-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GXwuOi2iAcPQxKb6jooa9QaiROj8B+WxmwwCUsTANHZzPdlRIr/zc0qAVmEC4sHs u8EKghSxe5klvyjPVUovcw== 0001255294-08-000781.txt : 20081119 0001255294-08-000781.hdr.sgml : 20081119 20081119173035 ACCESSION NUMBER: 0001255294-08-000781 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080930 FILED AS OF DATE: 20081119 DATE AS OF CHANGE: 20081119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Media Sentiment Inc. CENTRAL INDEX KEY: 0001396348 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 205740705 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-144101 FILM NUMBER: 081201931 BUSINESS ADDRESS: STREET 1: 825 VAN NESS AVE. STREET 2: SUITE 406-407 CITY: SAN FRANCISCO STATE: CA ZIP: 94109 BUSINESS PHONE: 415-205-1695 MAIL ADDRESS: STREET 1: 825 VAN NESS AVE. STREET 2: SUITE 406-407 CITY: SAN FRANCISCO STATE: CA ZIP: 94109 10-Q 1 mainbody.htm MAINBODY mainbody.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

[X]
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the quarterly period ended September 30, 2008
   
[  ]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the transition period __________ to __________
   
 
Commission File Number:  333-144101

Media Sentiment, Inc.
(Exact name of small business issuer as specified in its charter)

Nevada
20-5740705
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)

825 Van Ness Ave., Suite 406-407, 4th Floor
San Francisco, CA
(Address of principal executive offices)

(415) 861-3421
(Issuer’s telephone number)
 
_______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer Accelerated filer
[ ] Non-accelerated filer
[X] Smaller reporting company
 

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 3,640,650 common shares as of September 30, 2008.
 

 
 
PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements



These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended September 30, 2008 are not necessarily indicative of the results that can be expected for the full year.
 
MEDIA SENTIMENT, INC.
Balance Sheets

ASSETS
September 30, 2008
(unaudited)
 
December 31, 2007
(audited)
Current assets:
     
Cash
$ 1,373   $ 7,421
Accounts receivable
  34,500     32,000
Prepaid expenses
  1,400     3,800
    37,273     43,221
           
Product development, net of amortization
  0     0
           
  $ 37,273   $ 43,221
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT
         
Current liabilities:
         
Accounts payable and accrued expenses
$ 103,967   $ 125,627
Accounts payable - related party
  35,782     12,000
Notes payable to related parties
  241,000     148,000
    380,749     285,627
           
Stockholders’ deficit
         
Common stock
  3,640     3,640
Additional paid-in capital
  1,978,880     1,978,880
Accumulated deficit
<2,325,996>
 
<2,224,926>
 
<343,476>
 
<242,406>
           
  $ 37,273   $ 43,221

The accompanying notes are an integral part of the financial statements.
MEDIA SENTIMENT, INC.
Statements of Operations (unaudited)
For the Three Months ended September 30, 2008 and 2007
 
 
Three months ending
 
September 30, 2008
 
September 30, 2007
       
Revenue
$ 5,499   $ 1,227
           
Expenses
         
Selling and administrative costs
  1,226     6,305
Office and other operating costs
  25,903     19,889
Depreciation and amortization
  0     16,800
    27,129     42,994
           
Net operating loss
<21,630>
 
<41,767>
           
Other expense
         
Taxes on income
         
Interest expense
  6,388     0
    6,388      
           
Net loss
$
<28,018>
 
$
 <41,767>
           
           
Basic net loss per share
$
<0>   $ <0.01>
           
Shares used in basic net loss per share calculation
  3,640,440     3,640,440
           
Non-cash stock-based employee compensation included in selling and administrative costs
$ 0   $ 0

The accompanying notes are an integral part of the financial statements.
MEDIA SENTIMENT, INC.
Statements of Operations (unaudited)
For the Nine Months ended September 30, 2008 and 2007

 
Nine months ended
 
September 30, 2008
 
September 30, 2007
       
Revenue
$ 14,852   $ 12,214
           
Expenses
         
Selling and administrative costs
  1,877     59,965
Office and other operating costs
  96,484     105,322
Depreciation and amortization
  0     50,400
    98,360     215,687
           
Net operating loss
<83,508>
 
<203,474>
           
Other expense
         
Taxes on income
  800     0
Interest expense
  16,762     0
    17,562     0
           
Net loss
$
<101,070>  
$
<203,474>
           
           
           
Basic net loss per share
$ <0.03>   $ <0.06>
           
Shares used in basic net loss per share calculation
  3,640,440     3,640,440
           
Non-cash stock-based employee compensation included in selling and administrative costs
$ 0   $ 0

