~~December~~May 147, ~~2010~~2013, ~~our Board of Directors approved~~ the ~~engagement of, and we did on such same date engage, De Joya Griffith &~~ Company, ~~LLC,~~received asa ~~our~~subpoena ~~independent~~from ~~registered public accounting firm commencing December 14, 2010, for~~ the ~~fiscal~~Denver ~~year~~Regional ~~ended~~Office ~~December~~of ~~31, 2010. During~~ the ~~two~~SEC ~~most~~seeking ~~recent~~information ~~years~~ and ~~the~~documents ~~subsequent~~concerning ~~interim~~its ~~period~~financial ~~through the date of engagement~~statements, ~~neither~~including ~~we nor anyone engaged on our behalf has consulted with De Joya Griffith & Company, LLC regarding: (i) either~~ the ~~application~~restatement of ~~accounting~~its ~~principles~~financial tostatements ain ~~specified~~connection ~~transaction,~~with ~~either~~an ~~completed~~ongoing orSEC ~~proposed;~~investigation ~~or the type~~ of ~~audit opinion that might be rendered on~~ the ~~Registrant's~~Company. ~~financial~~The ~~statements;~~Company oris ~~(ii)~~cooperating ~~any~~fully ~~matter~~with ~~that was either~~ the ~~subject~~SEC ofwith arespect ~~disagreement~~to ~~(as~~its ~~defined in Item 304(a)(1)(iv) or (v) of Regulation S-K)~~requests.

~~CONTROLS AND PROCEDURES~~29

~~Conclusion~~ITEM ~~Regarding~~9. ~~the~~CHANGES ~~Effectiveness~~IN ofAND ~~Disclosure~~DISAGREEMENTS ~~Controls~~WITH ~~and~~ACCOUNTANTS ~~Procedures~~ON ACCOUNTING AND FINANCIAL DISCLOSURE

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. We evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. As a result of this evaluation, we concluded that our disclosure controls and procedures were effective for the period ended September 30, 2010.

Changes in Internal Control

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgment inherent in the preparation of financial statements is reasonable.

Our management does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Management conducted its evaluation of the effectiveness of our internal controls over financial reporting based on the framework and criteria established in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organization’s of the Treadway Commission (COSO). Based on this evaluation, we concluded that our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) were effective for the year ended September 30, 2010.

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

OTHER INFORMATION

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13(a) -15(e) under the Exchange Act) are controls and other procedures that are designed to ensure that information required to be disclosed by a public company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a public company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures include many aspects of internal control over financial reporting.

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective at September 30, 2012.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting refers to a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel, 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, including those policies and procedures that:

●

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

●

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

It should be noted, however, that because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of the prevention or detection of misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of this Annual Report on Form 10-K for the year ended September 30, 2012, management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures and internal controls over financial reporting, pursuant to Rule 13a-15 under the Exchange Act, based on criteria for effective internal control over financial reporting described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on their evaluation, management identified certain deficiencies as of September 30, 2012, that constituted a material weakness; accordingly, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting was not effective as of September 30, 2012.

Management is continuing its review of our internal control over financial reporting as it believes the following material weaknesses still exist: (i) a lack of senior management personnel who have the requisite GAAP experience to prepare financial statements in accordance with GAAP leading to, among other things, incorrectly consolidating Zoeter as a variable interest entity; (ii) failing to maintain an adequate financial reporting organizational structure to separate the revenues, expenses and other financial activities of Zoeter and the Company leading to, among other things, incorrectly allocating and reporting revenues and expenses of Zoeter and the Company.

In response to the material weaknesses identified above, management, under the supervision of the Chief Executive Officer and Chief Financial Officer, have commenced steps to address the material weaknesses, including completing the transfer of the bank and PayPal accounts from Zoeter to the Company in July 2011, implementing a review of all transactions and book entries from March 15, 2009 through and including June 30, 2012, and appointing Raphael P. Haddock to serve as Chief Financial Officer and Craig DeFranco to serve as Controller, allowing Mr. DeFranco to focus on remediating the identified material weaknesses and preparing restated financial statements. This remediation effort, which is ongoing, has been undertaken both to address the identified material weaknesses and to enhance the Company’s overall financial control environment. Additional remediation steps may be taken as deemed necessary by management.

Changes in Internal Control over Financial Reporting

Except as described above, there were no changes in our internal controls or in other factors that could significantly affect these controls, during our fourth quarter ended September 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

As discussed below under Part III, Item 11 “Executive Compensation — Employment Agreements,” on August 14, 2012, we entered into employment agreements with Marcus Frasier, our President and CEO, and Raphael P. Haddock, our COO, CFO and Secretary.

