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0001255294-09-000722.txt : 20091016 0001255294-09-000722.hdr.sgml : 20091016 20091016161358 ACCESSION NUMBER: 0001255294-09-000722 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20091016 DATE AS OF CHANGE: 20091016 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-144101 FILM NUMBER: 091123628 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/A 1 mainbody.htm MAINBODY mainbody.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

Amendment No. 1

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended June 30, 2009

[ ]	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.)

529 Buchanan Street

San Francisco, CA 94102

(Address of principal executive offices)

(415) 861-3421

(Issuer’s telephone number)

825 Van Ness Ave., Suite 406-407, 4th Floor, San Francisco, CA

(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

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

[ ] 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 August 18, 2009.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-QSB, previousl filed with the United States Securities and Exchange Commission on August 19, 2009, is to correct an error as the wrong box was checked on the form that reflects the Company's status as a shell company, as defined in Rule 12b-2 of the Securities and Exchange Act of 1934.

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	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4T:	Controls and Procedures	8
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	9
Item 1A:	Risk Factors	9
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3:	Defaults Upon Senior Securities	9
Item 4:	Submission of Matters to a Vote of Security Holders	9
Item 5:	Other Information	9
Item 6:	Exhibits	9

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:
F-1	Balance Sheets as of June 30, 2009 (unaudited) and December 31, 2008 (audited);
F-2	Statements of Operations for the three months ended June 30, 2009 and 2008 (unaudited);
F-3	Statements of Operations for the six months ended June 30, 2009 and 2008 (unaudited);
F-4	Statement of Stockholders’ Deficit as of June 30, 2009 (unaudited);
F-5	Statements of Cash Flows for the six months ended June 30, 2009 and 2008 (unaudited);
F-6	Notes to Financial Statements;

These 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 June 30, 2009 are not necessarily indicative of the results that can be expected for the full year.

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MEDIA SENTIMENT, INC.

Balance Sheets

	June 30, 2009 (unaudited)		December 31, 2008 (audited)
ASSETS
Current Assets
Cash	$	1,199	$	6,115
Accounts receivable		0		0
Prepaid expenses		1,400		1,400
Total Current Assets		2,599		7,515

TOTAL ASSETS	$	2,599	$	7,515

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued expenses	$	38,748	$	58,025
Accounts payable-related party		40,972		63,511
Notes payable-related party		276,900		254,000
Total Liabilities		356,620		375,536

Stockholders' Deficit
Common stock: 100,000,000 shares authorized; $.001 par value; 3,640,440 shares issued and outstanding		3,640		3,640
Additional paid-in capital		1,978,880		1,978,880
Accumulated deficit		(2,336,541)		(2,350,541)
Total Stockholders’ Deficit		(354,021)		(368,021)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,599	$	7,515

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

F-1

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MEDIA SENTIMENT, INC.

Statements of Operations (unaudited)

For the Three Months ended June 30, 2009 and 2008

	June 30, 2009		June 30, 2008

Gross revenues	$	931	$	6,486

Operating expenses				4
Sales and marketing expenses		226		540
Operating and administrative expenses		5,364		32,053
Total operating expenses		5,590		32,593

Operating loss		(4,659)		(26,107)

Other income (expense)
Forgiveness of debt		39,140		0
Interest		(4,063)		(6,158)
Total other income (expense)		35,077		(6,158)

Net income (loss)	$	30,418	$	(32,265)

Weighted average number of shares outstanding		3,640,440		3,640,440

Net income (loss) per share	$	.01	$	(.01)

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

F-2

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MEDIA SENTIMENT, INC.

Statements of Operations (unaudited)

For the Six Months ended June 30, 2009 and 2008

	June 30, 2009		June 30, 2008

Gross revenues	$	3,307	$	9,353

Operating expenses				4
Sales and marketing expenses		383		651
Operating and administrative expenses		16,393		70,580
Total operating expenses		16,776		71,231

Operating loss		(13,469)		(61,878)

Other income (expense)
Forgiveness of debt		39,140		0
Interest and Taxes		(11,671)		(11,175)
Total other income (expense)		27,469		(11,175)

Net income (loss)	$	14,000	$	(73,053)

Weighted average number of shares outstanding		3,640,440		3,640,440

Net income (loss) per share	$	.00	$	(.02)

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

F-3

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MEDIA SENTIMENT, INC.

Statement of Stockholders' Deficit (unaudited)

As of June 30, 2009

	Common Stock				Additional Paid		Accumulated
	Shares		Amount		in Capital		Deficit		Total

Balance, December 31, 2007		3,640,440	$	3,640	$	1,978,880	$	(2,216,511)	$	(233,991)

Net loss for the year ended December 31, 2008								(134,030)		(134,030)

Ending balance December 31, 2008		3,640,440		3,640		1,978,880		(2,350,541)		(368,021)

Net income for the period ended June 30, 2009								14,000		14,000

Ending Balance June 30, 2009		3,640,440	$	3,640	$	1,978,880	$	(2,336,541)	$	(354,021)

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

F-4

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MEDIA SENTIMENT, INC.

Statements of Cash Flows (unaudited)

For the Six Months ended June 30, 2009 and 2008

	June 30, 2009		June 30, 2008
Cash Flows from Operating Activities:
Net income (loss) for the period	$	14,000	$	(73,052)

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation and amortization		0		0
Changes in Assets and Liabilities
Decrease in prepaid expenses		0		1,500
Increase in accounts payable		(41,816)		3,167
Net Cash Used in Operating Activities		(27,816)		(68,385)

Cash Flows from Financing Activities:
Proceeds from notes payable-related party		22,900		74,000
Net Cash from Financing Activities:		22,900		74,000

Net Increase (Decrease) in Cash		(4,916)		5,615

Cash – Beginning Balance		6,115		7,421

Cash – Ending Balance	$	1,199	$	13,036

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

F-5

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MEDIA SENTIMENT, INC.

Notes to Financial Statements

June 30, 2009

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. At this time, most 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.

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.

F-6

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MEDIA SENTIMENT, INC.

Notes to Financial Statements

June 30, 2009

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, 2008.. In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

F-7

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MEDIA SENTIMENT, INC.

Notes to Financial Statements

June 30, 2009

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 June 30, 2009, the accumulated deficit was $2,336,541 and the negative working capital was $354,021. The negative working capital includes $276,900 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.

F-8

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MEDIA SENTIMENT, INC.

Notes to Financial Statements

June 30, 2009

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, 2009. Fully-diluted net loss per common share is anti-dilutive and is not reported.

	June 30, 2009			June 30, 2008
Basic net loss per common share:	$	0		$	(0.02)

Note 5. Equipment

Equipment consists of the following:

	June 30, 2009		June 30, 2008
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 $276,900 at June 30, 2009 and $254,000 at December 31, 2008 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.

Note 8. Common and Preferred Stock

At June 30, 2009, 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 June 30, 2009 there were 3,640,440 common shares and no preference shares issued and outstanding.

