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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

POST-EFFECTIVE AMENDMENT NO. 2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

____________________________

California News Tech

(Name of small business issuer in its charter)

Nevada	7389	88-0417389
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Code Number)	(I.R.S. Employer Identification No.)

825 Van Ness Street, Suite 406-407

San Francisco, California 94109

(Address and telephone number of principal executive offices)

3273 E. Warm Springs Rd.

Las Vegas, Nevada, 89120

(Name, address and telephone number of agent for service)

3273 E. Warm Springs Rd.

Las Vegas, Nevada, 89120

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are being offered or on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

_________________________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 14, 2005

CALIFORNIA NEWS TECH

10,000 warrants for new Media Sentiment subscribers or Strategic Partners

Each warrant is to purchase 100 shares of common stock at $1 per share, exercisable for 12 months and available only to new Media Sentiment subscribers or Strategic Partners while the warrants last

There are no prior agreements for the Warrants being offered to new Media Sentiment subscribers.

Our common stock is quoted on the OTC Bulletin Board under the symbol “CNTE.”

Offering to new Media Sentiment subscribers and Strategic Partners: We are registering a class of warrants where each warrant is to purchase 100 shares at $1 per share, exercisable for 12 months from the issuance of the warrant. These warrants will be given to each new Media Sentiment subscriber or strategic partner until either no warrants remain or the offering is terminated. The issuance of this class of warrants will be based upon a predetermined formula. Only new Media Sentiment subscribers that purchase an annual subscription will receive warrants. New Media Sentiment subscribers will receive 1 warrant for each annual subscription purchased. Strategic Partners will receive warrants based upon their efforts to assist us in marketing and selling our products. A Strategic Partner will receive 1 warrant for every annual subscription we receive as a result of their efforts to sell and market our products. This offering will commence promptly following the effectiveness of the registration statement. This offering does not have a minimum offering amount. A "subscriber" is any user who pays a monthly or annual amount to have access to our product. A "Strategic Partner" is any person or entity that assists us in marketing or selling our products. Our officers, directors, or employees will not be able to receive warrants as Strategic Partners. We have not identified any Strategic Partners at the present time. This offering will close whenever all warrants are issued. The warrants in this offering are not exercisable in fractions.

The purchase of the securities offered through this prospectus involves a high degree of risk. See section entitled "Risk Factors" beginning on page 6. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The Date of This Prospectus is: __________________, 2005

The Registration Statement on Form SB-2 (Registration No. 333-107300) (as amended, the “Registration Statement”) of California News Tech pertaining to the registration of 1,000 units where one unit includes 1,000 shares of common stock and one warrant to purchase 1,000 shares of common stock for $2 per share, exercisable for 12 months, and the concurrent registration of warrants to new Media Sentiment Subscribers and Strategic Partners where each warrant is to purchase 100 shares at $1 per share, exercisable for 12 months from the issuance of the warrant to which this Post Effective Amendment No. 2 relates, was initially filed with the Securities and Exchange Commission on July 24, 2003.

Post- Effective Amendment No. 1 was filed on August 26, 2005 to deregister those units offered to the general public, where each unit consists includes 1,000 shares of common stock and one warrant to purchase 1,000 shares of common stock for $2 per share, exercisable for 12 months, that remained unsold as of the filing date hereof. The minimum amount of this offering was sold and no proceeds were required to be returned to investors. The number of units specifically deregistered was 750 units.

The removal of units offered to the general public from registration shall not affect the Registrant’s concurrent primary offering of warrants to new DNAshare Subscribers and Strategic Partners where each warrant is to purchase 100 shares at $1 per share, exercisable for 12 months from the issuance of the warrant. The offering of warrants to new DNAshare Subscribers and Strategic Partners was to close whenever all of the warrants were issued, or nine months after May 13, 2004, the effective date of the Registration Statement, whichever was sooner. By filing this Post-Effective Amendment No. 2, California News Tech hereby extends the offering of warrants to new DNAshare subscribers and Strategic Partners and this offering will now expire whenever all of the warrants are issued.

Until ______, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

California News Tech was originally incorporated in Nevada on January 22, 1999, as NewsSurfer.com Corporation. We changed our name to reflect our recently revised business plan in which we focus on providing customers online news media analysis for a monthly subscription fee. This service is called Media Sentiment and can be accessed at www.MediaSentiment.com.

Our online news media analysis service attempts to capture, measure, and graph trends about the way both the American economy in general and specific publicly traded companies are perceived by the news media. We believe that this summarized information about media sentiment can be helpful to our customers because our customers can interpret and track the potential impact of media sentiment on the overall financial markets and as it may affect particular companies.

We have only recently formulated our business plan and commenced operations. Our business operations are therefore in the start-up phase and we have earned only minimal revenues.

Our principal executive offices are located at 825 Van Ness Street, Suite 406-407, San Francisco, California, 94109. Our telephone number is (415) 861-3421.

The Offering
Securities Offered	10,000 warrants with each warrant allowing the purchase of 100 shares of common stock at $1 per share, exercisable for 12 months from the issuance of the warrant. A Media Sentiment subscriber is a person or entity that subscribes through a Subscription Agreement to the Media Sentiment product. A Strategic Partner is any person or entity that assists us in marketing or selling our products. Our officers, directors, or employees will not be able to receive warrants as Strategic Partners. The issuance of this class of warrants will be based upon a predetermined formula. Only new Media Sentiment subscribers that purchase an annual subscription will receive warrants. New Media Sentiment subscribers will receive 1 warrant for each annual subscription purchased. Strategic Partners will receive warrants based upon their efforts to assist us in marketing and selling our products. A Strategic Partner will receive 1 warrant for every annual subscription we receive as a result of their efforts to sell and market our products. These warrants are not exercisable in fractions and all shares underlying the warrant must be purchased upon its exercise.
Minimum	New Media Sentiment subscribers or Strategic partners will be entitled to receive Warrants. In order to receive a warrant, each subscriber will be required to sign and agree to a minimum one year agreement for our online news media analysis services. Each Strategic Partner will be required to sign a Strategic Partner agreement. Our officers, directors, or employees will not be able to receive warrants as Strategic Partners. This offering does not have a minimum offering amount.
Use of Proceeds	We will not receive any proceeds from the issuance of Warrants to new Media Sentiment subscribers or Strategic partners. Assuming that all of the warrants are issued and exercised by new Media Sentiment subscribers or Strategic partners, the gross proceeds received from the warrants will equal $1,000,000.
Best Efforts Offering	The Warrants registered in this offering are being issued on a best efforts basis.
This offering will expire	The offering to new Media Sentiment subscribers and Strategic Partners will close whenever all of the warrants are issued.
Registration of Securities	We are registering the underlying common stock in each of the warrants distributed to Media Sentiment subscribers or Strategic Partners. We are not registering the warrants for resale. The warrants are not tradable, but when exercised into common stock, those common shares are tradable.