The accompanying notes are an integral part of the financial statements.
MEDIA SENTIMENT, INC.
Statement of Stockholders' Equity (Deficit) (unaudited)
 
 
Common Stock
 
Additional
Paid In
 
Accumulated
   
 
Shares
 
Amount
 
Capital
 
Deficit
 
Total
                   
Balance, December 31, 2006
  3,640,440   $ 10,923   $ 1,783,500   $ 1,694,144   $ 100,279
                             
Par value adjustment
        (7,283)     7,283           0
                             
Sale of debenture
              66,156           66,156
                             
Contribution to capital
              121,941           121,941
                             
Net loss for the year ended December 31, 2007
                    (530,782)     (530,782)
                             
Balance, December 31, 2007
  3,640,440   $ 3,640   $ 1,978,880   $ (2,224,926)   $ (242,406)
                             
Net loss for the quarter ended March 31, 2008
                    (40,788)     (40,788)
                             
Ending balance March 31, 2008
  3,640,440   $ 3,640   $ 1,978,880   $ (2,265,714)   $ (283,194)
                             
Net loss for the quarter ended June 30, 2008
                    (32,264)     (32,264)
                             
Ending balance June 30, 2008
  3,640,440   $ 3,640   $ 1,978,880   $ (2,297,978)   $ (315,458)
                             
Net Loss for the quarter ended
                    (28,018)     (28,018)
                             
Ending balance September 30, 2008
  3,640,440   $ 3,640   $ 1,978,880   $ (2,325,996)   $ (343,476)

The accompanying notes are an integral part of the financial statements.
MEDIA SENTIMENT, INC.
Statements of Cash Flows (unaudited)
 
 
Nine months ending:
 
September 30, 2008
September 30, 2007
Cash flow from operations: $ <101,070>   $ <203,474>
Net loss
         
Adjustments to reconcile net loss to net cash provided by operations:
         
Depreciation and amortization
        50,400
Change in accounts receivable
 
<2,500>
   
<16,612>
Change in prepaid expenses
  2,400     7,500
Change in accounts payable
  2,122  
<20,193>
Change in deferred revenue
     
<1,638>
Total adjustments
  2,022     19,457
Cash used by operations
<99,048>
 
<184,017>
           
Cash provided by financing activities:
         
Proceeds from Notes Payable
  93,000     113,000
Proceeds from sale of Debenture
        66,156
Cash provided by financing activities:
  93,000     179,156
           
Net decrease in cash
<6,048>
 
<4,861>
           
Cash at the beginning of the period
  7,421     21,154
           
Cash at the end of the period
$ 1,373   $ 16,293
           
Supplemental cash flow information:          
           
Interest paid $ 7,776     0
Income taxes paid    0     0

The accompanying notes are an integral part of the financial statements.
MEDIA SENTIMENT, INC.
Notes to Financial Statements
September 30, 2008



Note 1.     Description of Business

Media Sentiment Inc. (the Company) was incorporated during October 2006, under the laws of the State of Nevada, as a wholly owned subsidiary of California News Tech (CNT) to market the internet search tools developed by CNT.  All of the assets of CNT were transferred to the Company.

On May 17, 2007, CNT completed a reverse merger with Debut Broadcasting Corporation, Inc., a Tennessee corporation (DBI) whereby it succeeded to the business of DBI and it changed its name to Debut Broadcasting Corporation, Inc.  As a result of this merger, however, it was determined that the two business operations would be better served if operated and accounted for separately.  Consequently, DBI’s board of directors approved the distribution of all of its Media Sentiment shares to the CNT shareholders of record on April 20, 2007 on a pro-rata basis.  DBI then, set aside all of its 3,640,440 outstanding shares of Media Sentiment for this purpose.  See Note 8 for details.

Note 2.     Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates and could affect future operating results.

Equipment

Equipment is recorded at cost, less accumulated depreciation.  Depreciation is computed using the straight-line method over estimated useful lives of three to five years.  The straight-line method of depreciation is also used for income tax purposes.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of its equipment, product and website development costs and recognizes the impairment of long-lived assets in the event the net book value of such assets exceeds net realizable value.  The Company evaluates asset recoverability at each balance sheet date or when an event occurs that may impair recoverability of the asset.

 
MEDIA SENTIMENT, INC.
Notes to Financial Statements
September 30, 2008

Note 2.     Summary of Significant Accounting Policies (Continued)

Revenue Recognition

The Company recognizes net revenue when the earnings process is complete, as evidenced by:

·  
an agreement with the customer;
·  
delivery to and acceptance of the product by the customer has occurred;
·  
the amount of the fees to be paid by the customer are fixed or determinable; and
·  
collection of these fees is probable.