F-9

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MEDIA SENTIMENT, INC.

Notes to Financial Statements

June 30, 2009

Note 8. Common and Preferred Stock

Note 9. Stock Option Plans and Warrants

The Company has no stock option plans. The Company has no warrants authorized.

Note 10. 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.

Note 11. Income Taxes (continued)

As of December 31, 2008, the Company had a net operating loss carry-forward for U.S. federal income tax purposes of approximately $ 656,000. The federal net operating loss carry-forward, if not utilized, will expire in 2027.

Note 12. Commitments and Contingencies

The Company rents its office space on a month-to-month basis.

Note 13. Forgiveness of debt

During the three months ended June 30, 2009, the Company negotiated a reduction in it’s credit card debt with it’s bank in exchange for an agreement to repay the remaining balance. The reduction of $39,140 has been recorded as Other Income on the Company’s Statement of Operations.

F-10

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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.

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.

Subsequent to the reporting period, on August 17, 2009, we entered into an Advertising Representation Agreement with InvestingChannel, Inc. to act as our exclusive seller of advertising space for our website, www.mediasentiment.com. The agreement is for 12 months and we are entitled to 50% of the revenue generated from any advertising acquired. We also entered into a Publisher Services Agreement on the same date with InvestingChannel, Inc. to allow our registrants an opportunity to register with other website providers. Under the agreement, we would be entitled to 50% of the revenues received by InvestingChannel, Inc. from its advertisers as a result of these new registrants.

Complete copies of the above agreements are attached as Exhibits 10.1 and 10.2 to this report and are incorporated herein by reference. The summary of the above transactions does not purport to be complete and is qualified in its entirety by reference to the agreements.

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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.

Deferred Revenue

Deferred revenue is customer deposits for unearned subscriptions.

Product Development

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Results of Operations for the Three Months Ended June 30, 2009 and 2008

For the quarter ended June 30, 2009, we had revenue of $931 compared to revenue in the amount of $6,486 for the quarter ended June 30, 2008. For the six months ended June 30, 2009, we had revenue of $3,307 compared to revenue in the amount of $9,353 for the six months ended June 30, 2008. All revenues earned for the three and six months ended June 30, 2009 are attributable to subscription sales of our research product, MediaSentiment™.

Our operating expenses decreased $27,003 from $32,593 for the quarter ended June 30, 2008 to $5,590 for the quarter ended June 30, 2009. Our expenses for the quarter ended June 30, 2009 consisted of sales and marketing expenses of $226 and operating and administrative expenses of $5,364. Our expenses for the quarter ended June 30, 2008 consisted of sales and marketing expenses of $540 and operating and administrative expenses of $32,053. The decrease in expenses from the quarter ended June 30, 2008 to the quarter ended June 30, 2009 reflects our significantly reduced operating activity.

Our operating expenses decreased $54,455 from $71,231 for the six months ended June 30, 2008 to $16,776 for the six months ended June 30, 2009. Our expenses for the six months ended June 30, 2009 consisted of sales and marketing expenses of $383 and operating and administrative expenses of $16,393. Our expenses for six months ended June 30, 2008 consisted of sales and marketing expenses of $651 and operating and administrative expenses of $70,580. The decrease in expenses from the six months ended June 30, 2008 to the six months ended June 30, 2009 reflects our significantly reduced operating activity.

We recorded other income of $35,077 for the quarter ended June 30, 2009, compared with other expenses of $6,158 for the quarter ended June 30, 2008. We realized $39,140 for the forgiveness of debt during the quarter ended June 30, 2009 that accounted for our other income.

We recorded other income of $27,469 for the six months ended June 30, 2009, compared with other expenses of $11,175 for the six months ended June 30, 2008. We realized $39,140 for the forgiveness of debt during the six months ended June 30, 2009 that accounted for our other income.

We recorded net income of $30,418 for the quarter ended June 30, 2009 compared with a net loss of $32,265 for the quarter ended June 30, 2008. We recorded net income of $14,000 for the six months ended June 30, 2009 compared with a net loss of $73,053 for the six months ended June 30, 2008. During the three months ended June 30, 2009, we negotiated a reduction in our credit card debt with our bank in exchange for an agreement to repay the remaining balance. The reduction of $39,140 has been recorded as other income for both the three and six months ended June 30, 2009.

Based upon the operational developments described above and the lack of financing, management is currently evaluating our business. We may not be able to continue in the business of selling MediaSentiment™ until we obtain financing or until we enter partnerships that allow us to do so.

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Liquidity and Capital Resources

As of June 30, 2009, we had current assets of $2,599 and current liabilities in the amount of $356,620. This resulted in a deficit in working capital in the amount of $354,021. Most of our current liabilities are owed to related parties.

Cash used by operations

Operating activities used $27,816 in cash for the six months ended June 30, 2009, as compared to using $68,385 for the same period in 2008. Our increase in accounts payable in the amount of $41,816, offset by net income of $14,000 was the primary reason for our negative operating cash flow for the six months ended June 30, 2009.

Cash provided by financing activities

There were $22,900 net cash flows provided by financing activities during the six months ended June 30, 2009, compared to $74,000 provided by financing during the same period ended 2008. During the six months ended June 30, 2009, 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 six months ended June 30, 2009 and 2008.

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

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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 June 30, 2009, 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 June 30, 2009. 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 June 30, 2009, our disclosure controls and procedures are effective. There have been no changes in our internal controls over financial reporting during the quarter ended June 30, 2009.

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.

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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

None

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 June 30, 2009.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
10.1	Advertising Representation Agreement dated August 17, 2009
10.2	Publisher Services Agreement dated August 17, 2009
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	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

Table of Contents

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:	Ocotber 16, 2009

	By: /s/ Marian Munz Marian Munz Title: Chief Executive Officer and Director

EX-10.1 2 ex10_1.htm EXHIBIT 10.1 ex10_1.htm

Advertising Representation Agreement

This Client Services Agreement ("Agreement") is made as of the 17th day of August, 2009 ("Effective Date") between InvestingChannel, Inc. (“InvestingChannel” or “Representative”), a Delaware corporation, and the Client named below (“Client”). Capitalized terms not otherwise defined on this Agreement shall have the same meaning ascribed to such terms in the Terms and Conditions attached hereto and incorporated herein.