Summary Financial Information

	Fiscal year ended: December 31, 2004 (Audited)	Three months ended: June 30, 2005
Balance Sheet Data
Cash	$ 187,020	$ 63,744
Total Assets	$ 491,237	$ 367,049
Liabilities	$ 140,221	$ 143,153
Total Stockholders' Equity	$ 351,016	$ 223,896
Income Statement Data
Net Income <Loss>	$ (84,179)	$ (45,410)

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Due to any of these risks you may lose all or part of your investment.

Since we have generated only minimal revenues, it remains uncertain whether we can achieve commercially viable operations.

We were incorporated on January 22, 1999, and continue to organize our business operations. We are primarily engaged in seeking out our initial service contracts for our new product, Media Sentiment. Until we demonstrate that we can secure an ongoing supply of service contracts and provide the services called for in those contracts, there can be no assurance that our business will achieve commercial viability and provide stock purchasers with an investment they will not lose.

Because we have suffered recurring losses from operations and have a net capital deficiency, our independent accountants believe there is substantial doubt about the company's ability to continue as a going concern without raising additional capital.

We incurred a net loss of $84,179 for the fiscal year ended December 31, 2004, a net loss of $45,410 for the three months ended June 30, 2005, and a net loss of $92,121 for the six months ended June 30, 2005. The future of the Company is dependent on its ability to obtain financing and upon future profitable operations from Media Sentiment. These factors raise substantial doubt that the Company will be able to continue as a going concern.

If we are not able to succeed in marketing our product, making sales and maintaining a large enough customer base to support our business operations, we will not be able to achieve profitable operations.

As a company that has developed a new software system relatively early in the initial stages of release, we face substantial risks, uncertainties, expenses and difficulties. These risks and uncertainties include the following:

-	Our ability to market and distribute Media Sentiment;

-	Our ability to expand into new markets;

-	Our ability to maintain and enhance our brand name;

-	Our ability to develop and implement tools for generating revenue and making our website a profit center.

We may be unable to accomplish one or more of these goals, which could cause our business to suffer.

If we fail to obtain additional funding, the growth of our business and our ability to sustain operations may be impaired.

Our revenue from operations is not sufficient to sustain the ongoing marketing efforts and execute our current business plan. We will need to raise additional capital. There can be no guarantee that we will be able to do so. If we are not able to do so, our potential for growth and business prospects will suffer.

If we were unable to attract, train, or retain any of our key personnel or managers, our business could fail because our success is dependent in part upon the services of qualified personnel.

Our current management team and technical personnel play a key role in our operations and in the further development of our business. The loss of their services could adversely impact our business and chances for success. We do not currently have any employment agreements with any of our directors, officers or other employees. New laws and regulations affecting corporate governance may impede our ability to retain and/or attract board members and executive officers. Our performance will greatly depend on our ability to hire, train, and retain key employees.

Because our officers and directors have various outside interests and currently provide their services on a part-time basis, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail

Our officers have various outside interests. Because we are in the early stages of our business reorganization, many of our officers will not be spending a significant amount of time on our business. Mr. Munz, our President and Chief Executive Officer, currently devotes approximately 40 hours of his time to company matters. Robert Jaspar, our Secretary and Controller, currently devotes approximately 25 hours per week on our business. Competing demands on our officers’ time may lead to a divergence between their interests and the interests of other shareholders. As a result, they may not be willing or able to devote a sufficient amount of time to our business operations, causing our business to fail.

If we are unable to meet client expectations or deliver error-free services, our business will suffer losses and negative publicity.

Our engagements involve information technology that is critical to our clients’ businesses. Sales of our services will be based on convincing the client that we can meet their needs. Failure to meet those needs could result in:

delayed or lost revenues due to adverse client reaction;

requirements to provide additional services to a client at no charge;

refunds of monthly subscription fees for failure to meet service level obligations;

negative publicity about our services, which could inhibit our ability to attract or retain clients; or

claims for damages against us, regardless of our responsibility for such failure.

The occurrence of any of the foregoing would impact our business in a negative manner and militate against the investor receiving a return on his or her investment.

There are some limitations inherent in Media Sentiment's measurement of media sentiment that may produce a lack of customer acceptance which would result in impaired sales of our product and an inability to achieve profitable operations.

There are many ways to gauge media sentiment and the way we measure it may not be accurate or may be less accurate than other methods. For example, Media Sentiment does not assign any greater weighting to media reports from major outlets such as USA Today than it does to relatively obscure publications with a much more limited circulation. Thus, our measure of media sentiment does not include any adjustment for the fact that a media report about a company from a major media outlet may have a greater effect upon public perception than would an article from a minor media source. Our product also does not include the analysis of any media reports that do not appear on the internet and thus excludes from consideration a potentially large number of media reports. For example, some television and radio media outlets do not reduce their reports to writing and distribute them on the internet. Such reports are not identified or measured by our product, even though they can be expected to affect overall media sentiment. Another limitation on our product as an accurate measure of media sentiment is that our product does not account for errors introduced by reason of statistically inadequate sample sizes. For example, if there are only a handful of media reports about a particular company during the period of time selected by a customer, the resulting Media Sentiment graph may not accurately reflect overall media sentiment during that period of time. Although Media Sentiment discloses the number of media reports used to prepare each graph, we do not purport to identify for our customers whether the results would be considered statistically significant using commonly accepted tools of statistical analysis. The foregoing examples illustrate only some of the limitations inherent in Media Sentiment that may produce a lack of customer acceptance which would result in impaired sales of our product and an inability to achieve profitable operations.

If our technology infringes on the intellectual property rights of others, we may find ourselves involved in costly litigation, which will negatively affect the financial results of our business operations.

Although we have not received notices of any alleged infringement by us, we cannot be certain that our technology does not infringe on issued patents, trademarks, and/or copyright rights of others. Because patents applications in the United States are not publicly disclosed until the patent has been issued, applications may have been filed which relate to our software. We may be subject to legal proceedings and claims from time to time in our ordinary course of business arising out of intellectual property rights of others. These legal proceedings can be very costly, and thus can negatively affect the results of our operations.

If we are not granted full patent protection for our intellectual property, we may have difficulty safeguarding our proprietary technology potentially resulting in our competitors utilizing our technology and impairing our ability to achieve profitable operations.

To begin the process of safeguarding our intellectual property, we have filed a provisional patent application with the United States Patent and Trademark Office. A provisional patent application is a short version of a patent application used to establish an early filing date for a regular patent application filed at a later point in time. The provisional patent application does not result in the issuance of a patent. It is the company’s obligation to file a regular patent application within a year of the provisional patent application filing date. The act of filing a regular patent application does not guaranty that the company will receive a patent. If we do not file a regular patent application timely or in the event that we do file a regular patent application and it is not granted, the Company may have difficulty safeguarding its proprietary technology. The failure to adequately protect our proprietary technology could result in our competitors utilizing our technology and impair our ability to achieve profitable operations.