Mr. Frasier’s employment agreement is for an initial three-year term and automatically renews every three years subject to the right of either party to terminate upon the giving of notice prior to such automatic renewal within the time periods set forth in the employment agreement. Pursuant to the employment agreement, Mr. Frasier is entitled to an annual base salary of $390,000 and was granted a total of 6,000,000 stock options. Of the 6,000,000 options, 2,000,000 vested on January 31, 2013 and are exercisable at a price of $0.50 per share, 2,000,000 will vest on January 31, 2014 and are exercisable at a price of $1.00 per share, and 2,000,000 will vest on January 31, 2015 and are exercisable at a price of $2.00 per share. In addition, Mr. Frasier is entitled to a bonus if the Company meets certain financial thresholds and will receive standard benefits provided by the Company to its executives. A copy of Mr. Frasier’s employment agreement is filed as Exhibit 10.2 to this Report and is hereby incorporated by reference herein.

Mr. Haddock’s employment agreement is for an initial one-year term and automatically renews every year subject to the right of either party to terminate upon the giving of notice prior to such automatic renewal within the time periods set forth in the employment agreement. Pursuant to the employment agreement, Mr. Haddock is entitled to an annual base salary of $195,000 and was granted a total of 5,263,493 restricted shares of the Company’s common stock. The restricted shares may not be sold by the executive, provided that such shares will become saleable in 1,754,498 blocks during the 12 month periods ending January 30, 2014, 2015 and 2016 if the Company’s market value reaches specific indicators, and will become fully vested if the Company or any of its assets is sold in whole or in part for at least $20 million. In addition, Mr. Haddock is entitled to a bonus in the CEO’s discretion and subject to the achievement of certain growth objectives as set forth in the employment agreement and will receive standard benefits provided by the Company to its executives. A copy of Mr. Haddock’s employment agreement is filed as Exhibit 10.4 to this Report and is hereby incorporated by reference herein.

PART III

~~DIRECTORS,~~ITEM ~~EXECUTIVE~~10. ~~OFFICERS~~DIRECTORS AND ~~CORPORATE~~EXECUTIVE ~~GOVERNANCE~~OFFICERS.

~~Each~~Pursuant ofto ~~our~~a ~~directors~~Special isMeeting ~~elected~~of by the ~~stockholders~~Board toof Directors at which a ~~term~~quorum ofwas ~~one~~present ~~(1) year~~on ~~and~~July ~~serves~~9, ~~until~~2012, ~~his~~the ~~successor~~Board isof ~~elected~~Directors nominated and ~~qualified~~appointed Raphael P. ~~Each~~ ~~officer~~Haddock, isthe ~~appointed~~Company’s byChief Operating Officer, as Chief Financial Officer, Secretary and a member of the Board of Directors toin aaddition ~~term~~to ofcontinuing ~~one~~in ~~(1) year~~his ~~and~~role ~~serves~~as ~~until~~Chief ~~his~~Operating ~~successor~~Officer. isIn ~~duly~~conjunction ~~elected~~with ~~and~~this ~~qualified~~appointment, orCraig ~~until~~DeFranco hewas isreassigned ~~removed~~ from ~~office~~Chief Financial Officer to the position of Controller of the Company. ~~The~~ In addition, Kyle Reilly resigned as a member of the Board of Directors ~~has~~and noas ~~nominating,~~Secretary ~~auditing~~of orthe ~~compensation~~Company. ~~committee~~Mr. Reilly will continue to serve as an employee of the Company.

The ~~following~~members ~~table~~of ~~sets~~our ~~forth~~Board ~~certain~~of ~~information~~Directors ~~regarding~~serve ~~the~~for ~~executive~~one ~~officers~~year terms and ~~directors~~are ofelected at the ~~Company~~next asannual meeting of ~~September 30~~stockholders, ~~2010:~~or until their successors have been elected. The officers serve at the pleasure of the Board of Directors.

Name	Position	Period of Service (1)
Marcus Frasier	President and CEO	May 19, 2010 to current
Kyle P. Reilly	Secretary	May 19, 2010 to current

The following sets forth information about our directors and executive officers as of the date of this report:

Background of Directors, Executive Officers, Promoters and Control Persons

Name

Age

Position

Term Commencing

Marcus Frasier

Chief Executive Officer, President and Director

Since 5/19/10

Raphael P. Haddock

Chief Operating Officer, Chief Financial Officer, Secretary and Director

COO since 9/7/11

CFO, Secretary and Director since 7/9/12

Marcus Frasier~~: Since March 2005~~, ~~Mr.~~Chief ~~Frasier~~Executive ~~has~~Officer ~~been president of Idle Media LLC, our principal shareholder~~ and ~~Datpiff LLC our wholly owned subsidiary corporation, both of which are engaged in the business of Internet music.~~President