WHEREAS, Client owns and operates its content and inventory located on www.mediasentiment.com (the “Website”);

WHEREAS, Client desires to engage Representative for the solicitation and sale of advertising space and the representation of some of Client’s Inventory (as defined below).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, THE PARTIES AGREE TO THE TERMS SET FORTH BELOW AND THE TERMS AND CONDITIONS ATTACHED HERETO:

REPRESENTATION FORM

Client Name:		Media Sentiment, Inc.
Representative:		Marian Munz	Telephone:	(415) 205-1695
Address:		825 Van Ness Ave, 4th Fl.	Fax:	(415) 358 9853
		San Francisco, CA 94102	Email Address:	munz@mediasentiment.com
InvestingChannel, Inc.
Representative:		Nikesh Desai	Telephone:	646-467-7825
Address:		52 E. 13th St., Suite 5D	Fax:	646-290-8452
		New York, New York 10003	Email Address:	nikesh@investingchannel.com
Live Date:	TBD
Term:	12 months
Payment Amount:	Representative shall remit to Client fifty percent (50%) of Revenue (as defined below). For the first two weeks upon ad tag implementation, Representative may run some free ad campaigns to measure site performance.
Development Fee:	$0.00 – WAIVED
Client Website(s):	www.mediasentiment.com
Payment Terms:	InvestingChannel shall make payments to Client on or before the 45 days following the last day of the calendar month in which InvestingChannel collects and receives payment from the applicable advertiser and when payment totals at least $200.00 (the “Minimum Payment”).
Inventory:	All ad impressions that Client owns and serves through its Website(s), e-newsletters, registration and email database.

IN WITNESS WHEREOF, InvestingChannel and Client have each caused this Agreement to be executed by their duly authorized representatives, effective as of the day and year first written above.

INVESTINGCHANNEL, INC.:

InvestingChannel, Inc.

/s/ Nikesh Desai

Signature

President

Title

Nikesh Desai

Name

CLIENT:

Media Sentiment, Inc.

/s/ Marian Munz

Signature

President & CEO

Title

Marian Munz

Name

TERMS AND CONDITIONS

I. SERVICES

1.1.

The Client hereby retains and appoints the Representative during the term of this Agreement as the exclusive seller of Client’s advertising space within the Inventory on the terms set forth in the Representation Form. For the purpose of this Agreement, the term “Inventory” shall have the meaning set forth in the Representation Form.

1.2.	The Representative accepts the appointment and agrees to use its efforts in the solicitation and sale of advertising space within the Inventory and in the advancement and promotion of said Inventory, adhering at all times to the established policies of the Inventory.

1.3.

It is understood and agreed that all Advertising sold by Representative will be solely approved, trafficked, served and optimized by Representative with Representative’s chosen ad serving technology. For the purpose of this Agreement, the terms “Advertising” or “Advertisement” shall mean advertising sold by Representative, in any media or form, for an advertisers’ brands, products or services, for placement on Client’s products and services, in any media or form, including without limitation, web sites and email lists.

II.	FEES AND PAYMENT

2.1.

Fees

During the term of this Agreement, Representative shall remit to Client an amount of the Revenue as set forth in the Representation Form. For the purpose of this Agreement, "Revenue" shall mean and include all amounts billed and received, net of refunds, by Representative for Advertising generated and sold by Representative on Client’s Inventory. Representative shall be entitled to commissions on all Advertising during the term of this Agreement, and, upon termination of this Agreement, on all Advertising contracts agreed to in writing during the term hereof.

2.2.	Traffic Calculation

Representative shall have the sole responsibility for calculation and reporting of all statistics, including impressions, leads, sales clicks, earnings reports and referral earnings. Representative will post reports of all traffic resulting from the Client’s advertising HTML codes (“Ad Codes”) on Representative’s website for the Client to access.

2.3.

Payments

Representative will make payments to Client within the period set forth in the Representation Form. Representative shall not be liable for monies billed but not cleared and collected from advertisers. Representative will pay the Client only for months in which earned revenue exceeds Minimum Payment for the month. Revenue which is not paid to the Client in any month will be credited to the account of the Client and paid later, when accrued revenue exceeds Minimum Payment.

2.4.

Expenses

The Representative shall bear all its expenses and obligations incurred in connection with its solicitation and sale of advertising space on the Inventory, including travel and entertainment expenses. In the event Client requests the Representative to travel, attend trade shows/conventions or sales meetings or perform other services not in the normal course of its duties, Client will promptly reimburse Representative for all reasonable expenses incurred.

2.5.

Additional Expenses

Client shall be responsible for paying any applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity, including, but not limited to personal income tax, social security and/or welfare obligations, sales tax, Value Added Tax (VAT), and use tax if applicable. Client also agrees that Representative is not obligated to determine whether sales or use taxes apply on any Advertising sales and is not responsible to collect, report, or remit any sales or use taxes arising from any such transaction.

III. SERVICE REQUIREMENTS

3.1.

General Requirements

To enable Representative to maximize the Advertising revenue for the Inventory, Client hereby agrees to, at minimum, the following: (i) enable Client websites’ pages to display all forms of “rich media” Advertising, subject to both parties’ approval; (ii) allow Representative to link to the Client and its content from all websites and blogs owned and/or managed and/or represented in any way by Representative; and (iii) provide all or some portion of the following items for Advertising: banners in the form of 728x90 pixels, 300x250 pixels, 160x600 pixels and other such units requested by advertisers.

3.2.	HTML Tagging

Client agrees to code the pages of Client’s websites with the HTML tags and do so in a mutually agreed upon manner, provided by Representative within five (5) business days of Client’s receipt of such HTML tags. The HTML tags enable Representative to serve Advertisements. During the term of this Agreement, Client agrees to maintain on Client’s websites all HTML tags necessary for Representative to serve Advertising. If at any point during the term of this Agreement, Representative requests via email notification that Client remove certain of such HTML tags for reasons of inventory management or to minimize the generation of system defaults, Client agrees to do so within three (3) business days, and send an email confirmation to Representative upon such removal. Client agreed not to alter, modify, or delete and HTML tags without seven (7) business day’s prior written notice to Representative.

IV. INVESTINGCHANNEL NETWORK POLICIES AND CLIENT OBLIGATIONS

4.1.	Network Policies Client hereby acknowledges and agrees that:

Client account will be monitored continuously by Representative’s traffic department. In the event Representative deems a Client's account to be outside the acceptable bounds for traffic quality, Representative will terminate the account. In the event traffic quality drops below the acceptable average for only a specific website within a Client's account, Representative will request that the Client remove the website from their account. Failure to do so will result in termination of the Client's membership;

Membership in the Representative online advertising network is subject to prior approval by Representative. Representative reserves the right to refuse service to any new or existing Client, at its sole discretion, with or without cause. Approval of membership in the Representative online advertising network is limited only to the specific root domain for which the Client has applied for approval;

Up to 10% of Inventory may be provided free of charge, at the sole discretion of Representative, to current or potential future advertisers or to non-profit organizations or similar groups mainly for the purpose of reconciling advertiser serving technology discrepancies for number of ads served and advertiser test campaigns;

From time to time, in order for the advertising agencies or advertisers to optimize their advertising campaigns, Representative may be required to change the targeting of a campaign in mid-flight if directed to do so by the buyer of the advertising or if decided to do so by the Representative. All attempts will be made to meet the performance needs to the advertising agency to minimize any negative impact on the Client;

Client shall assign traffic metrics of the Inventory for all third party tracking organizations, including but not limited to comScore Networks and Nielsen//NetRatings, to Representative. Client further agrees to execute documents with Media Metrix or other third party services to evidence such assignment of site traffic;