If any of our competitors infringe on our intellectual property rights, we may find ourselves involved in costly litigation, which will negatively affect the financial results of our business operations.

Until such time that we are granted full patent protection for our intellectual property, we rely primarily on a combination of copyrights, trademarks, trade secret laws, our user policy and content license agreement and user agreement restrictions on disclosure and use to protect our intellectual property. We also enter into confidentiality agreements with our employees and consultants, and seek to control access to and distribution of our proprietary information. Despite these precautions, it may be possible for a third-party to copy or otherwise obtain, misappropriate, infringe and use the content on our Web sites or our other intellectual property without authorization. A failure to protect our intellectual property could seriously harm our business, operating results and financial condition. In addition, we may need to engage in litigation in order to enforce our intellectual property rights in the future or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of management and other resources, either of which could have negatively affect our business, operating results and financial condition.

Because we are dependent on third parties for critical services used in our business, we face potential losses if any of these services are interrupted or become more costly.

We do not currently have any full time management employees. Instead, we contract with other companies and outside consultants. We also rely on outside service providers for technical, accounting and legal services. Should these service providers encounter operating difficulties or any unforeseen events, we may be forced to seek new providers or strategic partners. If our Internet and other service providers are unable to serve our needs for a sustained time period as a result of a strike, war, or natural disaster, or any business reason, our business will be impaired because we will be unable to provide our service to our clients.

If we are unable to continually upgrade and expand our systems in order to keep up with the rapid technological change within our industry, we will not be able to compete within our industry and our business will fail.

We seek to generate a high volume of traffic and transactions on our service. The satisfactory performance, reliability and availability of our website, processing systems and network infrastructure are critical to our reputation and our ability to attract and retain large numbers of users. Our future revenues may depend on the number of items listed by users. We need to expand and upgrade our technology, transaction processing systems and network infrastructure both to meet increased traffic on our site and to implement new features and functions, including those that may be required under our contracts with third parties. We may be unable to accurately project the rate or timing of increases, if any, in the use of our service or to expand and upgrade our systems and infrastructure to accommodate any increases in a timely fashion.

We must continually improve our technology systems in order to accommodate the level of use of our website. We must continuously evaluate and implement the most user-friendly format for providing our service. We must upgrade our computer software systems and maintain computer hardware compatible with current industry use to compete in our industry. In addition, we may add new features and functionality to our services that would result in the need to develop or license additional technologies. Our inability to add additional software and hardware or to upgrade our technology, transaction processing systems or network infrastructure to accommodate increased traffic or transaction volume could have adverse consequences. These consequences include unanticipated system disruptions, slower response times, degradation in levels of customer support, impaired quality of the users' experience of our service and delays in reporting accurate financial information. Our failure to provide new features or functionality also

could result in these consequences. We may be unable to effectively upgrade and expand our systems in a timely manner or to integrate smoothly any newly developed or purchased technologies with our existing systems. These difficulties could harm or limit our ability to expand our business.

We are in a highly competitive industry and some of our competitors may be more successful in attracting and retaining customers which could harm or limit our ability to attract and retain customers or expand our business.

The market for Internet services and products is intensely competitive and rapidly changing. The number of websites on the Internet competing for consumers' attention and spending has proliferated and we expect that competition will continue to intensify. We compete, directly and indirectly, for advertisers, viewers, members and content providers.

Many of our existing competitors, as well as a number of potential new competitors, have longer, more established operating histories in the Web market, greater name recognition, larger customer bases, higher amounts of user traffic and significantly greater financial, technical and marketing resources. Such competitors may be able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies, make more attractive offers to potential employees, distribution partners, advertisers and content providers and may be able to respond more quickly to new or emerging technologies and changes in Web user requirements. Further, we cannot assure you that they will not develop services that are equal or superior to ours or that achieve greater market acceptance than our offerings. Increased competition could also result in price reductions, reduced margins, operating losses, or loss of market share, any of which could seriously harm our business, results of operations, financial condition, and ability to achieve profitable operations.

If there are events or circumstances effecting the continued use, performance, and reliability of the Internet, access to our product and/or the functionality of our product could be impaired causing a negative affect on the financial results of our business operations.

We are dependent on the use of the Internet, particularly for financial news and information, as well as in the continued use, performance, and reliability of the web and in the event that the use, performance, or reliability of the Internet is significantly effected, access to our product and/or the functionality of our product and business could be impaired causing a negative affect on the financial results of our business operations. The risks and uncertainties associated with the Internet include the following:

-	The Internet infrastructure may not be able to support the demands placed on it by continued growth and usage resulting in interruptions in service or other delays;

-	The existence of any computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions, delays or loss of data;

-	A decrease in Internet commerce attributable to security concerns related to transmitting and/or safely storing personal and confidential information; and

-	Future government regulation could inhibit the growth of Internet commerce or have the result of increasing the cost of conducting business over the Internet due to the need to comply with new government regulations;

The continuing conflict in Iraq, future terrorist attacks and threats of or actual war may negatively impact all aspects of our operations, revenues, and costs.

The continuing conflict in Iraq and the events of September 11, 2001, as well as events occurring in response or connection to them, including future terrorist attacks against United States targets, rumors or threats of war, actual conflicts involving the United States or its allies, or military disruptions may impact our operations and/or Internet commerce. Any of these events could cause consumer confidence and spending, including spending on the Internet, to decrease, which may impact our online advertising revenues and receipt of additional subscriptions. The continuing conflict in Iraq, and further acts of terrorism and civil disturbances in the United States or elsewhere could have a significant impact on our operating results, revenues and costs.

In the event that we attempt to take part in any business combinations, we face risks associated with any potential business combinations which may negatively impact all aspects of our operations.

Although we do not anticipate any business combinations at the present time, we may do so in the future. There are no current preliminary agreements or understandings to merge or acquire any other company. In the past, we have unsuccessfully attempted to take part in business combinations. On one occasion we entered into preliminary discussions relating to a merger agreement. This agreement was never consummated due to changes in the marketplace and concerns about the viability of the other entity. Additionally, in one other circumstance, we entered into an agreement to be acquired. This agreement was later cancelled by a mutual rescission agreement signed by both entities. Business combinations entail numerous risks, including an inability to successfully complete the business combination or assimilate operations and products, diversion of management's attention, loss of key employees and substantial transaction costs. Moreover, any future business combinations may result in dilution of equity securities, the incurrence of additional debt, large one-time write-offs and the creation of goodwill or other intangible assets that could result in significant amortization expense. Any of these problems or factors could seriously harm our business, financial condition and operating results. We cannot predict the effects of the completion, or the failure to complete any business combination, will have on our business, results of operations and financial condition.