~~Kyle P. Reilly:~~ Since ~~July~~March ~~2008~~2005, Mr. ~~Reilly~~Frasier has been ~~director~~president of ~~operations~~Zoeter, our principal stockholder, and ~~web~~until ~~content~~consummation ~~manager~~of ~~for~~the ~~Idle~~Exchange, ~~Media~~of ~~LLC~~DatPiff, ~~and~~now ~~Datpiff~~our ~~LLC~~wholly owned subsidiary, both of which are engaged in the ~~business~~creation ofand ~~Internet~~maintenance ~~music. From~~of ~~April 2007 to November 2007, Mr~~websites. ~~Reilly was a small business counselor with Dun & Bradstreet. From April 2007 to November 2007,~~ Mr. ~~Reilly~~Frasier ~~was~~has ~~district~~been ~~manager~~Chief ~~for~~Executive ~~Conseco Health Insurance Co. From December 2006 to March 2007~~Officer, ~~Mr.~~President ~~Reilly was manager~~ and ~~director~~a Director of ~~operations~~the ~~for~~Company ~~Sunset~~since ~~Grille~~May ~~located in Allentown, Pennsylvania~~2010. ~~From April 2005 to November 2006, Mr. Reilly was sales manager for Monumental Life Insurance Co., Allentown, Pennsylvania.~~

Raphael P. Haddock, Chief Financial Officer, Chief Operating Officer, Secretary

Since September 7, 2011, Mr. Haddock has been the Chief Operating Officer of the Company. On July 9, 2012, Mr. Haddock was also appointed Chief Financial Officer, Secretary and a Director of the Company. Mr. Haddock brings significant operational expertise due to his experience as an executive. Between 2009 and 2011, Mr. Haddock served as Managing Director of the advisory business of Hudson Square Research, an institutional equity research boutique focusing on Technology, Media and Telecommunications (TMT) and the consumer sector. Between 2005 and 2009, Mr. Haddock was a partner with Lenox Hill Partners, LLC, a New York based private equity consulting firm, focusing on turnarounds, structured debt, and financing.

Family Relationships

~~None~~There are no family relationships among any of our officers or directors.

~~Board~~Involvement ~~Committees~~in ~~and~~Certain ~~Independence~~Legal Proceedings

AtTo ~~September 30, 2010, we were not required to have any independent members of~~ the ~~Board~~best of ~~Directors. However,~~our ~~the board of directors has determined that Mr. Frasier has relationships which~~knowledge, innone ~~the opinion~~ of ~~the~~our ~~board of~~ directors, ~~would~~or ~~interfere~~executive ~~with~~officers ~~the exercise of independent judgment in carrying out the responsibilities of a director~~has, asduring ~~he is not an “independent director,” as defined in~~ the ~~Marketplace~~past ~~Rules~~ten ~~of The NASDAQ Stock Market.~~years:

34■ has been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); ■ had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

~~Section~~■ ~~16(~~been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ■ been found by a) ~~Compliance~~court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of the Company’s Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file. Except as otherwise set forth herein, based solely on review of the copies of such forms furnished to the Company, or written representations that no reports were required, the Company believes that for the fiscal year ended September 30, 2010 beneficial owners did not comply with Section 16(a) filing requirements applicable to them.32

Involvement on Certain Material Legal Proceedings during the Last Five Years

■

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

■

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

NoITEM ~~director,~~11. ~~officer,~~EXECUTIVE ~~significant employee or consultant has been convicted in a criminal proceeding, exclusive of traffic violations~~COMPENSATION.

NoOverview ~~bankruptcy petitions have been filed by or against any business or property~~ of ~~any~~Compensation director, officer, significant employee or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.Program

NoWe ~~director,~~currently ~~officer,~~have ~~significant~~not ~~employee~~appointed ormembers ~~consultant~~to ~~has~~serve ~~been~~on ~~permanently~~the orCompensation ~~temporarily~~Committee ~~enjoined~~of the Board of Directors. Until a formal committee is established, ~~barred~~our entire Board of Directors has responsibility for establishing, ~~suspended~~implementing orand ~~otherwise~~continually ~~limited~~monitoring ~~from~~adherence ~~involvement~~with inthe ~~any~~Company’s ~~type~~compensation philosophy. The Board of ~~business,~~Directors ~~securities~~ensures orthat ~~banking~~the ~~activities~~total compensation paid to the executives is fair, reasonable, and competitive.

NoCompensation ~~director,~~Philosophy ~~officer~~and ~~or significant employee has been convicted of violating a federal or state securities or commodities law.~~Objectives

~~Code~~The Board of ~~Ethics~~Directors believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company and that aligns executives’ interests with those of the stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. As a result of the size of the Company, the Board evaluates both performance and compensation on an informal basis. Upon hiring additional executives, the Board intends to establish a Compensation Committee to evaluate both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of peer companies. To that end, the Board believes executive compensation packages provided by the Company to its executives, including the named executive officers, should include both cash and stock-based compensation that reward performance as measured against established goals.