Representative is the sole owner of all website, campaign, and aggregate user data collected by the Representative. Advertisers have access only to website and aggregate user data that is collected as part of their campaign(s). Clients have access only to campaign and aggregate user data that is collected through the use of their inventory;

G.	Client shall promptly notify Representative of any substantive change in Client content or editorial direction;

H.	Client is solely responsible for the development, maintenance and operation of its Website and for all content and other materials that appear on its Website;

I.	In the event that an ad tag fails to function properly, Client shall be responsible for removing such ad tag from its Website, and promptly replace it with a new tag supplied by Representative, if Representative is unable to correct the issue;

J.	Client agrees to list Representative, during the term of this Agreement, as an advertising representative for advertising for Client in any and all applicable rate and data services and listings, as well as on Inventory;

At all times during the term of this Agreement, Client shall display on the footer or homepage of its Website such clickable network attribution as is provided by Representative from time to time, which shall link to a web page hosted by Representative promoting or otherwise providing information about the network;

Client shall display on its Website, and fully complied with, a privacy policy that is in compliance with all applicable laws rules and regulations. Such policy shall be accessible via a link on the home page of each Website and any other pages upon which user information is collected. Client shall also provide a section in their privacy policy that clearly and conspicuously discloses its use of third party ad and collection of information for ad targeting;

M.	Client shall display a piece of code throughout its site which allows Representative to quantify and survey the audience so as to best present the Inventory to advertisers; and

Any email list provided to Representative shall be an “opt-in” list of Customers (as defined below) and messages to be sent to such list shall 1) be devoid of any reference to the source of the recipient’s email address; 2) comply with the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM”) and all other applicable data protection laws, rules and regulations; 3) be in good taste and of the highest integrity consistent with DMA guidelines as the same may be revised from time to time (see: http://www.thedma.org/guidelines/ethicalguidelines.html) “Customer(s)” shall mean individuals with whom Client has established a relationship (e.g. individual has requested a catalog, subscribed to a newsletter, completed a business transaction, but shall not include inquiries by individuals where such individuals merely contact Client but do not establish a relationship but would be considered prospects), excluding individuals who have requested not to receive email solicitations from Client.

4.2.	Client Obligations

Client hereby agrees not to engage in any of the following:

Generate traffic to Client’s Website utilizing any of the following methods: listing on newsgroups, unsolicited bulk commercial e-mailings, instant messenger postings or chat room postings;

Engage in any of form of fraudulent traffic generating methods including, but not limited to, robots, spiders, auto-spawning browsers, auto reloading meta refreshes or any other form of fraudulent and artificial traffic;

Receive traffic from websites that contain materials that are deemed offensive or illegal in nature, including, but not limited to, websites promoting mp3, warez, EMU, ROM or pornographic materials;

Change or alter in the Client’s advertising Ad Codes provided by Representative in any manner;

Place Ad Codes on the pages of the following nature: blank pages with no content or pages that only contain advertisements; or

Place Ad Codes on any root domain not specifically approved for membership within the Representative’s network.

If Client obligations outlined above are not upheld, any such actions will lead to account termination and all funds generated from said actions will be forfeited.

4.3.	Client Representation and Warranties.

Client hereby represents and warrants that (i) it has full power and authority to enter into this Agreement, to carry out its obligations hereunder, and to grant the rights herein granted; (ii) the execution and delivery of this Agreement and the transactions contemplated hereby do not and will not result in a breach, violation or default, of such party’s organizational documents or bylaws, or any agreement to which such party may be bound; (iii) performance of its duties under this agreement will not violate the intellectual property rights of any third party or the laws or regulations of any governmental, regulatory, or judicial authority; (iv) it owns operates and has sole editorial and creative control over the Website; (v) it owns and/or has the right to use the Website, all content and all materials contained on the Website, including, without limitation, all copyrights, trademarks and other proprietary rights in and to such materials; and (vi) it has secured the requisite permission to use any person’s name, voice, likeness and performance as embodied in such materials, or any other element contained in said material. Client agrees that its indemnity obligations to Representative set forth below shall extend to advertisers purchasing Advertising on the Client’s Website pursuant to this Agreement. Client agrees that its Website shall not contain Questionable Content. For the purposes of this agreement, “Questionable Content” is defined as any editorial, visual or journalistic dialog that references: illegal substances or subject matter; is in violation of any local, state, or federal ordinance, regulation or law; pornography; controversial political views; gambling; or promotes any activity that is illegal, discriminatory or has the intention to cause harm.

V. TERM AND TERMINATION

5.1.

Term

This Agreement shall commence upon execution by both parties and continue for a term as set forth in the Representation Form (the “Term”). This Agreement shall automatically renew for successive twelve (12) month terms unless either party provides the other with written notice of termination at least ninety (90) days prior to the renewal date.

5.2.	Termination

This Agreement may be terminated: (i) by either party, immediately upon written mutual consent of Representative and Client; (ii) by either party, upon ninety (90) days' written notice to the other party of a material breach of this Agreement by such other party; provided, however that such termination shall not be effective if said breach has been cured to the reasonable satisfaction of non-breaching party prior to the expiration of the ninety (90) day notice period; (iii) by Representative, upon one (1) week’s written notice in the event that Client's account has been inactive or idle for a period longer than one month; (iv) immediately following written notice in the event the other party becomes or is declared insolvent or bankrupt, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within sixty (60) calendar days or makes an assignment for the benefit of creditors; or (v) with thirty (30) days written notice if Representative fails to achieve higher than thirty percent (30%) sell through rate of total premium, larger ad units (i.e., 728x90, 160x600, 300x250); provided however that such termination shall not be effective if said breach has been cured within the thirty (30) day termination period.

5.3.	Effect of Termination

Upon termination of this Agreement, (i) Representative shall promptly pay to Client any monies due pursuant to Article 2 above; (ii) Client shall promptly reimburse Representative, upon receipt of an expense statement for the applicable period, for any out-of-pocket business and travel expenses incurred or accrued by Representative as of or prior to the Termination Date for the performance any additional activities requested by Publisher beyond the scope of Representative’s obligation under this Agreement; and (iii) Representative shall be entitled to Revenue as provided in Article 2 herein, without diminution or deductions of any kind generated by the fulfillment and delivery of all existing contracts and insertion orders on or prior to the termination date of this Agreement that require Client’s Inventory to fulfill for a period of sixty (60) days following any such termination.

5.4.	Cooperation

Parties hereby agree that they shall use all commercially reasonable efforts to fully cooperate with each other to carry out the purpose and intent of this Agreement. Each party hereby agrees that it shall not take any action, or fail to take any action, which action or failure to act would reasonably be expected to delay or prevent the performance of the obligations of the other party under this Agreement. Client will make best efforts to facilitate the most effective integration and further development of Inventory in a timely manner while bearing those development costs.