Many statements made in this prospectus are forward-looking statements that are not based on historical facts. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including those discussed under this section entitled Risk Factors.

This prospectus contains information about our business and the Internet. This information is based on a number of assumptions. The assumptions include that:

no catastrophic failure of the Internet will occur;

the use of e-commerce by the public will continue to expand;

no excess regulation by the government will come about;

access to and the ease of use of the Internet will continue to grow; and

Internet security and privacy concerns will be adequately addressed.

If any one or more of the foregoing assumptions turns out to be incorrect, actual results may differ from the projections based on these assumptions. The Internet-related markets may not grow as we expect them to. The failure of these markets to grow as expected may have a material adverse effect on our business, results of operations and financial condition.

We will not receive any proceeds from the issuance of Warrants to new Media Sentiment subscribers or Strategic partners.

Assuming that all of the warrants are issued and exercised by new Media Sentiment subscribers or Strategic partners, the gross proceeds received from the warrants will equal $1,000,000.

There is no offering price for the Warrants that we are registering. These warrants will be given to each new Media Sentiment subscriber or strategic partner until either no warrants remain or the offering is terminated. The issuance of this class of warrants will be based upon a predetermined formula. Only new Media Sentiment subscribers that purchase an annual subscription will receive warrants. New Media Sentiment subscribers will receive 1 warrant for each annual subscription purchased. Strategic Partners will receive warrants based upon their efforts to assist us in marketing and selling our products. A Strategic Partner will receive 1 warrant for every annual subscription we receive as a result of their efforts to sell and market our products. A "subscriber" is any user who pays a monthly or annual amount to have access to our product. A "Strategic Partner" is any person or entity that assists us in marketing or selling our products.

There are no selling shareholders in this offering of common stock. All stock will be sold by California News Tech.

The following officers and directors are issuing the Warrants being offered through this prospectus:

Name of Officer/Director Position

Marian Munz President and Director

These warrants will be given to each new Media Sentiment subscriber or strategic partner until either no warrants remain or the offering is terminated. We will not pay any commission on any issuances of any Warrants by Mr. Munz. Mr. Munz will be exempt from registration as a broker-dealer under Rule 3a4-1 of the Securities Exchange Act of 1934, as amended.

Rule 3a4-1 defines the safe harbor circumstances under which a person associated with an issuer, who participates in the distribution of securities, shall be deemed not to be brokers subject to registration. Mr. Munz will be able to claim this exemption because he will be able to satisfy the four requirements of the rule. First, he will not be subject to a statutory disqualification (as defined in Section 3(a)(39) of the 1934 Act) at the time of his participation in the sale of the issuer’s securities. Second, he will not receive any compensation in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities. Third, he is not now and will not be at the time of his participation an associated person of a broker or dealer. Lastly, Mr. Munz as the President and Chief Executive Officer will primarily perform substantial duties for

or on behalf of the Company otherwise than in connection with transactions in securities, Mr. Munz is not a broker dealer and has not been associated with a broker dealer within the preceding 12 months, and Mr. Munz has not and will not participate in selling an offering of securities for any issuer more than once every 12 months unless specifically permitted under the federal securities laws.

We are offering warrants on a discretionary basis to new Media Sentiment subscribers and strategic partners where each warrant is to purchase 100 shares at $1 per share, exercisable for 12 months from the issuance of the warrant. These warrants will be issued to each new Media Sentiment subscriber or strategic partner until either no warrants remain or the offering is terminated. Only new Media Sentiment subscribers that purchase an annual subscription will receive warrants. New Media Sentiment subscribers will receive 1 warrant for each annual subscription purchased. Strategic Partners will receive warrants based upon their efforts to assist us in marketing and selling our products. A Strategic Partner will receive 1 warrant for every annual subscription we receive as a result of their efforts to sell and market our products. Our officers, directors, or employees will not be able to receive warrants as Strategic Partners. This offering will commence promptly following the effectiveness of the registration statement. This offering will close whenever all warrants are issued. This offering does not have a minimum offering amount.

We are not currently a party to any legal proceedings.

Our agent for service of process in Nevada is Cane & Associates, LLP, 3273 E. Warm Springs, Rd., Las Vegas, Nevada 89120.

The following persons are the current executive officers and directors of California News Tech:

NAME	AGE	POSITION(S)
Marian Munz	48	Director, President and Chief Executive Officer
Robert C. Jaspar	64	Director, Secretary, Chief Financial Officer
Mr. Dave Dunn	63	Director
David A. Hotchkiss	50	Director
Seymour Rubenstein	72	Director

The following information sets forth the names of our officers and directors, their present positions, and certain of their biographical information.

Mr. Marian Munz is our President, Chief Executive Officer and a Director. Mr. Munz has held those positions since our inception on January 22, 1999. Mr. Munz also serves as a consultant to California News Tech. Since March of 1997, Mr. Munz has been the president of Strategic Information Technology Int’l., a California company that developed software for internet based applications and provided information Technology consulting services to companies such as: Sun Microsystems, Apple Computer, SBC Communications and others. Mr. Munz owns 100% of Strategic Information Technology Int’l., Inc. and there is no affiliation between this company and California News Tech. Mr. Munz holds an M.S. in Information Systems from Golden Gate University in San Francisco.

Mr. Robert C. Jaspar is our Secretary, Chief Financial Officer and a Director. Mr. Jaspar has held these positions since April, 1999. Mr. Jaspar also serves as a consultant to California News Tech. From June of 1996 to March of 2000, Mr. Jaspar worked for GE Capital-IT Solutions, the national reseller of computer systems and related services to major corporations and government agencies, first as Regional Controller and Financial Manager for the Western US, and then as the Director of Regional Service Operations. Mr. Jaspar previously worked for Siemens Medical Systems as its Assistant Corporate Controller and Manager of Finance and Accounting. From 1993 to 1994, in a consulting role as Director of Accounts Receivable for Vanstar Corp., Mr. Jaspar reorganized their national Accounts Receivable organization and reduced their accounts receivable average collection period 24% in seven months. Mr. Jaspar holds and Executive M.B.A in finance from Saint Mary’s College, and a B.A. in Business Administration and Accounting from the California State University.

Mr. Dave Dunn, Director, is founder and CEO of e-agency, Inc., the award-winning interactive marketing communications firm located in San Francisco Bay Area. He has spent more than 30 years as a branding professional working for start-ups, Fortune 500 firms and non-profit organizations. Mr. Dunn’s first branding experience started in graduate school when he co-founded Re-Con Systems which went public in February, 1969. He started his business career working for J. Walter Thompson Advertising in its New York office. His agency career also includes stints at Dancer, Fitzgerald & Sample and the San Francisco office of Saatchi & Saatchi, where he was a director and senior vice president responsible for the Hewlett-Packard advertising account. He has gained experience with more than two dozen brands of some of the nation’s largest consumer packaged-goods companies. His experience includes new product introductions, brand building and brand restaging for General Foods, Georgia-Pacific, Warner Lambert, KFC, Cheesborough-Ponds, Heublein, Seagrams and Foster Farms. In 2002, Mr. Dunn was honored as the “Entrepreneur of the Year” by the Oakland Metropolitan Chamber of Commerce. Mr. Dunn is a graduate of Stanford University and has an MBA from the Wharton School of Finance and Commerce.