WeRole ~~have not adopted a Code~~ of ~~Business~~Executive ~~Conduct~~Officers ~~and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions~~ in ~~that~~Compensation ~~our sole officer and director serves in all the above capacities.~~Decisions

~~EXECUTIVE~~The ~~COMPENSATION~~Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers and Directors of the Company. Decisions regarding the non-equity compensation of other employees of the Company are made by management.

Summary Compensation Table

The ~~following~~ table ~~sets~~below ~~forth,~~summarizes ~~for~~ the ~~last~~total ~~two completed fiscal years ended September 30, 2010 and 2009, the cash~~ compensation paid ~~by the Company, as well as certain other compensation paid with respect~~ to ~~those~~or ~~years~~earned ~~and~~by ~~months,~~our ~~to the Chief~~ Executive ~~Officer and~~Officers, tofor the ~~extent~~last ~~applicable,~~three ~~each~~fiscal ofyears ~~the~~ended ~~five~~September ~~other~~30, ~~most~~2012, ~~highly~~2011, ~~compensated~~and ~~executive~~2010. ~~officers of the Company in all capacities in which they served~~

Summary Compensation Table
SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen-sation ($)	Non-qualified Deferred Compen-sation Earnings ($)	All Other Compen-sation ($)	Total ($)
Name and Principal Positions		Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compen-sation	Non-qualified Deferred Compen-sation Earnings	All Other Compen-sation	Total
Marcus Frasier	2010	0	5,807	0	0	0	0	0	5,807
	Year	($)	($)	($)	($)	($)	($)	($)	($)
President and CEO	2009	0	0	0	0	0	0	0	0
Marcus Frasier, (1)	2012	390,000	-0-	-0-	1,686,600	-0-	-0-	-0-	2,076,600
Kyle P. Reilly	2010	0	0	0	0	0	0	0	0
Chief Executive Officer	2011	259,500	-0-	-0-	-0-	-0-	-0-	-0-	259,500
Secretary	2009	0	0	0	0	0	0	0	0
and President	2010	150,500	-0-	-0-	-0-	-0-	-0-	-0-	150,500
Kyle P. Reilly, (2)	2012	86,082	-0-	290,000	-0-	-0-	-0-	-0-	376,082
Former Secretary	2011	74,977	-0-	-0-	-0-	-0-	-0-	-0-	74,977
	2010	58,843	-0-	-0-	-0-	-0-	-0-	-0-	58,843
Raphael P. Haddock,(3)	2012	195,000	-0-	1,736,953	-0-	-0-	-0-	-0-	1,931,953
Chief Operating Officer,	2011	30,000	-0-	-0-	-0-	-0-	-0-	-0-	30,000
Chief Financial Officer	2010	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
and Secretary
Craig L. DeFranco,(4)	2012	66,500	-0-	-0-	-0-	-0-	-0-	-0-	66,500
Former Chief Financial Officer	2011	-0-	-0-	-0-	-0-	-0-	-0-	-0-	0
	2010	-0-	-0-	-0-	-0-	-0-	-0-	-0-	0

(1)

Mr. Frasier was appointed Chief Executive Officer, President, and a Director of the Company on May 19, 2010.

(2)

Mr. Reilly was appointed Secretary and a Director of the Company on May 19, 2010, and on July 9, 2012 Mr. Reilly resigned as Secretary and as a member of the Board of Directors of the Company. Mr. Reilly continues to serve as an employee of the Company.

(3)

Mr. Haddock was appointed Chief Operating Officer on September 7, 2011, and on July 9, 2012 Mr. Haddock was also appointed Chief Financial Officer, Secretary and a Director of the Company.

(4)

Mr. DeFranco was appointed Chief Financial Officer on October 15, 2011 and on July 9, 2012 Mr. DeFranco was reassigned from Chief Financial Officer to the position of Controller of the Company.

Employment Agreements

On August 14, 2012, we entered into an employment agreement with our President and CEO, Mr. Frasier. The employment agreement is for an initial three-year term and automatically renews every three years subject to the right of either party to terminate upon the giving of notice prior to such automatic renewal within the time periods set forth in the employment agreement. Pursuant to the employment agreement, Mr. Frasier is entitled to an annual base salary of $390,000 and was granted a total of 6,000,000 stock options. Of the 6,000,000 options, 2,000,000 vested on January 31, 2013 and are exercisable at a price of $0.50 per share, 2,000,000 will vest on January 31, 2014 and are exercisable at a price of $1.00 per share, and 2,000,000 will vest on January 31, 2015 and are exercisable at a price of $2.00 per share. In addition, Mr. Frasier is entitled to a bonus if the Company meets certain financial thresholds and will receive standard benefits provided by the Company to its executives.