If an acceptance period is contractually provided, license revenues are recognized upon the earlier of customer acceptance or the expiration of that period.  In instances where delivery is electronic and all other criteria for revenue recognition have been achieved, the product is considered to have been delivered when the customer is provided the access code to download the software from the Internet.

Because of possible price fluctuations or technology obsolescence, subscription revenue will be deferred and recorded on a monthly basis as earned. Delivery, selling or other costs billed to the customers is included in net revenue and the related delivery, selling or other costs is included in the cost of selling subscriptions.

Product Development

Where there is reasonable assurance of recovery, development costs are capitalized.  Capitalization of costs ceases when the product is available for general release to customers.  Annual amortization of capitalized costs is the greater of amortization computed using the straight-line method over the remaining estimated economic life of the product or computed using the ratio of the product’s current and anticipated future gross revenue.

Stock-based Compensation Plans

The Company has no stock-based compensation plans.

Interim Financial Reporting

The Company's interim financial statements have been prepared, without audit, in accordance with generally accepted accounting principles and are consistent with the presentation and disclosures in the audited financial statements and notes thereto for the year ended December 31, 2007.
 
MEDIA SENTIMENT, INC.
Notes to Financial Statements
September 30, 2008

Note 2.     Summary of Significant Accounting Policies (Continued)

Income Taxes and Deferred Taxes

The Company utilizes the liability method of accounting for income taxes.  Deferred tax liabilities or assets are recognized for the expected future tax consequences of temporary differences between the book and tax bases of assets and liabilities.  The Company regularly assesses the likelihood that the deferred tax assets will be recovered from future taxable income, and a valuation allowance is recorded to reduce the deferred tax assets to the amounts that are believed to be realizable.

A full valuation allowance on any future tax benefits is being provided until the Company can sustain a level of profitability that demonstrates the ability to utilize these assets.

Basic and Fully-diluted Loss per Common Share

Net loss per common share is based on the weighted average number of shares outstanding during the year.  Fully-diluted net loss per common share is not reported because, under current conditions, the loss per share is anti-dilutive.

Certain Significant Risks and Uncertainties

The Company participates in the high technology industry and believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations or cash flows:  advances and trends in new technologies; competitive pressures in the form of price reductions; market acceptance of the Company’s services; development of sales channels; litigation or claims against the Company based on intellectual property, regulatory or other factors.


Note 3.     Going Concern and Liquidity

Without raising additional capital the Company will not continue operations.  Historically, the Company has incurred significant losses and negative cash flows from operations.  As of September 30, 2008, the accumulated deficit was $ 2,325,996 and the negative working capital was  $ 343,476. The negative working capital includes $ 241,000 in current notes payable owed to related parties. The Company plans to fund operations through private placements and a public offering.  There is no assurance that these sources of capital will available to the Company in the future.
 
MEDIA SENTIMENT, INC.
Notes to Financial Statements
September 30, 2008

Note 4.     Basic and Fully-diluted Net Loss per Common Share

Basic net loss per common share is computed based on 3,640,440 shares issued and outstanding at June 30, 2008. Fully-diluted net loss per common share is anti-dilutive and is not reported.
 
 
September 30, 2008
 
September 30, 2007
Basic net loss per common share for the three month period:   $ (0.00)   $ (0.01)
Basic net loss per common share for the nine month period:  $ (0.03)   $ (0.06)
                                                          
Note 5.     Equipment
 
Equipment consists of the following:
 
 
September 30, 2008
 
September 30, 2007
Computer equipment $ 10,511   $ 10,511
Accumulated depreciation   (10,511)     (10,511)
Net book value $ 0   $ 0
 
Note 6.     Intangible Assets

Intangible assets consist of product development and website development costs of $336,060. At the end of 2007 the Company determined that the value of these assets was impaired and wrote off the entire balance. With the Company's history of losses and the uncertainties in financing its ongoing operations, there is no assurance that the products can be successfully brought to market.


Note 7.     Notes Payable to Related Parties

           The notes payable of $241,000 at September 30, 2008 and $148,000 at September 30, 2007 are due to an officer and director of the Company, Marian Munz and his wife Tunde Munz. These notes are convertible, at the option of the note holder, into common and preferred shares of Media Sentiment, Inc at a price of $0.01 per share, subject to adjustment for splits and reverse splits. During the fourth quarter of 2008, Mr. and Mrs. Munz increased their lending to Media Sentiment Inc to $251,000.