David A. Hotchkiss, Ph.D is a Director. Dr. Hotchkiss is a Principal Program Manager for Kaiser Permanente in the information technology division where he provides portfolio and program management for all financial services, programs and projects. He started in this position in February, 2003. From 2001 to 2002, Dr. Hotchkiss served as Vice President of Operations for A&G Electric & communications where he led both divisions of this privately held company. He developed operating standards, the five-year business plan, negotiated contracts and oversaw all projects. During 2001, Dr. Hotchkiss also served as a director of A&G Electric & communication, Inc. From December of 2000 to May of 2001, Dr. Hotchkiss worked for Agency.com as its Regional Vice President of Operations and Project Management for the San Francisco Region. From August of 1999 to July of 2000, Dr. Hotchkiss worked for iXL, Inc. as the Vice President of Project Management and Process, where he oversaw all regional projects, developed project manager skills, and developed standard processes for delivering projects. Dr. Hotchkiss worked for KPMG Peat Marwick LLP from October of 1997 to May of 1999 as a Senior Manager and worked in the capacity as Director of Project Management, where he established a newly created project management department for government services projects. Dr. Hotchkiss holds a Ph.D. from De La Salle University.

Our directors are elected for terms of one year to hold office until the next annual general meeting of the holders of our common stock, as provided by the Nevada Revised Statutes, or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than the officers and directors described above.

The following table sets forth information regarding the beneficial ownership of our shares of common stock at May 23, 2005 by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all directors and executive officers as a group. Each person named in the table, has sole voting and investment power with respect to all shares shown as beneficially owned by such person.

Title of class	Name and address of beneficial owner	Amount of beneficial ownership	Percent of class
Common	Marian Munz 825 Van Ness Ave., Suite 406-407 San Francisco, California, 94109	693,667 ¹	34.9%⁵
Common	Robert Jaspar 825 Van Ness Ave., Suite 406-407 San Francisco, CA 94109	59,267²	7.5% ⁶
Common	John T. Arkoosh 3415 Klamath Woods Place Concord, CA 94518	238,333³	11.7% ⁷
Total of all directors and executive officers		991,267	54.1%
Common	Emmanuel D. Agorastos 2301 Broadway, #303 San Francisco, California 94115	149,499⁴	5.4%
Common	Howard F. Fine & Carol M. Fine, Trustees of the Fine 1988 Revocable Trust 33 Jordan Ave. San Francisco, California 94118	400,000	18.1% ⁸
Common	Gary Schell 21795 - 64^th Ave. Langley, BC, Canada V2Y 2N7	500,000	18.1%

The percent of class is based on 2,756,333 shares of common stock issued and outstanding as of May 23, 2005.

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 shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

^1.	Includes 25,000 shares held by an immediate family member sharing the same household

^2.	Includes 21,667 shares held by an immediate family member sharing the same household.

^3.	Includes 183,333 shares held by an immediate family member sharing the same household. Also includes 5,000 shares held by a limited liability company for which Mr. Arkoosh is the beneficial owner

^4.	Includes 11,999 shares held by an immediate family member sharing the same household.

^5.	Included in the calculation of the percentage of beneficial ownership are 242,000 options and 25,000 warrants exercisable within 60 days.

^6.	Included in the calculation of the percentage of beneficial ownership are 144,000 options and 5,000 warrants exercisable within 60 days.

^7.	Included in the calculation of the percentage of beneficial ownership are 73,500 options and 10,000 warrants exercisable within 60 days.

^8.	Included in the calculation of the percentage of beneficial ownership are 100,000 warrants exercisable within 60 days

Our authorized capital stock consists of 8,333,333 shares of common stock with a par value of $0.003 per share.

The following description of our common stock includes all material characteristics of the securities registered in this registration statement.

On May 23, 2005 there were an aggregate of 2,756,333 shares of Common Stock outstanding and entitled to vote, held of record by approximately 80 shareholders.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as a liquidation, merger or an amendment to our Articles of Incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

At the present time, there are outstanding warrants to purchase our common stock. These warrants were issued in a unit offering to the general public that consisted of 1,000 units for $1,000.00 per unit where the purchase of one unit included one warrant to purchase 1,000 shares of common stock for $2.00 per share, exercisable for 12 months from the closing date of the offering.

The offering to new Media Sentiment subscribers and strategic partners involves a different class of warrants where each warrant is to purchase 100 shares at $1.00 per share, exercisable for 12 months from the issuance of the warrant. Until such time that the warrants in either offering are exercised, the holder is not entitled to voting rights, share in any dividends declared, or have any other rights entitled to holders of our common stock.

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in us. Nor was any such person connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Cane Clark, LLP, our independent legal counsel, has provided an opinion on the validity of our common stock.

Jewell & Langsdale, independent Certified Public Accountants, audited our financial statements and presented their report with respect to the audited financial statements. The report as of December 31, 2004, was given upon their authority as experts in accounting and auditing.

Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

We were incorporated as a Nevada corporation on January 22, 1999. At the time of formation, Mr. Munz received 666,667 shares of our stock and a demand note for $55,000 bearing interest at 10% per annum in exchange for the technology necessary to create our primary product. We did not obtain the opinion of any outside persons in determining the value of the assets transferred to us by Mr. Munz. Mr. Munz agreed to cancel the note on December 31, 2001.

Our business model relies on the capability of giving our customers near real-time measurement and trend analysis of the media sentiment about the public companies they may wish to track. We created our research product by using our computer systems to search the Internet for publicly available media reports about publicly traded companies. We use a proprietary Internet search engine technology that is focused on searching strictly news and publicly traded corporate websites. Our computer systems analyze the news reports published on the Internet using our proprietary software to measure the sentiment. It does this by searching each media report for certain key words and phrases that we have previously identified both as significant to determining sentiment and as indicative of either positive or negative sentiment. By quantifying the number of words or phrases in a media

report that indicate positive or negative sentiment, we then classify each report as a whole as positive, negative or neutral. Next we total the number of each of the positive, negative and neutral reports and then calculate the percentage each category represents of the overall media coverage for the requested period of time. The results are then displayed graphically for the benefit of our customers on our password protected website. Our computers have been collecting and analyzing media reports since June of 2002, which allows us to present both historical and current information so that our customers can also observe any trends. Our system further allows our customers to access the source media reports and abstracts of the source reports, also prepared by our software, should they wish to review any of the media reports that underlie our graphs.