On August 14, 2012, we entered into an employment agreement with our COO and CFO, Mr. Haddock. The employment agreement is for an initial one-year term and automatically renews every year subject to the right of either party to terminate upon the giving of notice prior to such automatic renewal within the time periods set forth in the employment agreement. Pursuant to the employment agreement, Mr. Haddock is entitled to an annual base salary of $195,000 and was granted a total of 5,263,493 restricted shares of the Company’s common stock. The restricted shares may not be sold by the executive, provided that such shares will become saleable in 1,754,498 blocks during the 12 month periods ending January 30, 2014, 2015 and 2016 if the Company’s market value reaches specific indicators, and will become fully vested if the Company or any of its assets is sold in whole or in part for at least $20 million. In addition, Mr. Haddock is entitled to a bonus in the CEO’s discretion and subject to the achievement of certain growth objectives as set forth in the employment agreement and will receive standard benefits provided by the Company to its executives.

Option Grants in Last Fiscal Year

During the year ended September 30, 2011, we did not grant any options to our officers and directors.

On August 14, 2012, we granted 6,000,000 options to our CEO pursuant to his employment agreement. Of the 6,000,000 options, 2,000,000 vested on January 31, 2013 and are exercisable at a price of $0.50 per share, 2,000,000 will vest on January 31, 2014 and are exercisable at a price of $1.00 per share, and 2,000,000 will vest on January 31, 2015 and are exercisable at a price of $2.00 per share.

Director Compensation

Because all of the members of our Board of Directors are also executive officers, we do not currently have an established compensation package for directors, and they do not receive any additional compensation for serving as directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following tables sets forth certain information, to the best of our knowledge, about the beneficial ownership of our common stock on March 31, 2013 by those persons known to us to beneficially own more than 5% of our capital stock and by our directors and executive officers. The percentage of beneficial ownership for the following tables is based on 60,746,743 shares of common stock outstanding as of March 31, 2013.

Beneficial ownership is determined in accordance with the rules of the SEC and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days pursuant to options, warrants, conversion privileges or other rights. The percentage of ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the SEC, that only the person or entity whose ownership is being reported has converted or exercised options or warrants into shares of our common stock.

~~Employment~~Security ~~Contracts~~Ownership ~~And~~of ~~Officers’~~Management ~~Compensation~~and Directors

We do not have employment agreements. Any future compensation to be paid will be determined by our Board of Directors, and an employment agreement will be executed.


Title of Class	Name and Address of Beneficial Owner	Number of Shares	Percent Beneficially Owned
Common	Marcus Frasier, CEO, President 216 S.Centre Avenue Leesport, PA 19533	42,000,000⁽¹⁾	66.9%

Common	Raphael P. Haddock, COO, CFO, Secretary & Director 216 S.Centre Avenue Leesport, PA 19533	5,263,493	8.7%

All Officers and Directors as a Group		47,263,493	75.3%

~~Board~~(1) ~~Committees~~40,000,000 of such shares are indirectly held by Marcus Frasier and directly held by Zoeter. Mr. Frasier, the sole member of Zoeter, controls the voting and disposition of the shares held by Zoeter. In addition, Mr. Frasier has options to purchase a total of 6,000,000 shares. Of such options, 2,000,000 vested on January 31, 2013, 2,000,000 will vest on January 31, 2014 and 2,000,000 will vest on January 31, 2015.

AsVoting of the date of this Current Report, our Board of Directors has not appointed an audit committee, compensation committee or nominating committee, however, we are not currently required to have such committees. Accordingly, we do not have an “audit committee financial expert” as such term is defined in the rules promulgated under the Securities Act and ~~the~~Security ~~Securities~~Ownership ~~Exchange Act~~ of ~~1934,~~Certain asBeneficial amended (the “Exchange Act”). The functions ordinarily handled by these committees are currently handled by our entire Board of Directors. Our Board of Directors intends, however, to review our governance structure and institute board committees as necessary and advisable in the future, to facilitate the management of our business.Owners

Directors’ Compensation


Title of Class	Name and Address of Beneficial Owner	Number of Shares	Percent Beneficially Owned

Common	Zoeter, LLC 216 S.Centre Avenue Leesport, PA 19533	40,000,000⁽¹⁾	65.8%

~~Our~~(1) ~~directors~~Marcus ~~are~~Frasier, ~~not~~our ~~entitled~~CEO toand ~~receive~~President, ~~compensation~~as ~~for~~the ~~services~~sole ~~rendered~~member toof usZoeter, orcontrols ~~for~~the ~~each~~voting ~~meeting~~and ~~attended~~disposition ~~except for reimbursement~~ of ~~out-of-pocket~~the ~~expenses. We~~shares ~~have~~held noby ~~formal or informal arrangements or agreements to compensate our directors for services they provide as directors of our company~~Zoeter.

~~Stock~~ITEM ~~Option~~13. ~~Plan~~CERTAIN ~~And~~RELATIONSHIPS ~~Other~~AND ~~Long-term~~RELATED ~~Incentive~~TRANSACTIONS, ~~Plan~~AND DIRECTOR INDEPENDENCE.