VI. INDEMNIFICATION; LIMITATION ON WARRANTIES

6.1.	Indemnification

Client assumes the sole responsibility for its content and use of the InvestingChannel network, including, without limitation, compliance with all governmental requirements related to Client (including compliance with all Federal Trade Commission rules, regulations and guidelines), user data and its business. Client shall indemnify, defend and hold harmless InvestingChannel, its directors, officers, employees and agents, and defend against any action brought against the same with respect to any and all losses, claims, liabilities, causes of action, debt, damages and expenses of any nature, including, without limitation, attorneys’ fees, arising out of Client’s use of the InvestingChannel network, the content, quality, performance and all other aspects of the user data, including the transmission, maintenance, retention, transfer or access to user data or the equipment and facilities used by Client or Client’s other use of the Internet, any failure to provide a complete and accurate suppression file to Representative and misuse or unauthorized use of the user data.

6.2.	Disclaimer of Warranty

DISCLAIMER OF WARRANTY. THE SERVICES ARE DISTRIBUTED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. CLIENT EXPRESSLY AGREES THAT USE OF THE SERVICES AND ANY OTHER SERVICES PROVIDED BY INVESTINGCHANNEL ARE AT CLIENT’S SOLE RISK AND LIABILITY. NEITHER INVESTINGCHANNEL NOR ANY OF ITS UNDERLYING SERVICE PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE; NOR DOES INVESTINGCHANNEL OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICES AND ANY OTHER SERVICES PROVIDED BY INVESTINGCHANNEL.

Disclaimer of Actions Caused by and/or Under the Control of Third Parties.

INVESTINGCHANNEL DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM INVESTINGCHANNEL’S DATA CENTERS AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS CAUSED BY THESE THIRD PARTIES CAN PRODUCE SITUATIONS IN WHICH INVESTINGCHANNEL’S CLIENTS’ CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF) MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH INVESTINGCHANNEL WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, INVESTINGCHANNEL CANNOT GUARANTEE THAT THEY WILL NOT OCCUR. ACCORDINGLY, INVESTINGCHANNEL DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

6.3.	Limitation of Liability

EXCEPT FOR DAMAGES ARISING FROM BREACHES OF ARTICLES 3 OR 4, OR AMOUNTS PAYABLE PURSUANT TO INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.1, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR ANY OF ITS RESPECTIVE UNDERLYING SERVICE PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS SHALL HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL DAMAGES, LOST CLIENT DATA, LOST CLIENT DATA, LOST REVENUE OR LOST PROFITS SUFFERED BY THE OTHER PARTY AS A RESULT OF THE OPERATION OR MALFUNCTION OF THE SERVICES, REGARDLESS OF WHETHER OR NOT SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES ARISING FROM BREACHES OF ARTICLES 3 OR 4, OR AMOUNTS PAYABLE PURSUANT TO INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.1, THE MAXIMUM AGGREGATE LIABILITY FOR DAMAGES HEREUNDER SHALL BE THE TOTAL AMOUNT PAID TO CLIENT BY INVESTINGCHANNEL FOR THE PRECEDING SIX MONTHS UNDER THIS AGREEMENT. The provisions of this Article VI allocate the risks under this Agreement between InvestingChannel and Client. InvestingChannel's pricing reflects this allocation of risk and the limitation of liability specified herein.

VII. GENERAL TERMS

7.1.	Nondisclosure

Each Party acknowledges that, from time to time, it may be furnished with or may otherwise receive or have access to confidential information or material (whether such material is or is not marked or identified as proprietary or confidential) in connection with this Agreement that relates to past, present or future products or services, software, research development, inventions, processes, techniques, designs, data, technical information, financial information, and marketing plans, and including the terms of this Agreement (the “Proprietary Information”). Each Party agrees, for the Term of this Agreement or one (1) year after its termination pursuant to Section 5.2, to preserve and protect the confidentiality of the Proprietary Information in all of its physical forms (using precautions as similar to those it takes to protect its own Proprietary Information, but in no case less than a reasonable degree of care). The foregoing obligations do not apply to information that (a) is or becomes generally available to the public, (b) was in a Party’s possession or known by it prior to receipt from the other Party, (c) was disclosed to a Party by a third party not known to such Party to be obligated to maintain confidentiality, or (d) was developed by a Party or its representatives independently of and without reference to any Proprietary Information. Non-identifiable information which is not Confidential Information of Client may be used by InvestingChannel in its business, provided that such non-identifiable information cannot be linked to Client. Each Party may disclose Proprietary Information only to its employees, agents, and/or contractors on a need-to-know basis and subject to nondisclosure obligations similar to those set forth herein. Each Party may disclose Proprietary Information as required by governmental or judicial order, provided that it gives the other Party prompt notice of such order and complies with any protective order (or its equivalent) imposed on such disclosure. Each Party shall return or destroy, at other Party’s option, all copies (including digital and electronic copies) of Proprietary Information at the end of term of this Agreement or at the request of the other Party. Due to the unique nature of the Proprietary Information, any breach of this Section shall entitle the non-breaching party to seek injunctive and other appropriate equitable relief in addition to whatever remedies it may have at law.

7.2.

Ownership

InvestingChannel shall own any and all right, title, and interest in and to (a) each unique user’s data and behavior collected by InvestingChannel, including without limitation, analyses, compilations, overlays, summaries, service performance evaluation, public reporting requirements, marketing activities, abstracts, or other manipulations of such data, and (b) all intellectual property rights (including without limitation copyrights and patent rights) in each of the foregoing. Except for Client’s rights under this Agreement, Client agrees that it has no rights or licenses in or to any of the foregoing.

7.3.	Survival Articles 6 and 7 of this Agreement shall survive any termination or expiration of this Agreement and Articles 2, 3 and 4 of this Agreement shall survive until no further payments are due hereunder.

7.4.

Governing Law; Jurisdiction

This Agreement shall be governed by the laws of the State of New York and shall be deemed to be executed in the State of New York. In any legal action relating to this Agreement Client agrees (a) to the exercise of jurisdiction over it by a state or federal court in New York, New York or the United States District Court for the Eastern District of New York; and (b) that if Client brings the action, it shall be instituted in one of the courts specified in subparagraph (a) above. InvestingChannel may institute legal action in any appropriate jurisdiction.

7.5.

Assignment

This Agreement or any of the rights, interest or obligations hereunder shall not be transferred or assigned, directly or indirectly, without the prior written consent of the other Party hereto; provided, however, Representative may transfer or assign any or all of its obligations under this Agreement without Client’s prior consent. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns

7.6.

Notice

All notices, including notices of address change, required to be sent hereunder shall be in writing delivered by registered or certified mail or by Federal Express (or similar reputable express courier) to the first address listed in the relevant Order Form (if to Client) or to the InvestingChannel address on the Order Form (if to InvestingChannel). Notices may be changed upon written notice sent in accordance with this Section 8.6. Notices shall be effective upon receipt.

7.7.	Severability In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

7.8.

Force Majeure

Except for obligations of confidentiality and payment hereunder, neither party shall be in default by reason of any failure in performance of this Agreement if such failure arises, direct or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, default by subcontractors or suppliers, acts of God or of the public enemy, U.S. or foreign governmental acts in either a sovereign or contractual capacity, terrorist acts, labor, fire, flood, epidemic, restrictions, and/or strikes.

7.9.

Independent Contractor

The parties to this Agreement shall be independent contractors and nothing herein shall be deemed or construed to create a partnership or joint venture between them. Except as expressly described herein, neither party shall have any power whatsoever to obligate or bind the other party hereto in any manner.

7.10

Entire Agreement

This Agreement constitutes the complete agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements or representations, written or oral, with respect to the subject matter herein. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party hereto. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

EX-10.2 3 ex10_2.htm EXHIBIT 10.2 ex10_1.htm

Publisher Services Agreement

This Publisher Services Agreement ("Agreement") is made as of the 17th day of August, 2009 ("Effective Date") between InvestingChannel, Inc. (“InvestingChannel”), a Delaware corporation, and the Client named below (“Client”). Capitalized terms not otherwise defined on this Order Form shall have the same meaning ascribed to such terms in the Terms and Conditions attached hereto and incorporated herein.

WHEREAS, InvestingChannel agrees to provide services (the “Services”) which include the validation of certain registration data (“Registrant Data”) provided to web publisher clients, including Client, by a person visiting, registering or revisiting its website for any reason (“Registrant”), the storage of Registrant Data validated by InvestingChannel, the software development of customized offer placements and offer pages, the sales and presentation of various advertising offers by various advertisers to Registrants via an offer placement or offer page, and the transfer of Registrant Data to one or more advertisers upon the selection of or opt-in to such offer(s) by a Registrant;

WHEREAS, Client desires to use the Services and InvestingChannel desires to provide the Services in accordance with the terms and conditions contained herein.

ORDER FORM

Client Name:	Media Sentiment, Inc.
Representative:	Marian Munz		Telephone:	(415) 205-1695
Address:	825 Van Ness Ave, 4th Fl.		Fax:	(415) 358 9853
	San Francisco, CA 94102		Email Address:	munz@mediasentiment.com
InvestingChannel, Inc.
Representative:	Nikesh Desai		Telephone:	646-290-8454
Address:	52 E. 13th St., Suite 5D		Fax:	646-290-8452
	New York, New York 10003		Email Address:	nikesh@investingchannel.com
Live Date:
Term:		12 Months
Implementation Type:		TBD
Initial Number of Offer Placements or Offer Pages:		TBD
Offer Page Placements:		1-Definitively in all Client Registration Paths; 2-Potentially within a to be developed Branded Marketplace accessible from site and newsletters; 3-Potentially accessible from database promotions and newsletters to existing registrants
Net Offer Revenue % Per Offer Page:		50%
Development Fee:		$0.00 – WAIVED
Client Website(s): www.mediasentiment.com
Payment Terms: All Client Revenue Share payments shall be made by InvestingChannel on or before the 45 days following the last day of the calendar month in which InvestingChannel receives payment from the applicable advertiser and when payment totals at least $200.00.
Other Terms: InvestingChannel will be exclusive advertising representative for all new Client co-registration advertising.

IN WITNESS WHEREOF, InvestingChannel and Client have each caused this Agreement to be executed by their duly authorized representatives, effective as of the day and year first written above.

INVESTINGCHANNEL, INC.:

InvestingChannel, Inc.

/s/ Nikesh Desai

Signature

President

Title

Nikesh Desai

Name

CLIENT:

Media Sentiment, Inc.

/s/ Marian Munz

Signature

President & CEO

Title

Marian Munz

Name

TERMS AND CONDITIONS

I. DEFINITIONS

1.1.	“Client Revenue Share” shall mean the Net Offer Revenue times the Net Offer Revenue Percentage.

1.2.	“Client Website” shall mean the website(s) of Client specified on the Order Form.

1.3.	“Development Fee” shall mean the amount specified on the Order Form.

1.4.	“Net Offer Revenue” shall mean the amount actually collected, net of refunds, from each advertiser by InvestingChannel for each Opt-In Customer generated pursuant to the Offer Placement or Offer Page of Client and accepted by an advertiser.

1.5.	“Net Offer Revenue Percentage” shall mean the percentage for each Offer Placement or Offer Page set forth on the Order Form and as may be modified from time to time by the parties.

1.6.

“Offer Page” shall mean a customized webpage developed by InvestingChannel, and approved by Client, branded to look substantially like the Client Website and listing that number of offers set forth on the Order Form from various advertisers, including without limitation, one or more offers by InvestingChannel as set forth on the Order Form.

1.7.	“Offer Placement” shall mean offers from various advertisers served by the InvestingChannel System using certain customized software developed by InvestingChannel that is incorporated into the Client Website.

1.8.	“Opt-In Customer” shall mean a Registrant that chooses or “opts-in” to receive one or more offers from one or more advertisers presented to a Registrant via the Offer Page or Offer Placement.

1.9.

“InvestingChannel System” shall mean the technology platform used by InvestingChannel to perform the Services, including without limitation, the collection and validation of Registrant Data, storage of Registrant Data and the transmission of Registrant Data to advertisers whose offers the Opt-In Customers select.

1.10.

“Order Form” shall mean the first page of this Agreement.

1.11.

“Registrant” shall mean a person visiting, registering or revisiting who is submitting or has submitted in the past, their information for any other reason on the Client Website.

1.12.

“Registrant Data” shall mean the registration data, including without limitation, Registrant full name, mailing address, email address, phone number, IP address and other demographic data, in digital format delivered by a Registrant to Client via the Client Website and then provided by Client to InvestingChannel in the course of the provision of the Services.

1.13.

“Live Date” shall mean the date as set forth on the Order Form.

1.14.

“Services” shall mean those services described in Section 3 below and also listed on the Order Form.

Capitalized terms not otherwise defined in these Terms and Conditions shall have the same meaning ascribed to such terms in the Order Form.

II. CLIENT OBLIGATIONS

2.1.	Collection and Transmission of Registrant Data Client shall collect and transmit via the Internet any Registrant Data to InvestingChannel for further delivery of such Registrant Data to specified advertisers as agreed to by the parties.

2.2.	On-going Assistance Client shall provide reasonable on-going assistance to InvestingChannel with regard to technical, administrative and service-oriented issues relating to the Services.

2.3.	Client Hardware and Software Client shall provide all computer hardware, software and telecommunications systems necessary to connect the Client Website to the Internet.

2.4.

Client Privacy Policy

Client shall at all times maintain a privacy policy that is reasonably accessible and clearly and concisely informs a Registrant or potential registrant about the collection, use and disclosure of his or her personal information to InvestingChannel and/or advertisers upon the selection of an advertiser’s offer(s).

2.5.