One reason customers are interested in media sentiment is because they may believe that media sentiment either reflects public sentiment, drives public sentiment, or both, and that public sentiment affects the economy and particular companies. Media Sentiment™ uses the methodology described above to measure and describe media sentiment.

In order for a customer/user to access the Media Sentiment™ service, the user needs to open an account by entering his/her personal information and submitting payment with a credit card online. Currently, user has the option of subscribing for either one month at $9.95 or for one year at $99.95. After the credit card is validated, the user will receive an email confirming that the transaction has taken place and indicating his/her account information (i.e., user name and password).

The user must then enter the website and input his/her user name and password to enter the Media Sentiment™ services. The user will then be prompted to submit information in order to complete and process the research report which they have requested. The user will be required to enter a trading symbol for a company trading on either the Nasdaq or NYSE markets. In addition, the user also will be able to select a symbol from a list of companies that is presented. In order to generate a research report, the user then will be required to enter a specific time period. The user has the option of selecting a period for which he/she would like to conduct the media sentiment analysis by selecting the From and To Years, Months and Days. The user has a significant amount of flexibility when entering the time period. Media Sentiment™ is able to generate a research report for a period of a year, month, day, or any combination thereof for a time period going back as far as June 1, 2002.

After the required company and time period information is entered, the user is presented with one bar which gives an average measurement of the media sentiment for the selected company during the selected time period. The bar indicates the percent of the Negative media sentiment, in red, the percent of the Positive media sentiment, in green, the percent of the Neutral media sentiment, in grey. The user has the ability to see graphs that indicate the media sentiment variances by article, day, month, or year. The user will also have the ability to select an individual article, visually, based on the variances in media sentiment and Media Sentiment™ would present an abstract of that article along with a link to the original article.

We are a media research company. Other companies offer competitive products in the form of news and text search services, text analysis, and media analysis. We are unaware of any competitor that offers a product that is identical to, or substantially indistinguishable from, our Media Sentiment™ graphs of media sentiment in both near real-time and over specific user-defined periods. However, the media research business, in general, is intensively competitive and even if our Media Sentiment™product is well received by the market, our competitors may adjust their product offerings to compete with us or new competitors may emerge. Presently, other companies compete with us by offering news and text search services, text analysis services and media analysis services, each of which can be considered competition for Media Sentiment™.

Companies that provide internet or news search services compete with us in that they allow users to identify media stories about virtually any subject, including the publicly traded companies that are the primary focus of Media Sentiment™. Users of these services can then review these media reports directly and form their own judgments about the media sentiment. Internet search services include such well-known companies as Yahoo and Google.

One disadvantage of the internet search engines to a user trying to identify media reports about a particular company is that these services will typically return to a user a large number of references that do not relate to media reports. This limitation is addressed by news and business information companies such as Factiva or Moreover, which offer targeted news search capabilities. Several of these firms also provide their customers with tools that allow their customers to analyze the source media reports on their own. For example, Factiva provides its customers with access to a collection of current and archived global news, business and company information and the use of tools to examine that information in the form of free-text searching, lists of indexed terms, and advanced filtering techniques to pinpoint accurate results. Although our website allows our users to access both the source media reports used to create our media sentiment analysis graphs and computer generated abstracts of those same reports, we do not offer text analysis tools similar to those offered by news search firms. To our knowledge, neither internet search firms nor news search firms provide their customers with sentiment analysis such as that provided by our Media Sentiment™.

Some companies that provide text analysis, such as ClearForest and Biz360, compete with us in that they provide their customers with information that can be considered a substitute for our Media Sentiment™ graphs. For example, ClearForest is in competition with us because it utilizes technology to automatically read and interpret documents, including press releases and media reports, in an attempt to identify patterns, connections, trends and features relevant to their customers. ClearForest delivers the results of its analysis via simple, visual interactive formats. ClearForest markets it services to one of our target markets, individual on-line investors. Biz360 offers a similar product which it markets as a means for its clients to measure the effectiveness their public relations efforts. Although not one of our initial target markets, we also intend to offer Media Sentiment™ to companies as a tool to measure the effectiveness of their public relations efforts.

Traditional public relations firms such as Carma International, Mediatrack, and PR Track provide media analysis services to their customers and are in competition with us because these firms provide their clients with the ability analyze media sentiment. To our knowledge, these firms generally rely upon human readers to examine the source media reports as opposed to a computerized analysis system such as Media Sentiment™. At this time, the media analysis provided by these firms tends to focus on brand recognition, competitor analysis, market share, and media coverage. Because of their corporate focus and their use of human readers, these traditional PR firms usually charge fees that are incompatible with our initial target market of individual consumers. For example, our research shows that Carma International charged in December 2001 $13 a day, whereas we plan to charge $9.95 for a monthly subscription to Media Sentiment™ per individual user. However, many of these traditional public relations firms have the capital and human resources to develop technology identical to or substantially indistinguishable from Media Sentiment™.

We currently have no full-time employees, other than our President and CEO, Mr. Marian Munz, and our CFO, Mr. Robert Jaspar.

Available Information

We file annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current reports on Form 8-K and proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. The public may read and copy these materials at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding our Company and other companies that file materials with the SEC electronically. Our office is located at 825 Van Ness Ave., Suite 406-407, San Francisco, California, 94109. Our phone number at that address is (415) 861-3421.

Government Regulation

We are not aware of any existing or probable governmental regulation that will have a material impact on our company.

We are not subject to any compliance with environmental laws.

Trademarks and Intellectual Property

		Annual Compensation				Long Term Compensation
Name	Title	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Awarded ($)	Warrants & Options (#)	LTIP payouts ($)	All Other Compensation ($)
Marian Munz	President, CEO and Director	2004 2003 2002	6,000 15,000 0	0 0 0	0 0 0	0 0 0	20,000 22,000 0	0 0 0	0 0 0
Robert C. Jaspar	Secretary, CFO, and Director	2004 2003 2002	5,000 36,000 36,000	0 0 0	0 0 0	0 0 0	20,000 58,000 41,000	0 0 0	0 0 0
John T. Arkoosh	Director & Former VP	2004 2003 2002	0 0 48,000	0 0 0	0 0 0	0 0 0	34,000 22,000 17,500	0 0 0	0 0 0
David A. Hotchkiss	Director	2004 2003 2002	0 0 n/a	0 0 n/a	0 0 n/a	0 0 n/a	34,000 22,000 n/a	0 0 n/a	0 0 n/a
Martin Barrs	Former CTO & Director	2004 2003 2002	0 11,200 23,000	0 0 0	0 0 0	0 0 0	20,000 33,200 100,000	0 0 0	0 0 0


Name	Number of Options	Exercise Price	Year
John T. Arkoosh Sr.	34,000 22,000 17,500	$1.00 $1.00 $1.00	2004 2003 2002
Martin Barrs	20,000 33,000 100,000	$1.00 $1.00 $0.80	2004 2003 2002
Robert J. Jaspar	20,000 58,000 41,000	$1.00 $1.00 $1.00	2004 2003 2002
Marian Munz	20,000 22,000 0	$1.00 $1.00 0	2004 2003 2002
David Hotchkiss	34,000 22,000	$1.00 $1.00	2004 2003

	Page
Report of Independent Auditors	1

Financial Statements
Balance Sheets	2

Statements of Operations	3

Statements of Shareowners’ Investment	4

Statements of Cash Flows	5

Notes to Financial Statements	6-13

	2004		2003

Assets
Current assets:
Cash	$	187,020	$	8,525
Accounts receivable		508
Prepaid expense		404		0
		187,932		8,525

Equipment, net of
accumulated depreciation		1,206		1,462

Other assets:
Security deposits		1,500
Product development		268,739		268,739
Website development		31,860		31,860

	$	491,237	$	310,586

Liabilities and Shareowners’ Investment
Current liabilities:
Accounts payable and accrued expenses	$	19,581	$	38,913
Notes payable		43,500		43,500
Total current liabilities		63,081		82,413

Long- term debt:
Notes payable		77,140		77,140

Shareowners’ investment:
Common stock, $0.003 par value.
Authorized 8,333,333 shares,
Issued and outstanding
2,791,333 and 2,506,333 shares		8,374		7,519
Paid-in capital		1,017,564		734,257
Retained earnings (deficit)		(674,922)		(590,743)
		351,016		151,033

	$	491,237	$	310,586

	2004		2003		2002

Revenue	$	4,244	$	324	$	253

Expenses:

Selling and administrative costs		30,867		77,117		93,598
Office and other operating costs		56,588		54,446		20,136
Depreciation		968		2,825		1,604

Total expenses		88,423		134,388		115,338

Net income (loss)	$	(84,179)	$	(134,064)	$	(115,085)

Average common shares outstanding (basic)		2,557,833		2,498,000		2,243,708

Income (loss) per share (basic)	$	(.03)	$	(.05)	$	(.05)

Average common shares outstanding (diluted)		2,557,833		2,498,000		2,243,708

Income (loss) per share (diluted)	$	(.03)	$	(.05)	$	(.05)

TABLE OF CONTENTS
PAGE
Summary	5
Risk Factors	6
Forward-Looking Statements	12
Use of Proceeds	13
Determination of Offering Price	13
Selling Shareholders	13
Plan of Distribution	13
Legal Proceedings	14
Directors, Executive Officers, Promoters and Control Persons	14
Principal Shareholders	16
Description of Securities	17
Interest of Named Experts and Counsel	18
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	18
Organization Within Last Five Years	18
Description of Business	18
Plan of Operations	22
Description of Property	25
Certain Relationships and Related Transactions	26
Market for Common Equity and Related Stockholder Matters	27
Executive Compensation	28
Financial Statements	30
Changes in and Disagreements with Accountants	31
Available Information	31

							Retained
	Common Stock				Paid-in		Earnings
	Shares		Amount		Capital		(Deficit)

Balance, January 1, 2002		2,018,833	$	6,057	$	581,659	$	(341,594)

Net income (loss) for year
ended December 31, 2002								(115,085)

Shares issued		437,500		1,312		142,748

Balance, December 31, 2002		2,456,333		7,369		724,407		(456,679)

Net income (loss) for year
ended December 31, 2003								(134,064)

Shares issued		50,000		150		9,850

Balance, December 31, 2003		2,506,333		7,519		734,257		(590,743)

Net income (loss) for year
ended December 31, 2004								(84,179)

Shares issued		285,000		855		283,307		0

Balance, December 31, 2004		2,791,333	$	8,374	$	1,017,564	$	(674,922)

Shares issuable under stock options	710,700	568,600	439,400
Shares issuable pursuant to warrants	288,500		117,500


Balance, December 31, 2001	2,018,833	$	6,057	$	581,659
Issuance of common shares	437,500		1,312		142,748
Balance, December 31, 2002	2,456,333		7,369		724,407
Issuance of common shares	50,000		150		9,850
Balance, December 31, 2003	2,506,333		7,519		734,257
Issuance of common shares	285,000		855		283,307
Balance, December 31, 2004	2,791,333	$	8,374	$	1,017,564

2001-2002	0.80	325,000	325,000
2002	1.00	60,500	60,500
2003	1.00	179,200	179,200
2004	1.00	146,000	146,000

Risk-free interest rate	4%	3%	2%
Expected dividend	--	--	--
Expected volatility factor	30%	30%	30%
Expected option term	5 years	3 years	4 years

Net Loss
As reported	$	(84,179)	$	(134,064)	$	(115,085)
Pro forma		(110,459)		(150,192)		(126,159)
Earnings (Loss) Per Share—
Basic and Diluted
As reported	$	(0.03)	$	(0.05)	$	(0.05)
Pro forma		(0.04)		(0.06)		(0.05)

	Jun 30, 05			Jun 30, 04
ASSETS
Current Assets
Checking/Savings
1000 · Bank of America Checking		13,842			3,688
1005 · Bank of America - Escrow		45,000			100
1007 · Bank of America-Expense Clear		4,903			0
Total Checking/Savings		63,744			3,788
Total Current Assets		63,744			3,788
Fixed Assets
1510 · Equipment & Computers		9,811			9,099
1750 · Accumulated Depreciation		(8,605	)		(7,637	)
Total Fixed Assets		1,206			1,462
Other Assets
1800 · Other Assets
1810 · Investment-Stra. Inf. Tec-USA		55,000			55,000
1820 · Investment-Product Development		213,739			213,739
1830 · Website Development		31,860			31,860
1840 · Security Deposits		1,500			0
Total 1800 · Other Assets		302,099			300,599
Total Other Assets		302,099			300,599
TOTAL ASSETS		367,049			305,849
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
2000 · Accounts Payable-Trade
2020 · Accounts Payable		19,829			53,602
Total 2000 · Accounts Payable-Trade		19,829			53,602
Total Accounts Payable		19,829			53,602
Other Current Liabilities
2100 · Deferred Revenue		2,684			0
2500 · Notes Payable		43,500			48,500
Total Other Current Liabilities		46,184			48,500
Total Current Liabilities		66,013			102,102
Long Term Liabilities
2700 · LT Notes Payable		77,140			77,140
Total Long Term Liabilities		77,140			77,140
Total Liabilities		143,153			179,242
Equity
3000 · Capital Stock		8,269			7,519
3030 · Additional Paid-In Capital		1,138,856			889,606
3040 · Stock Registration Costs		(156,187	)		(155,350	)
3100 · Retained Earnings		(674,922	)		(590,743	)
Net Income		(92,120	)		(24,425	)
Total Equity		223,896			126,607
TOTAL LIABILITIES & EQUITY		367,049			305,849