WeTransactions ~~currently~~with doRelated ~~not have existing or proposed option/SAR grants.~~Persons

~~Liability~~Through September 17, 2012, the Company recorded rent for its office space that was paid to Marcus Frasier, the CEO and ~~Indemnification~~President of ~~Officers~~the ~~and~~Company. ~~Directors~~Monthly rent was $3,000. In May 2012, the Company entered into an Agreement of Sale to purchase the office building from the Company’s President for the appraised value of $170,000. On September 17, 2012 the sale closed.

~~Under~~Director ~~our Articles of Incorporation, our directors are not liable for monetary damages for breach of fiduciary duty, except in connection with:~~Independence

·We Acurrently ~~breach~~do ofnot ahave ~~director’s~~any ~~duty~~independent ofdirectors, ~~loyalty~~as tothe usterm or“independent” ~~our~~is ~~stockholders;~~defined ~~· Acts or omissions not~~ in ~~good~~Section ~~faith~~803A orof ~~which~~the ~~involve~~NYSE ~~intentional~~Amex ~~misconduct,~~LLC ~~fraud~~Company orGuide. aSince ~~knowing~~the ~~violation~~OTC ofpink ~~law;~~sheets ·does Anot ~~transaction~~have ~~from~~rules ~~which~~regarding a director ~~received~~independence, anthe ~~improper~~Board ~~benefit;~~of orDirectors ·makes Anits ~~act~~determination oras ~~omission~~to ~~for~~director ~~which~~independence based on the ~~liability~~definition of a“independence” ~~director~~as isdefined ~~expressly provided~~ under ~~Nevada~~the ~~law~~NYSE rules.

Our Articles of Incorporation and Bylaws require us to indemnify our officers and directors and other persons against expenses, judgments, fines and amounts incurred or paid in settlement in connection with civil or criminal claims, actions, suits or proceedings against such persons by reason of serving or having served as officers, directors, or in other capacities, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to our best interests and, in a criminal action or proceeding, if he had no reasonable cause to believe that his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of no contest or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to our best interests or that he or she had reasonable cause to believe his or her conduct was unlawful. Indemnification as provided in our Bylaws will be made only as authorized in a specific case and upon a determination that the person met the applicable standards of conduct. Insofar as the limitation of, or indemnification for, liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or persons controlling us pursuant to the foregoing, or otherwise, we have been advised that, in the opinion of the SEC, such limitation or indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

~~SECURITY~~ITEM ~~OWNERSHIP~~14. OFPRINCIPAL ~~CERTAIN~~ACCOUNTANT ~~BENEFICIAL~~FEES ~~OWNERS~~ AND ~~MANAGEMENT~~SERVICES

~~Security~~De ~~Ownership~~Joya ofGriffith, ~~Certain~~LLC ~~Beneficial~~served ~~Owners~~as our principal independent public accountants for fiscal 2011and 2012. Aggregate fees billed to us for the fiscal years ended September 30, 2012 and ~~Management~~2011 by De Joya Griffith, LLC were as follows:

The following table sets forth certain information regarding beneficial ownership of our common stock as of September 30, 2010.

	For the Fiscal Years Ended September 30,
	2012		2011

(1) Audit Fees⁽¹⁾	$	46,400	$	17,000
(2) Audit-Related Fees⁽²⁾		-0-		-0-
(3) Tax Fees⁽³⁾		3,000		-0-
(4) All Other Fees		-0-		-0-
Total fees paid or accrued to our independent public accountants	$	49,400	$	17,000

·(1) ByAudit ~~each~~Fees ~~person~~include ~~who~~fees isbilled ~~known~~and byexpected usto be billed for services performed to ~~beneficially~~comply ~~own~~with ~~more~~Generally ~~than~~Accepted 5%Auditing Standards (“GAAS”), including the recurring audit of ~~our~~the ~~common~~Company’s ~~stock;~~financial ·statements Byfor ~~each~~such ofperiod ~~our~~included ~~officers~~in this Annual Report on Form 10-K and ~~directors;~~for the reviews of the quarterly financial statements included in the Company’s Quarterly Reports on Form 10-Q filed with the Securities and ·Exchange ByCommission. ~~all~~This category also includes fees for audits provided in connection with statutory filings or procedures related to audit of ~~our~~income ~~officers~~tax provisions and ~~directors~~related asreserves, aconsents ~~group~~and assistance with and review of documents filed with the SEC.