Client Representations and Warranties

Client represents and warrants that (i) all Registrant Data is validly obtained by Client and that Client has not generated any Registrant Data by fraudulent means, including without limitation, the pre-population of click-throughs, fake redirects, automated software or other means of generating fraudulent Registrant Data and/or Opt-In Customers; (ii) all Registrant Data transmitted by Client to InvestingChannel and further transmitted to selected advertisers complies with Client’s privacy policy and that Client has rights to transfer the Registrant Data to InvestingChannel; (iii) neither the Client Website nor any links to websites on Client Website does or will at any time contain any pornographic, racial, ethnic, software pirating or hacking, hate-mongering, or otherwise objectionable content; and (iv) Client will not engage in any illegal activity. Any breach of the foregoing warranties shall be deemed a material breach of this Agreement.

III. SERVICES

3.1.	Registrant Data Collection, Validation and Storage

A.	Any and all Registrant Data transmitted to InvestingChannel will be accessible by InvestingChannel.

InvestingChannel will provide the InvestingChannel System necessary to (i) develop and present advertiser’s offer(s) via an Offer Page or Offer Placement, (ii) collect and validate the Registrant Data from Client, including, without limitation, personally identifiable information of each Registrant, if any, via the Internet, (iii) store the Registrant Data in accordance with its then current policies and procedures, (iv) transmit or deliver the Opt-In Customer’s Registrant Data to the advertiser whose offer was selected by the Opt-In Customer, for the term of this Agreement and any renewal thereof. Client acknowledges and agrees (a) that the primary function of the Services is to facilitate the compilation, validation and delivery of the Registrant Data of Opt-In Customers to various advertisers; and (b) that Client is solely responsible for the content, quality, performance, and all other aspects of the Registrant Data, including the compliance with all laws relating to the transmission, maintenance, retention, transfer, or access to the Registrant Data, including without limitation, laws related to data sovereignty and privacy (including compliance with Client’s own privacy policy), and the equipment and facilities used by Client in connection with the Registrant Data.

If applicable, InvestingChannel grants to Client a non-exclusive, non-transferable limited license to the Offer Placement as specified on the Order Form solely to serve various advertiser offers to Registrants. If applicable, InvestingChannel grants to Client a non-exclusive, non-transferable license for the limited purpose of linking the Client Website to the InvestingChannel System.

InvestingChannel will validate certain Registrant Data in accordance with InvestingChannel’s then current procedures. If such Registrant Data cannot be validated or such validated Registrant Data does not match the advertiser criteria, InvestingChannel will not present an Offer Placement or Offer Page to the Registrant and will delete the Registrant Data from the InvestingChannel System in accordance with its then current policies and procedures.

In the event the Registrant Data is validated by InvestingChannel and the Registrant Data matches one or more advertisers’ criteria, InvestingChannel will present to the Registrant an Offer Placement or Offer Page. The list of advertiser offers will be selected by InvestingChannel and will be based upon the matching of the validated Registrant Data with the criteria established by each advertiser. If the Registrant does not select any offer presented on the Offer Page, InvestingChannel shall delete the applicable Registrant Data in accordance with its then current policies and procedures.

3.2.	Transmission of Registrant Data to Advertisers

In the event the Registrant selects one or more of the offers presented on the Offer Placement or Offer Page, InvestingChannel shall store such Registrant Data on the InvestingChannel System.

InvestingChannel may transmit the Registrant Data of such Opt-In Customer to the advertiser(s) whose offer was selected by the Opt-In Customer.

In addition to the transmission of the Registrant Data to the applicable advertiser(s), InvestingChannel may send the Opt-In Customer an email confirming the selections made by the Opt-In Customer from the Offer Page or Offer Placement and information by which the Opt-In Customer may remove his or her name as an Opt-In Customer and any other relevant information as determined by InvestingChannel. If the Opt-In Customer requests his or her name be removed as an Opt-In Customer, InvestingChannel will provide such information to the applicable advertiser(s).

3.3.	Offer Placement or Offer Page Development

On the terms and conditions set forth in this Agreement and on the Order Form, InvestingChannel shall use commercially reasonable efforts to develop Client’s Offer Placement or Offer Page so that it will look and feel substantially like specifications set forth by the Client. Client will also approve Offer Page prior to implementation on the Client Website. During the term of this Agreement, Client hereby grants InvestingChannel a limited license to use Client’s intellectual property, including without limitation, Client’s trademarks and copyrights, and the look and feel of the Client Website, solely with respect to the development, storing and maintenance of Client’s Offer Placement or Offer Page. In addition, Client grants to InvestingChannel a non-exclusive license to use Client’s trademarks in various advertising materials, including, without limitation, press releases and the InvestingChannel website located at www.investingchannel.com.

3.4.

Reporting

InvestingChannel will provide Client access to one or more online reports that detail the advertiser impressions, the offers currently being offered via the Offer Page, the number of leads per offer, net revenue and the status of the Client’s account with InvestingChannel.

3.5.	Offer Placement Display

For those Registrants who are presented with third party, opt-in services on the Client’s Site(s), InvestingChannel Offer Placements shall be the first set of third party, opt-in offers presented to such Registrants.

3.6.

Advertisers

Except as otherwise provided in this Agreement, InvestingChannel and Client agree that InvestingChannel shall have sole responsibility and authority for (a) obtaining advertiser participation and for providing and updating Offer Placements on the Offer Page, and (b) obtaining from advertisers all Offer Placement information and other advertiser specific information for display on the Offer Page. The Client has the right at any time to remove any advertisers offer(s) from the list of offers that can be presented within their Offer Placement or Offer Page.

3.7.

InvestingChannel Support

During the term of this Agreement and subject to the terms and conditions of this Agreement, including payment, InvestingChannel will provide Client with sales support for the InvestingChannel System during InvestingChannel’s normal business hours at no additional charge. Any technical support required by Client will be directed to InvestingChannel’s technology provider.

IV. TERM AND TERMINATION

4.1.

Term

After the Live Date, this Agreement shall remain in full force and effect for the Term specified on the Order Form, unless the Agreement is terminated sooner by either party as provided herein. This Agreement shall automatically renew for additional one year periods at the end of said term at InvestingChannel’s then applicable rates, unless either party delivers a written notice of termination at least 90 days prior to the end of the applicable term.

4.2.	Termination Either party may terminate the Agreement upon written notice if the other party:

materially breaches its obligations hereunder and such breach remains uncured for thirty (30) days following written notice to the breaching party;

becomes insolvent or bankrupt, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or the other party applies for or consents to the appointment of any receiver, trustee or similar officer for it or for all or any substantial part of its property (or such receiver, trustee or similar officer is appointed without its consent); or the other party institutes any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction, or any such proceeding is instituted against the other party and is not dismissed within ninety (90) days; or any judgment, writ, warrant or attachment or execution of similar process is issued or levied against a substantial part of the property of the other party and remains unsatisfied for ninety (90) days.

4.3.	Effect of Termination

Upon termination of this Agreement, the licenses granted herein will terminate immediately and Client shall cease transmitting Registrant Data to the InvestingChannel System. Termination of this Agreement shall not limit either party from pursuing any other remedies available to it, including injunctive relief.