MEDIA SENTIMENT, INC.
Notes to Financial Statements
September 30, 2008

Note 8.     Business Combination

On May 17, 2007, the Company entered into an Agreement and Plan of Merger with DBI. As part of the reverse merger, each share common stock of Debut Broadcasting, Inc., a Tennessee Corporation, issued and outstanding immediately prior to the closing of the merger was converted into the right to receive one share of common stock.

           The following table shows the transfer of assets and liabilities from California News Tech as a consolidated entity to Media Sentiment Inc at December 31, 2006:

 
California News Tech
 
Media Sentiment, Inc
 
Consolidating
Adjustment
 
Consolidated
Balance
Cash
  0     21,153         21,153
Accounts receivable
  0     15,388         15,388
Prepaid expense
  0     11,300         11,300
Property and equipment
  0     136         136
Product development
  0     268,860         268,860
Investment in MSI
  3,640     0     (3,640)     0
Intercompany account
  232,792     (232,792)           0
    236,433     84,045     (3,640)     316,837
                       
Accounts payable
  0     (57,980)           (57,980)
Deferred revenue
  0     (1,638)           (1,638)
Notes payable
  (121,940)     (35,000)           (156,940)
Capital stock
  (10,923)     (3,640)     3,640     (10,923)
Additional paid-in capiral
  (1,783,500)     0           (1,783,500)
Retained earnings
  1,679,931     14,213           1,694,144
    (236,433)     (84,045)     3,640     (316,837)
                       
Revenue
  (70,675)     (13,860)           (84,535)
                       
Selling and administrative costs
  429,337     14           429,351
Office and other costs
  291,639     28,059           319,698
Depreciation and amortization
  68,095     0           68,095
Interest income
  (804)     0           (804)
    717,592     14,213           731,805
MEDIA SENTIMENT, INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 2008

Note 8.     Business Combination (continued)

California News Tech is the predecessor business of Media Sentiment Inc. On October 10, 2006 substantially all the assets and liabilities of California News Tech were transferred to Media Sentiment Inc and California News Tech ceased doing business. Therefore the revenue and expenses for California News Tech were incurred during the period from January 1, 2006 to October 10, 2006 and the revenue and expenses for Media Sentiment Inc were incurred during the period from October 11, 2006 to December 31, 2006.

On June 27, 2007, the Company filed a registration statement with the Securities and Exchange Commission with the respect to the issued and outstanding shares of common stock for the purpose of completing a spin-off of the Company by transferring all of the shares of common stock to shareholders of record of California News Tech as of April 20, 2007. We anticipate completing the spin-off during the third quarter of 2008.

As part of the reverse merger, the Company also entered into a Post-Merger Operating Agreement in which the Company and DBI agreed to operate their respective businesses separately.  Moreover, as part of this Post-Merger Operating Agreement, DBI agreed that if for any reason California News Tech is unable to register the Media Sentiment Inc. shares, that DBI would sell its Media Sentiment Inc shares to California News Tech's former president and director, Marian Munz, for $1.00. As a consequence, MSI has and will continue to operate completely separate from DBI effective as of the date of the reverse merger.

At the closing of the reverse merger, the Company received $100,000. $32,000 remains in escrow; the balance has been used for working capital.


Note 9.     Share Capital

At September 30, 2008, the Company’s authorized share capital consists of 100,000,000 shares at $0.001 par value and 10,000,000 at $0.001 par value preference shares authorized. At September 30, 2008 there were 3,640,440 common shares and no preference shares issued and outstanding.


Note 10.     Stock Option Plans and Warrants

The Company has no stock option plans. The Company has no warrants authorized.
 
MEDIA SENTIMENT, INC.
Notes to Financial Statements
September 30, 2008

Note 11.     Income Taxes

The tax effect of significant temporary differences representing future tax assets and future tax liabilities has been fully offset by a valuation allowance.  The Company has determined that realization is uncertain and therefore a valuation allowance has been recorded against this future income tax asset.

As of December 31, 2007, the Company had a net operating loss carry-forward for U.S. federal income tax purposes of approximately $ 530,000.  The federal net operating loss carry-forward, if not utilized, will expire in 2027.

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
 
 
2007
Deferred tax asset attributable to:
 
  Net operating loss carryover
$ 180,200
  Valuation allowance
  (180,200)
      Net deferred tax asset
$ 0

Note 12.     Commitments and Contingencies

At June 30, 2008, the State of California Employment Development Department was engaged in an audit of the Company’s personnel records.  The Employment Development Department has made a determination that the Company owes $17,000 in payroll taxes. This amount was paid in July of 2008. The Company disagrees with this determination and has appealed.