Title Of Class	Name, Title and Address of Beneficial Owner of Shares	Amount of Beneficial Ownership		Percent of Class (1)
Common	Marcus Frasier, President (2) 216 Centre Avenue Leesport, PA 19533		0		0	%
Common	Kyle P. Reilly, Secretary (2) 216 Centre Avenue Leesport, PA 19533		0		0	%
	All Directors and Officers as a group (2 persons)		0		0	%
Common	Idle Media, LLC (2) 216 Centre Avenue Leesport, PA 19533		40,000,000		68	%
Common	Bryan Sawarynski, Former President and CEO 4484 S. Cole Court Morrison, CO 80465		6,000,000		10	%
	Beneficial Owners (2)		46,000,000		78	%

(2)

Audit-Related Fees include fees for services associated with assurance and reasonably related to the performance of the audit or review of the Company’s financial statements. This category includes fees related to assistance in financial due diligence related to mergers and acquisitions, consultations regarding Generally Accepted Accounting Principles, reviews and evaluations of the impact of new regulatory pronouncements, general assistance with implementation of Sarbanes-Oxley Act of 2002 requirements and audit services not required by statute or regulation.

~~Notes~~(3) Tax fees consist of fees related to ~~table:~~the preparation and review of the Company’s federal and state income tax returns.

(1) Beneficial ownership percentages gives effect to the completion of the Exchange and Cancellation, and are calculated based on shares of common stock issued and outstanding. Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act. As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

(2) Marcus Frasier is the sole shareholder, the President and a member of the Board of Directors of Idle Media, LLC. Mr. Frasier is also the sole member of Idle Media, LLC. Kyle P. Reilly is the Secretary and a member of the Board of Directors of Idle Media, LLC.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

During the year ended September 30, 2010, we loaned an entity, owned and controlled by an officer and directors of the Company, an aggregate of $222,045 to cover various operational expenditures of the entity. The loans are due upon demand and bear no interest.

During the year ended September 30, 2010, we purchased various websites from our president in exchange for cash of $70,000.

~~PRINCIPAL~~ITEM ~~ACCOUNTING~~15. ~~FEES~~FINANCIAL STATEMENTS AND ~~SERVICES~~EXHIBITS.

~~The following table sets forth fees billed to us by our independent auditors for the fiscal years ended September 30, 2010 and 2009 for~~ (ia) ~~services~~Financial rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.Statements:

SERVICES	2010		2009
Audit fees	$	10,040	$	-
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-
Total fees	$	10,040	$	-

The financial statements listed in the "Index to Consolidated Financial Statements" at page 38 are filed as part of this report.

~~EXHIBITS~~(b) ~~AND~~Exhibit ~~REPORTS ON FORM 8-K~~Index:

Exhibit Number	Name and/or Identification of Exhibit
3	Articles of Incorporation & By-Laws
	a. Articles of Incorporation (1)
	b. Bylaws (1)
10	Material Agreements
	a. Stock Exchange Agreement and Plan of Reorganization (2)
	b. General Conveyance, Transfer, Assignment and Bill of Sale (3)
31	Rule 13a-14(a)/15d-14(a) Certification
32	Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)
Notes:	(1) Incorporated by reference herein filed as exhibits to the Company’s Registration Statement on Form SB-2 previously filed with the SEC on December 11, 2008.
	(2) Incorporated by reference herein filed as exhibits to the Company’s Current Report on Form 8-K previously filed with the SEC on March 24, 2010.
	(3) Incorporated by reference herein filed as exhibits to the Company’s Current Report on Form 8-K previously filed with the SEC on September 3, 2010.

The following exhibits are filed as part of this registration statement:

Exhibit		Exhibit Description
Number
3.1		Articles of Incorporation dated April 25, 2008 (incorporated by reference to Exhibit 3(i)(a) to the Company’s Registration Statement on Form 10 (Registration No. 000-54736) filed with the SEC on June 13, 2012).
3.2		Certificate of Amendment to Articles of Incorporation dated February 23, 2010 (incorporated by reference to Exhibit 3(i)(b) to the Company’s Registration Statement on Form 10 (Registration No. 000-54736) filed with the SEC on June 13, 2012).
3.3		Bylaws (incorporated by reference to Exhibit 3(ii)(a) to the Company’s Registration Statement on Form 10 (Registration No. 000-54736) filed with the SEC on June 13, 2012).
10.1		Stock Exchange Agreement and Plan of Reorganization dated as of March 18, 2010, by and among the Company, Zoeter, Marcus Frasier and Bryan Sawarynski (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2010).
10.2		Employment Agreement of Marcus Frasier, dated August 14, 2012 (incorporated by reference to Exhibit 10.3 to Amendment No. 5 to the Company’s Registration Statement on Form 10 (Registration No. 000-54736) filed with the SEC on December 24, 2013).*
10.3		Employment Agreement of Raphael Haddock, dated January 17, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 17, 2012).*
10.4		Employment Agreement of Raphael Haddock, dated August 14, 2012 (incorporated by reference to Exhibit 10.4 to Amendment No. 5 to the Company’s Registration Statement on Form 10 (Registration No. 000-54736) filed with the SEC on December 24, 2013).*
10.5		Stock Purchase Agreement, dated as of August 29, 2012, by and among the Company and Monteverde, LP (incorporated by reference to Exhibit 10.5 to Amendment No. 5 to the Company’s Registration Statement on Form 10 (Registration No. 000-54736) filed with the SEC on December 24, 2013).
10.6		Offer to Purchase Agreement, effective May 21, 2012, between the Company and Marcus Frasier (incorporated by reference to Exhibit 10.6 to Amendment No. 5 to the Company’s Registration Statement on Form 10 (Registration No. 000-54736) filed with the SEC on December 24, 2013).
31.1		Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2		Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act.
31.3		Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act.
31.4		Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act.
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase.
101.DEF		XBRL Taxonomy Extension Definition Linkbase.
101.LAB		XBRL Taxonomy Extension Label Linkbase.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase.