	Jan - Jun 05			Jan - Jun 04			Apr - Jun 05			Apr - Jun 04
Ordinary Income/Expense
Income
4000 · Revenue		8,661			0			6,680			0
4060 · Revenue - Subscription Sales		215			0			215			0
Total Income		8,876			0			6,895			0
Gross Profit		8,876			0			6,895			0
Expense
4500 · Website Development Costs		15,196			3,250			6,438			3,250
4550 · Website Operating Expenses		1,635			0			600			0
4600 · Advertising		750			0			(150	)		0
4620 · Commission Expense		3,057			0			2,404			0
5005 · Recruiting		105			0			105			0
5010 · Officers Salary
5015 · Executive Compensation-Direct		30,500			0			14,000			0
5010 · Officers Salary - Other		2,500			0			2,500			0
Total 5010 · Officers Salary		33,000			0			16,500			0
5040 · Rent - Office		5,000			0			3,000			0
5050 · Postage and Delivery		403			41			167			0
5060 · Office Expense
5064 · Printing and Reproduction		26			0			26			0
Total 5060 · Office Expense		26			0			26			0
5070 · Office Equipment & Supplies
5071 · Office Supplies		651			0			286			0
5073 · Office Equipment		545			0			355			0
5070 · Office Equipment & Supplies - Other		0			1,353			0			1,289
Total 5070 · Office Equipment & Supplies		1,196			1,353			641			1,289
5080 · Telephone		1,798			1,070			978			348
5110 · Legal & Professional Fees
5111 · Legal Fees		21,742			8,086			11,650			0
5115 · Accounting		8,500			8,325			8,500			8,325
Total 5110 · Legal & Professional Fees		30,242			16,411			20,150			8,325
5117 · Professional /Dues		8			35			0			0
5150 · Travel & Ent
5152 · Meals		848			20			549			0
Total 5150 · Travel & Ent		848			20			549			0
5160 · Travel		336			73			315			0
5170 · Company Automobile Expense		278			306			0			0
5180 · Repairs
5183 · Computer Repairs		0			101			0			0
Total 5180 · Repairs		0			101			0			0
5200 · Bank Service Charges
5210 · Monthly Bank Service Fee		17			195			0			120
5220 · Credit Card Access/ Processing		331			270			166			105
5230 · Bank Wire/Service Fees		411			245			266			200
Total 5200 · Bank Service Charges		759			710			432			425
5310 · Prof. Dues and Subscriptions		5,500			0			0			0
5400 · Stock Registration & Transfer		275			0			150			0
7010 · State Taxes (FTB)
7011 · State of NV-Franchise Tax Board		585			255			0			0
7012 · State of CA-Franchise Tax Brd		0			800			0			0
Total 7010 · State Taxes (FTB)		585			1,055			0			0
Total Expense		100,997			24,425			52,304			13,637
Net Ordinary Income		(92,121	)		(24,425	)		(45,410	)		(13,637	)
Net Income		(92,121	)		(24,425	)		(45,410	)		(13,637	)

	Apr - Jun 05			Apr - Jun 04
OPERATING ACTIVITIES
Net Income		(45,410	)		(13,637	)
Adjustments to reconcile Net Income
to net cash provided by operations:
1240 · Accounts Receivable - Other		653
2000 · Accounts Payable-Trade:2020 · Accounts Payable		(1,495	)		7,183
2100 · Deferred Revenue		2,684			0
2500 · Notes Payable		0			5,000
Net cash provided by Operating Activities		(43,568	)		(1,454	)
FINANCING ACTIVITIES
3000 · Capital Stock		(105	)		0
3030 · Additional Paid-In Capital		(34,895	)		0
Net cash provided by Financing Activities		(35,000	)		0
Net cash increase for period		(78,568	)		(1,454	)
Cash at beginning of period		142,312			5,242
Cash at end of period		63,744			3,788

Grant Date	Exercise Price	Options Outstanding	Options Exercisable
2001-2002	$0.80	328,900	328,900
2002	$1.00	60,500	60,500
2003	$1.00	179,200	179,200
2004	$1.00	146,000	146,000
2005	$1.00	74,500	74,500
2005	$2.00	37,875	47,875
2005	$3.00	75,000	75,000

	YTD 6/30/05	Y/E 12/31/04

Shares issuable under stock options	898,075	710,700
Shares issuable pursuant to warrants	250,000	288,500


Securities and Exchange Commission registration fee	$	333
Transfer Agent Fees	$	500
Accounting fees and expenses	$	10,000
Legal fees and expenses	$	25,000
Blue Sky fees and expenses	$	5,000
Miscellaneous	$	4,167
		--------------
Total	$	45,000
		========

Exhibit Number	Description
3.1	Articles of Incorporation (1)
3.2	Amended Articles of Incorporation (1)
3.3	By-Laws (1)
4.1	Share Certificate (1)
5.1	Opinion of Cane O’Neill Taylor, LLC, with consent to use (2)
10.1	Share Lock Up Agreement with Gary Schell (1)
10.2	Share Lock Up Agreement with Marian Munz (1)
10.4	Independent Contractor Agreement with Martin Barrs (2)
10.5	Independent Contractor Agreement Amendment with Martin Barrs (2)
10.6	Independent Contractor Agreement with Marian Munz (2)
10.7	Independent Contractor Agreement with John Arkoosh, Sr. (2)
10.8	Independent Contractor Agreement with Jaspar & Associates (2)
10.9	Independent Contractor Agreement with George Serban (2)
10.10	Independent Contractor Agreement with Iulian Sirbu (2)
10.11	Independent Contractor Agreement with Stelian Marin (2)
10.12	Agreement in Settlement of Consulting Services Debt with Marian Munz (5)
10.13	Agreement in Settlement of Consulting Services Debt with Robert C. Jaspar (5)
10.14	Agreement in Settlement of Consulting Services Debt with John Arkoosh (5)
10.15	Agreement in Settlement of Consulting Services Debt with Martin Barrs (5)
23.1	Consent of Jewell & Langsdale, Certified Public Accountants
99.1	Disclaimer, Terms, and Conditions for use of Media Sentiment (4)
99.2	Database Licensing Agreement with Stanford University, (4) Communications Department

SIGNATURE	TITLE	DATE


/s/ Marian Munz		September 14, 2005
Name: Marian Munz	President, Chief Executive Officer
	and Director


/s/ Robert C. Jaspar		September 14, 2005
Name: Robert C. Jaspar	Secretary, Chief Financial Officer
	and Director


/s/ David Dunn		September 14, 2005
Name: David Dunn	Director