The Company rents its office space on a month-to-month basis.
 
 
Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Our Business

Overview

We own and operate an online news media analysis research service. The service is called MediaSentiment™ and quantifies qualitative press coverage, or what we refer to as Media Sentiment®. The central premise behind MediaSentiment™ is that media reports about the American economy in general and about specific, publicly traded companies contain important information which can be quantified, graphed, and presented to our customers in a manner that helps them understand media sentiment in order to make more informed decisions related to it. This can benefit our customers as they interpret and track the potential impact of media sentiment on the overall financial markets and as it may affect particular companies.

Our MediaSentiment™ research product assists our customers in quickly understanding the cumulative sentiment reflected in media reports. Our proprietary tracking software quickly scans available media reports for key words and provides an assessment as to whether the overall tone of the news story is positive, negative, or neutral.
 

Currently, our operations are substantially suspended and we have no current significant marketing campaigns for our product and, if we do not obtain financing, we will be forced to pursue other business opportunities.

Products and Services

More and more people are trading stocks by using online brokerage accounts. These investors and traders have the ability to press on a submit button and execute trades within seconds. Also, these online investors and traders have access to real time news coming directly from the publicly traded companies the moment they report their material events. We believe that there is a need for online management tools capable of processing the news and information at these online speeds.

We have created the Media Sentiment® Pro package by bundling Heads Up™, Upper Hand™ and Big Movers™.We believe that MediaSentiment Pro is a unique product which adds value to the online financial information market.

We use external data providers for the data necessary to produce the Upper Hand™ and Big Movers™ signals. We use the data from Reuters MetaStock and QuoteCenter platforms for the algorithms used to determine the Upper Hand™ signals. We use data from Knobias, Inc. for the algorithms used to determine the BigMovers™ signals.

We have been successful at introducing our tools to early adopters via direct marketing activities. We have not had the necessary capital so far to market our new products in such a way that would allow us to gain sufficient market share to bring the company to profitability.

Our intent is to bring the company to profitability during the following twelve months through additional financing of the marketing and sales activities. We will need to finance the marketing and sales activities through a combination of sales, strategic partnerships and external financing. External financing sources might include additional lines of credit or additional investments in the company.  We will also continue to market the products directly to our target market via online or offline direct marketing activities.

We generate recurring revenues from direct subscriptions to the MediaSentiment Pro product and from the MetaStock add-on product. MSI is currently conducting very limited marketing and sales operations. The majority of the sales of MediaSentiment Pro subscriptions at this time are sales of the add-on product. Currently, MSI has no new significant marketing campaigns for its product based on the financial condition of the company. If we are able to obtain necessary financing we may be able to enter into a new marketing and distribution arrangements and may be able to develop new advertising and direct marketing campaigns. However, no such assurance can be given that we will be able to obtain financing or enter into any new contracts.

Based on the operational developments described above and the lack of financing, management is currently evaluating our business. We will not be able to continue in the business of selling Media Sentiment® until we obtain financing. If we are unable to obtain financing, we will be forced to continue other business opportunities. The management believes that it could continue a significantly lower level of operations for up to 12 months. These minimal operations would be financed either by lines of credit obtained from commercial banks or from Marian Munz, our president or his family.
 

Raising $1 million in equity financing would give us adequate financing for 12 months and would allow us to create a full time team and start significant marketing activities.  We estimate that the use of the $1 million in equity financing would be: 45% Marketing & Sales, 40% General and Administrative and 15% Research and Development.

Corporate Background

Our prior parent corporation, Debut Broadcasting Corporation, Inc. (“DBI”), was originally incorporated in Nevada on January 22, 1999, as NewsSurfer.com Corporation. In January 2001, it changed its name to California News Tech, and in November 2001 it shifted its business plan to focus on providing online access to news media analysis for a subscription fee. On October 31, 2006, this business operation and its assets were transferred to us as a wholly owned subsidiary under the name Media Sentiment, Inc. (“MSI” or “Media Sentiment”).

On May 17, 2007, our prior parent corporation completed a reverse merger with a private company known as Debut Broadcasting Corporation, Inc. (“Debut”), a Tennessee corporation, whereby it succeeded to the business of Debut and it changed its name to Debut Broadcasting Corporation, Inc. The intent of the merger was to create value for the shareholders of both our company and Debut. Our company received the proceeds of a debenture, the conversion of which was conditional upon the consummation of a merger such as the one which occurred with Debut.  DBI signed a $100,000 debenture with a company known as JWA Ventures. The proceeds went to us but the debenture obligations remained with DBI.  The shareholders of Debut gained liquidity in the public markets that would grant their company access to opportunities in the public markets to finance their expected growth. In anticipation of this merger, our business operations were placed in Media Sentiment, a wholly owned subsidiary of Debut, to be spun off as soon as practicable.   The pre-Merger shareholders of DBI as of April 20, 2007, the “April 20 Shareholders,” are the sole shareholders of Media Sentiment, Inc. after the spinoff.   April 20, 2007 was chosen as the record date during the negotiations leading up to the merger, so that those shareholders who pre-dated the commencement of negotiations would remain as shareholders following the spinoff. As part of the merger agreements, the parent company set aside into an escrow account the total of 3,640,650 outstanding shares. Contractually, only the pre-merger shareholders of record on April 20, 2007 received these shares.

We filed a registration statement on Form S-1/A to register the spinoff of the 3,640,650 shares. This registration statement went effective on August 12, 2008 and registered the issuance of the 3,640,650 shares of our common stock by DBI as a dividend to the April 20 Shareholders on the basis of one share of our common stock for each one share of DBI common stock. The April 20 Shareholders are considered underwriters in the offering. The spinoff is now completed and our outstanding stock consists of the 3,640,650 shares of common stock.
 
 
Critical Accounting Policies

We have included a discussion regarding our Critical Accounting Policies below, placing particular emphasis on those areas where significant levels of judgment are required and where judgments and uncertainties affecting the application of the policies and selection of estimates could result in materially different amounts being reported under different conditions or using different assumptions.

Revenue Recognition

We recognize net revenue when the earnings process is complete, as evidenced by:

§  
an agreement with the customer;
§  
delivery to and acceptance of the product by the customer has occurred;
§  
the amount of the fees to be paid by the customer are fixed or determinable; and
§  
collection of these fees is probable.

If an acceptance period is contractually provided, license revenues are recognized upon the earlier of customer acceptance or the expiration of that period. In instances where delivery is electronic and all other criteria for revenue recognition have been achieved, the product is considered to have been delivered when the customer is provided the access code to download the software from the Internet.

Because of possible price fluctuations or technology obsolescence, subscription revenue will be deferred and recorded on a monthly basis as earned. Delivery, selling or other costs billed to the customers is included in net revenue and the related delivery, selling or other costs is included in the cost of selling subscriptions.

Deferred Revenue

Deferred revenue is customer deposits for unearned subscriptions.

Product Development

Where there is reasonable assurance of recovery, development costs are capitalized. Capitalization of costs ceases when the product is available for general release to customers. Annual amortization of capitalized costs is the greater of amortization computed using the straight-line method over the remaining estimated economic life of the product or computed using the ratio of the product’s current and anticipated future gross revenue.

Results of Operations for the Three Months Ended September 30, 2008 and 2007

For the quarter ended September 30, 2008, we had revenue of $5,499 compared to revenue in the amount of $1,227 for the quarter ended September 30, 2007. The $4,272 increase in revenue is primarily attributable to the overall increase in focus on sales of our primary products and the discontinuation of marketing and sales activities for our mailing and e-mailing distribution lists, barter and product licensing activities.   The past revenues resulting from marketing and sales of our mailing and e-mailing distribution list were essentially reducing the overall costs of the marketing and sales activities of our MediaSentiment™ product.  The company decided to discontinue those activities in order to focus its remaining resources on improving and updating the main products.  The increase in revenues for the third quarter were due also to a change in the product pricing structure, from a $99.95 annual subscription fee for HeadsUp only to $49.95 per month or $480 per year in subscriptions fees for MediaSentiment Pro, with a 30 day free trial.
 

Of the $5,499 we earned in revenue during the quarter ended September 30, 2008, all is attributable to sales of our research product, MediaSentiment™ while $1,399 of the revenue during the third quarter of the prior year is attributable to sales of our research product, MediaSentiment™, with the offsetting credit of $172  attributable to the termination of sales of our mailing and e-mailing distribution lists.

Our operating expenses decreased $15,865 from $42,994 for the quarter ended September 30, 2007 to $27,129 for the quarter ended September 30, 2008. Our expenses for the quarter ended September 30, 2007 consisted of selling and administrative costs of $6,305, office and other operating costs of $19,889, and depreciation and amortization expense in the amount of $16,800.  Our expenses for the quarter ended September 30, 2008 consisted of selling and administrative costs of $1,226, and office and other operating costs of $25,903.  . The decrease in expenses from the third quarter of 2007 to the third quarter of 2008 reflects our significantly reduced operating activity. The decrease in depreciation and amortization expense from the quarter of 2007 to the third quarter of 2008 was due to writing off the Product Development intangible asset at December 31, 2007.

The other expenses increased from $0 in for the quarter ended September 30, 2007 to $6,388 for the quarter ended September 30, 2008.  This increase is attributable to interest and finance charges.

Our net loss decreased by $20,137 from $41,767 for the quarter ended September 30, 2007 to $21,630 for the quarter ended September 30, 2008. The decrease in our net loss was primarily attributable to lower expenditures due to significantly reduced operating activity in the three months ended September 30, 2008, as compared with the same period in 2007.

Results of Operations for the Nine Months Ended September 30, 2008 and 2007

For the nine months ended September 30, 2008, we had revenue of $14,852 compared to revenue in the amount of $12,214 for the nine months ended September 30, 2007. The decrease in revenue is primarily attributable to the overall decrease in marketing and sales activities and the discontinuation of marketing and sales activities for our mailing and e-mailing distribution lists, barter and product licensing activities.   The past revenues resulting from marketing and sales of our mailing and e-mailing distribution list were essentially reducing the overall costs of the marketing and sales activities of our MediaSentiment™ product.  The company decided to discontinue those activities in order to focus its remaining resources on improving and updating the main products.  The decrease in revenues for this time period were due also to a change in the product pricing structure, from a $99.95 annual subscription fee for HeadsUp only to $49.95 per month or $480 per year in subscriptions fees for MediaSentiment Pro, with a 30 day free trial.    Discontinuance of the marketing and sales activities for our mailing and e-mailing distribution list eliminated that source of revenue for the company.  The company will be reliant on revenue from the sentiment products alone.
 

Of the $14,852 we earned in revenue during the nine months ended September 30, 2008, all is attributable to sales of our research product, MediaSentiment™ while $11,901 of the $12,214 we earned in revenue during the first nine months of the prior year is attributable to sales of our research product, MediaSentiment™, with the balances attributable to rental fees for the use of our mailing and e-mailing distribution lists.

Our operating expenses decreased $117,327 from $215,687 for the nine months ended September 30, 2007 to $98,360 for the nine months ended September 30, 2008. Our expenses for the nine months ended September 30, 2007 consisted of selling and administrative costs of $59,965, office and other operating costs of $105,322, and depreciation and amortization expense in the amount of $50,400.  Our expenses for the nine months ended September 30, 2008 consisted of selling and administrative costs of $1,887, and office and other operating costs of $96,484.  The decrease in expenses from the first nine months of 2007 to the first nine months of 2008 reflects our significantly reduced operating activity. The decrease in depreciation and amortization expense from the nine months of 2007 to the first nine months of 2008 was due to writing off the Product Development intangible asset at December 31, 2007

The other expenses increased from $0 in for the nine months ended September 30, 2007 to $17,562 for the nine months ended September 30, 2008,  $16,762 of this increase is attributable to interest and finance charges; the balance is attributable to state minimum taxes.

Our net loss decreased by $102,404, from $203,474 for the nine months ended September 30, 2007 to $101,070 for the nine months ended September 30, 2008. The decrease in our net loss was primarily attributable to significantly reduced operating activity in the nine months ended September 30, 2008, as compared with the same period in 2007.

Based upon the operational developments described above and the lack of financing, management is currently evaluating our business.  We will not be able to continue in the business of selling MediaSentiment™ until we obtain financing.

2008 Liquidity and Capital Resources

As of September 30, 2008, we had current assets of $37,273 and current liabilities in the amount of $380,749. This resulted in a deficit in working capital in the amount of $343,476. $241,000 of the current liabilities are owed to related parties.

Cash used by operations:
Operating activities used $30,663 in cash for the three months ended September 30, 2008, as compared to using $78,854 for the same period the previous year. Our net loss of $28,108 was the primary reason for our negative operating cash flow for the three months ended September 30, 2008.
 

Operating activities used $99,048 in cash for the nine months ended September 30, 2008, as compared to using $184,017 for the same period the previous year. Our net loss of $101,070 was the primary reason for our negative operating cash flow for the nine months ended September 30, 2008.

Cash provided by financing activities
There were $19,000 net cash flows provided by financing activities during the three months ended September 30, 2008, compared to $66,156 provided by financing during the three months ended September 30, 2007. During the third quarter of 2008 and 2007 the financing was obtained by increases in notes payable to Marian and Tunde Munz, the CEO and his wife.

There were $93,000 net cash flows provided by financing activities during the nine months ended September 30, 2008, compared to $179,156 provided by financing during the nine months ended September 30, 2007. During the nine months ended 2008, the financing was obtained by increases in notes payable to Marian and Tunde Munz, the CEO and his wife.

Cash used in investing activities:
The Company did not use cash for investing activities during the three months ending September 30, 2008 and 2007.

The Company did not use cash for investing activities during the nine months ending September 30, 2008 and 2007.

MSI currently faces a multitude of problems which have a significant impact on our operations. These problems each stem from a lack of financing and are interrelated. As a result of not having adequate financing for sales and marketing activities we have not been able to generate significant revenues. In addition, if we are not able to obtain adequate financing we will not be able to engage in any future sales or marketing activities and it is unlikely that other companies will be willing to offer our products to their user base. We will not be able to continue in the business of selling Media Sentiment® until we obtain financing. If we are unable to obtain financing, we will be forced to continue other business opportunities.

Management believes that it could continue a significantly lower level of operations for up to 12 months. These minimal operations would be financed either by lines of credit obtained from commercial banks and from Marian Munz, our president or his family. Raising adequate equity financing would allow us to create a full time team and start significant marketing activities.  We estimate that the use of the $1 million in equity financing would be: 45% Marketing & Sales, 40% General and Administrative and 15% Research and Development.

If we are unable to obtain financing, we will be forced to continue other business opportunities. If we are forced to consider other business opportunities, we intend to seek out opportunities in the business services related industry in which we have some experience.  However, it is impossible to predict the nature of business opportunity in which Media Sentiment, Inc. may participate in the future.  As of this date, we have not searched out any such opportunity.   We may be forced to enter an industry in which we do not already participate to continue as a going concern
 

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of our company as a going concern. However, the business has experienced recurring operating losses since inception. We have a significant working capital deficit and our continued existence is dependent upon our ability to increase operating revenues and/or raise money from equity and debt financing. For these reasons our auditors have raised substantial doubt in their audit report of our ability to continue as a going concern.

Off Balance Sheet Arrangements

As of September 30, 2008, there were no off balance sheet arrangements.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4T.     Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2008.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Mr. Marian Munz, and our Chief Financial Officer, William White.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2008, our disclosure controls and procedures are effective.  There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2008.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are 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 in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.  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 the 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. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.


PART II – OTHER INFORMATION

Item 1.     Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A:  Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

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

On August 12, 2008, the registration statement filed on Form S-1 (Commission file number 333-144101) was declared effective by the SEC. This registration statement registered 3,640,650 in connection with a spin-off of our company to shareholders of Debut Broadcasting Corporation, Inc. (fka California News Tech) as of April 20, 2007.  We will receive no proceeds in connection with this offering.

Item 3.     Defaults upon Senior Securities

None

Item 4.     Submission of Matters to a Vote of Security Holders

No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended September 30, 2008.

Item 5.     Other Information

None

Item 6.      Exhibits


 
SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Media Sentiment, Inc.
   
Date:
November 18, 2008
   
 
By:       /s/ Marian Munz                                          
             Marian Munz
Title:    Chief Executive Officer and Director
 
EX-31.1 2 ex31_1.htm EX 31.1 ex31_1.htm
CERTIFICATIONS

I, Marian Munz, certify that;

(1)
I have reviewed this quarterly report on Form 10-Q of Media Sentiment, Inc.;

(2)
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

(4)
The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

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

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

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

(5)
The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent functions):

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

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

Date: November 18, 2008
 
/s/ Marian Munz
By:      Marian Munz
Title:   Chief Executive Officer
EX-31.2 3 ex31_2.htm EX 31.2 ex31_2.htm
CERTIFICATIONS

I, Marian Munz, certify that;

(1)
I have reviewed this quarterly report on Form 10-Q of Media Sentiment, Inc.;

(2)
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

(4)
The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

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

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

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

(5)
The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent functions):

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

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

Date: November 18, 2008
 
/s/ Marian Munz
By:      Marian Munz
Title:   Chief Financial Officer

EX-32.1 4 ex32_1.htm EXHIBIT 32.1 ex32_1.htm
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the accompanying quarterly Report on Form 10-Q of Media Sentiment, Inc. for the quarter ended September 30, 2008, I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)  
the quarterly Report on Form 10-Q of Media Sentiment, Inc. for the quarter ended September 30, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  
the information contained in the quarterly Report on Form 10-Q for the quarter ended September 30, 2008, fairly presents in all material respects, the financial condition and results of operations of Media Sentiment, Inc.

By:
/s/ Marian Munz
   
Name:
Marian Munz
   
Title:
Principal Executive Officer, Principal Financial Officer and Director
   
Date:
November 18, 2008

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