V. WARRANTIES, REMEDIES, LIMITATION OF LIABILITY

5.1.	Indemnification

Client assumes the sole responsibility for its content and use of the InvestingChannel System, including, without limitation, compliance with all governmental requirements related to Client (including compliance with all Federal Trade Commission rules, regulations and guidelines), Registrant Data and its business. Client shall indemnify, defend and hold harmless InvestingChannel, its directors, officers, employees and agents, and defend against any action brought against the same with respect to any and all losses, claims, liabilities, causes of action, debt, damages and expenses of any nature, including, without limitation, attorneys’ fees, arising out of Client’s use of the InvestingChannel System, the content, quality, performance and all other aspects of the Registrant Data, including the transmission, maintenance, retention, transfer or access to the Registrant Data or the equipment and facilities used by Client or Client’s other use of the Internet.

5.2.	Disclaimer of Warranty

Disclaimer of Actions Caused by and/or Under the Control of Third Parties.

5.2.	Limitation of Liability

EXCEPT FOR DAMAGES ARISING FROM BREACHES OF SECTIONS 2.5 OR 7.1, OR AMOUNTS PAYABLE PURSUANT TO INDEMNIFICATION OBLIGATIONS UNDER SECTION 5.1, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR ANY OF ITS RESPECTIVE UNDERLYING SERVICE PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS SHALL HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL DAMAGES, LOST CLIENT DATA, LOST CLIENT DATA, LOST REVENUE OR LOST PROFITS SUFFERED BY THE OTHER PARTY AS A RESULT OF THE OPERATION OR MALFUNCTION OF THE SERVICES, REGARDLESS OF WHETHER OR NOT SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES ARISING FROM BREACHES OF SECTION 2.5 OR 7.1, OR AMOUNTS PAYABLE PURSUANT TO INDEMNIFICATION OBLIGATIONS UNDER SECTION 5.1, THE MAXIMUM AGGREGATE LIABILITY FOR DAMAGES HEREUNDER SHALL BE THE TOTAL AMOUNT PAID TO CLIENT BY INVESTINGCHANNEL FOR THE PRECEDING SIX MONTHS UNDER THIS AGREEMENT. The provisions of this Article V allocate the risks under this Agreement between InvestingChannel and Client. InvestingChannel's pricing reflects this allocation of risk and the limitation of liability specified herein.

VI. PAYMENT PROVISIONS

6.1.	Client Revenue Share

InvestingChannel shall pay to Client the sum of all Client Revenue Share for the offers selected by Client. All payments shall be made in U.S. Dollars by InvestingChannel in accordance with the Payment Terms set forth on the Order Form.

6.2.	Development Fee

Client shall pay to InvestingChannel the amount of the Development Fee, if any, within ten days of the Live Date.

VI. GENERAL TERMS

7.1.	Nondisclosure

By virtue of this Agreement, the parties may have access to information that is confidential to one another ("Confidential Information"). Confidential Information shall be limited to the Service and all information clearly marked as confidential. A party's Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party as evidenced by its written records. Non-identifiable information which is not Confidential Information of Client may be used by InvestingChannel in its business, provided that such non-identifiable information cannot be linked to Client. The parties agree this Section 7.1 shall survive any termination or expiration of this Agreement for a period of five years, provided with respect to Confidential Information that constitutes a trade secret under applicable law, including without limitation, the Services, the parties obligations under this Section 7.1 shall survive for the longer of five years or so long as such Confidential Information remains a trade secret under applicable law. The parties agree not to make each other's Confidential Information available in any form to any third party or to use each other's Confidential Information for any purpose other than, with respect to Confidential Information received by InvestingChannel, to implement this Agreement, and, with respect to Confidential Information received by Client, to use the Services as provided herein. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this Agreement.

7.2.

Ownership

InvestingChannel owns all right, title and interest in its intellectual property and the Services, including without limitation, any technology developed by or on behalf of InvestingChannel. InvestingChannel has sufficient third party technology license rights to provide the InvestingChannel System to Client for the uses contemplated in this Agreement. Client owns all right, title and interest in and to the Client Website and its intellectual property. Each of Client, InvestingChannel and advertiser shall have the right to use and transfer the Registrant Data in accordance with the terms of this Agreement and any applicable privacy policy.

InvestingChannel shall own any and all right, title, and interest in and to (a) Registrant Data and behavior occurring on the Offer Page(s) collected by InvestingChannel, including without limitation, analyses, compilations, overlays, summaries, service performance evaluation, public reporting requirements, marketing activities, abstracts, or other manipulations of such data, and (b) all intellectual property rights (including without limitation copyrights and patent rights) in each of the foregoing. Except for Client’s rights under this Agreement, Client agrees that it has no rights or licenses in or to any of the foregoing.

During the Term, Client may provide InvestingChannel with, grant InvestingChannel access to and/or InvestingChannel may generate certain Registrant Data for the purposes of optimizing and presenting co-registration offers or as contemplated in this Agreement. Such Registrant Data shall be deemed to be Confidential Information and InvestingChannel acknowledges that it has no title or rights to the Registrant Data and all title and rights remain exclusively vested in Client. InvestingChannel agrees that it will not use the Registrant Data for its own purposes at any time and any use as contemplated by this Agreement shall be in accordance with all applicable laws, including, but not limited to, state and federal privacy laws.

7.3.	Survival Sections 1, 2.5, 5, 6 and 7 of these Terms and Conditions will survive the termination of this Agreement.

7.4.

Governing Law; Jurisdiction

7.5.

Notice

7.6.	Severability In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

7.7.

Force Majeure

7.8.

Independent Contractor

7.9.

Entire Agreement

EX-31.1 4 ex31_1.htm EXHIBIT 31.1 ex31_1.htm

CERTIFICATIONS

I, Marian Munz, certify that;

1.	I have reviewed this quarterly report on Form 10-Q/A for the quarter ended June 30, 2009 of Media Sentiment, Inc. (the “registrant”);

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

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

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

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

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

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

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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

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

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

Date: October 16, 2009

/s/Marian Munz

By: Marian Munz

Title: Chief Executive Officer

EX-31.2 5 ex31_2.htm EXHIBIT 31.2 ex31_2.htm

CERTIFICATIONS

I, William White, certify that;

1.	I have reviewed this quarterly report on Form 10-Q/A for the quarter ended June 30, 2009 of Media Sentiment, Inc., (the “registrant”);

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

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

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

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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

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

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

Date: October 16, 2009

/s/William White

By: William White

Title: Chief Financial Officer

EX-32.1 6 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 Quarterly Report of Media Sentiment, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2009 filed with the Securities and Exchange Commission (the “Report”), I, Marian Munz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

By:	/s/Marian Munz
Name:	Marian Munz
Title:	Principal Executive Officer, Principal Financial Officer and Director
Date:	October 16, 2009

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.