*		Compensatory plan, contract or arrangement in which directors or executive officers may participate.

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

InPursuant ~~accordance~~to ~~with~~the ~~Section~~requirements ~~13 or 15(d)~~ of the Securities Exchange Act of 1934, the registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned, ~~thereto~~thereunto duly authorized.

IDLE MEDIA, INC. ~~(Registrant) By: /s/ Marcus Frasier, President & CEO~~

InBy: ~~accordance~~/s/ ~~with~~Marcus ~~the~~Frasier ~~Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:~~

Signature	Title	Date
/s/ Marcus Frasier	President, CEO and Director	January 12, 2011
Marcus Frasier
/s/ Marcus Frasier	Chief Financial Officer	January 12, 2011
Marcus Frasier
/s/ Marcus Frasier	Chief Accounting Officer	January 12, 2011
Marcus Frasier

Marcus Frasier, President and Chief Executive Officer

Date: December 30, 2013

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT: That the undersigned officers and directors of Idle Media, Inc. do hereby constitute and appoint Marcus Frasier and Raphael P. Haddock the lawful attorney and agent or attorneys and agents with power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, or either of them, determine may be necessary or advisable or required to enable Idle Media, Inc. to comply with the Securities and Exchange Act of 1934, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Report. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Report or amendments or supplements thereto, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated opposite the name.

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

By: /s/ Marcus Frasier

Marcus Frasier, President and Chief Executive Officer, Director

(Principal Executive Officer)

By: /s/ Raphael P. Haddock

Raphael P. Haddock, Chief Financial Officer, Director

(Principal Financial Officer)

By: /s/ Craig DeFranco

Craig DeFranco, Controller

Date: December 30, 2013

EXHIBIT LIST

Exhibit Number		Description

3.1		Articles of Incorporation dated April 25, 2008 (incorporated by reference to Exhibit 3(i)(a) to the Company’s Registration Statement on Form 10 (Registration No. 000-54736) filed with the SEC on June 13, 2012).
3.2		Certificate of Amendment to Articles of Incorporation dated February 23, 2010 (incorporated by reference to Exhibit 3(i)(b) to the Company’s Registration Statement on Form 10 (Registration No. 000-54736) filed with the SEC on June 13, 2012).
3.3		Bylaws (incorporated by reference to Exhibit 3(ii)(a) to the Company’s Registration Statement on Form 10 (Registration No. 000-54736) filed with the SEC on June 13, 2012).
10.1		Stock Exchange Agreement and Plan of Reorganization dated as of March 18, 2010, by and among the Company, Zoeter, Marcus Frasier and Bryan Sawarynski (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2010).
10.2		Employment Agreement of Marcus Frasier, dated August 14, 2012 (incorporated by reference to Exhibit 10.3 to Amendment No. 5 to the Company’s Registration Statement on Form 10 (Registration No. 000-54736) filed with the SEC on December 24, 2013).*
10.3		Employment Agreement of Raphael Haddock, dated January 17, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 17, 2012).*
10.4		Employment Agreement of Raphael Haddock, dated August 14, 2012 (incorporated by reference to Exhibit 10.4 to Amendment No. 5 to the Company’s Registration Statement on Form 10 (Registration No. 000-54736) filed with the SEC on December 24, 2013).*
10.5		Stock Purchase Agreement, dated as of August 29, 2012, by and among the Company and Monteverde, LP (incorporated by reference to Exhibit 10.5 to Amendment No. 5 to the Company’s Registration Statement on Form 10 (Registration No. 000-54736) filed with the SEC on December 24, 2013).
10.6		Offer to Purchase Agreement, effective May 21, 2012, between the Company and Marcus Frasier (incorporated by reference to Exhibit 10.6 to Amendment No. 5 to the Company’s Registration Statement on Form 10 (Registration No. 000-54736) filed with the SEC on December 24, 2013).
31.1		Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2		Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act.
31.3		Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act.
31.4		Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act.
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase.
101.DEF		XBRL Taxonomy Extension Definition Linkbase.
101.LAB		XBRL Taxonomy Extension Label Linkbase.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase.

*Compensatory plan, contract or arrangement in which directors or executive officers may participate.

Plan Category

Number of Securities to be issued upon exercise of outstanding options, warrants and rights

Weighted average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders