UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





[X]
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended March 31,
      2009[  ]
            Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period  to__________Commission
      File Number:  333-144101





Media Sentiment,
Inc.


(Exact
name of small business issuer as specified in its charter)





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





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





(415)
      861-3421(Issuer’s
      telephone number)_______________________________________________________________(Former
      name, former address and former fiscal year, if changed since last
      report)




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





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





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





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





State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 3,640,650 common shares as of May 14,
2009.




Table of Contents





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




2
 Table of Contents




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 March 31, 2009 (unaudited) and December 31, 2008
      (audited);F-2
            Statements
      of Operations for the three months ended March 31, 2009 and 2008
      (unaudited);F-3
            Statement
      of Stockholders’ Equity (Deficit) for the period from December 31,
      2007 to March 31, 2009 (unaudited);F-4
            Statements
      of Cash Flows for the three months ended March 31, 2009 and 2008
      (unaudited);F-5
            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 March 31,
2009 are not necessarily indicative of the results that can be expected for the
full year.




3
 Table of Contents


MEDIA
SENTIMENT, INC.


Balance Sheets
 
 March
      31, 2009
                (unaudited)
              
              December
      31, 2008
                (audited)ASSETSCurrent
      AssetsCash
              $
              970
              
              $
              6,115Accounts
      receivable
              
              0
              
              
              0Prepaid
      expenses
              
              1,400
              
              
              1,400Total
      Current Assets
              
              2,370
              
              
              7,515TOTAL
      ASSETS
              $
              2,370
              
              $
              7,515LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccounts
      payable and accrued expenses
              $
              85,202
              
              $
              58,025Accounts
      payable-related party
              
              36,909
              
              
              63,511Notes
      payable-related party
              
              264,700
              
              
              254,000Total
      Liabilities
              
              386,811
              
              
              375,536Stockholders'
      DeficitCommon
      stock: 100,000,000 shares authorized; $.001 par value; 3,640,440 shares
      issued and outstanding
              
              3,640
              
              
              3,640Additional
      paid-in capital
              
              1,978,880
              
              
              1,978,880Accumulated deficit
              
              (2,366,959)
              
              
              (2,350,541)Total
      Stockholders’ Deficit
              
              (384,439)
              
              
              (368,021)TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
              $
              2,370
              
              $
              7,515
 
 The
accompanying notes are an integral part of the financial
statements.
 F-1
 Table of Contents
 MEDIA
SENTIMENT,INC.
 Statements of Operations
 For
the Quarters ended March 31, 2009 and 2008
 
 March
      31, 2009
              
              March
      31, 2008Gross
      revenues
              $
              2,376
              
              
              2,867Operating
      expenses
              
              
              
              
              4Sales
      and marketing expenses
              
              157
              
              
              111Operating
      and administrative expenses
              
              11,029
              
              
              38,527Total
      operating expenses
              
              11,186
              
              
              38.638Operating
      loss
              
              (8,810)
              
              
              (35,771)Other
      income (expense)Interest
      and finance charges
              
              (6,808)
              
              
              (4,217)Taxes
      on income
              
              (800)
              
              
              (800)Total
      other income (expense)
              
              (7,608)
              
              
              (5,017)Net
      loss
              $
              (16,418)
              
              
              (40,788)Weighted
      average number of shares outstanding
              
              3,640,440
              
              
              3,640,440Net
      loss per share
              $
              (.00)
              
              
              (.01)
 
 The
accompanying notes are an integral part of the financial
statements.
 F-2
 Table of Contents
 MEDIA
SENTIMENT, INC.
 Statement of Stockholders' Deficit (unaudited)
   Common
    Stock
              
              Additional
      Paid
              
              AccumulatedShares
              
              Amount
              
              in
    Capital
              
              Deficit
              
              TotalBalance,December
      31, 2007
              3,640,440
              
              $
              3,640
              
              $
              1,978,880
              
              $
              (2,216,511)
              
              $
              (233,991)Net
      loss for theyear
      endedDecember
      31, 2008
              
              
              
              
              
              
              
              
              
              (134,030)
              
              
              (134,030)Ending
      balanceDecember
      31, 2008
              3,640,440
              
              
              3,640
              
              
              1,978,880
              
              
              (2,350,541)
              
              
              (368,021)Net
      loss for thequarter
      endedMarch
      31, 2009
              
              
              
              
              
              
              
              
              
              (16,418)
              
              
              (16,418)Ending
      balanceMarch
      31, 2009
              3,640,440
              
              $
              3,640
              
              $
              1,978,880
              
              $
              (2,366,959)
              
              $
              (384,439)
  The
accompanying notes are an integral part of the financial
statements.
 F-3
 Table of Contents
 MEDIA
SENTIMENT, INC.
 Statements of Cash Flows (unaudited)
 For
the Quarters ended March 31, 2009 and 2008
 
 March
      31, 2009
              
              March
      31, 2008Cash
      Flows from Operating Activities:Net
      loss for the quarter
              $
              (16,418)
              
              $
              (40,788)Adjustments
      to Reconcile Net Loss to Net Cash Used in Operating
      Activities:Depreciation
      and amortization
              
              0
              
              
              0Changes
      in Assets and LiabilitiesDecrease
      in prepaid expenses
              
              0
              
              
              1,500Increase
      in accounts payable
              
              573
              
              
              2,958Net
      Cash Used in Operating Activities
              
              (15,845)
              
              
              (36,330)Cash
      Flows from Financing Activities:Proceeds
      from notes payable-related party
              
              10,700
              
              
              40,000Net
      Cash from Financing Activities
              
              10,700
              
              
              40,000Net
      Increase (Decrease) in Cash
              
              (5,145)
              
              
              3,669Cash
      – Beginning Balance
              
              6,115
              
              
              7,421Cash
      – Ending Balance
              $
              970
              
              $
              11,090Supplemental
      Cash Flow Information:Cash
      paid for interest
              $
              0
              
              $
              0Cash
      paid for income taxes
              $
              800
              
              $
              800
 
 The
accompanying notes are an integral part of the financial
statements.
 F-4
 Table of Contents
 MEDIA
SENTIMENT, INC.
 Notes to Financial Statements
 March
31, 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
 
 Basis
of Presentation
 
 The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission (“SEC”), and
should be read in conjunction with the audited financial statements and notes
thereto contained in the Company’s annual report filed with the SEC on Form
10-K.  In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary in order to make the financial
statements 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.  Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
financial statements as of and for the periods ended December 31, 2008 as
reported in Form 10-K, have been omitted.
  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.
  F-5
 Table of Contents
 MEDIA
SENTIMENT, INC.
 Notes
to Financial Statements
 March
31, 2009
 
 Note
2.    Summary of Significant Accounting Policies
(Continued)
 
 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.
 
 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.
  F-6
 Table of Contents
 MEDIA
SENTIMENT, INC.
 Notes
to Financial Statements
 March
31, 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 March 31, 2009, the
accumulated deficit was $ 2,366,959 and the negative working capital was $
384,439. The negative working capital includes $ 264,700 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.
 
 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 March 31, 2008.
Fully-diluted net loss per common share is anti-dilutive and is not
reported.
   March 31,
      2009
              
              March 31,
      2008Basic net loss per
      common share:
              $
              (0.00)
              
              $
              (0.01)
 
 F-7
 Table of Contents
 MEDIA
SENTIMENT, INC.
 Notes
to Financial Statements
 March
31, 2009
 
 Note
5.   Equipment
 
 Equipment consists of the
following:
   March 31,
      2009
              
              March 31,
      2008Computer
      equipment
              $
              10,511
              
              $
              10,511Accumulated
      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 $264,700 at March 31, 2009 and $188,000 at March 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 March 31, 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 March 31, 2009
there were 3,640,440 common shares and no preference shares issued and
outstanding.
 
 Note
9.     Stock Option Plans and Warrants
 
 The Company has no stock option plans.
The Company has no warrants authorized.
 
 Note
10.                      Stock
Option Plans and Warrants
 
 The Company has no stock option plans.
The Company has no warrants authorized.
 
 F-8
 Table of Contents
 MEDIA
SENTIMENT, INC.
 NOTES
TO FINANCIAL STATEMENTS
 March
31, 2009
 
 Note
11.                      Income
Taxes
 
 The tax effect of significant temporary
differences representing future tax assets and future tax liabilities has been
fully offset by a valuation allowance.  The Company has determined
that realization is uncertain and therefore a valuation allowance has been
recorded against this future income tax asset.
 
 As of
March 31, 2009, the Company had a net operating loss carry-forward for U.S.
federal income tax purposes of approximately $ 672,000.  The federal
net operating loss carry-forward, if not utilized, will expire beginning in
2027.
 
 Note
12.                      Commitments
and Contingencies
 
 The
Company rents its office space on a month-to-month basis.


F-9
 Table of Contents




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 MediaSentimentTM and quantifies qualitative press coverage, or what we
refer to as Media Sentiment®. The central premise behind MediaSentimentTM 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
MediaSentimentTM 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.





4
 Table of Contents




Our
business plan is to generate income by promoting and marketing our
MediaSentimentTM research product to customers, but we have not been successful
in this endeavor to date.  We had a net loss of $16,418 for the three
months ended March 31, 2009, and a history of losses from our business
operations since our inception, including the period of time prior to the
transfer of business operations from our parent company when we were known as
California News Tech.  As of March 31, 2009, we had $2,370 in current
assets, and current liabilities in the amount of
$386,810.  Accordingly, we had a working capital deficit of $384,440
as of March 31, 2009. Currently, our operations are substantially suspended and
we have no current significant marketing campaigns for our product and, if we do
not obtain financing, we will be forced to pursue other business
opportunities.





Critical
Accounting Policies





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





Revenue
Recognition





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





§
            an
      agreement with the customer;


§
            delivery
      to and acceptance of the product by the customer has
    occurred;


§
            the
      amount of the fees to be paid by the customer are fixed or determinable;
      and


§
            collection
      of these fees is probable.





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





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





Deferred
Revenue





Deferred
revenue is customer deposits for unearned subscriptions.





Product
Development





Where
there is reasonable assurance of recovery, development costs are capitalized.




5
 Table of Contents




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




Results
of Operations for the Three Months Ended March 31, 2009 and 2008





For the
quarter ended March 31, 2009, we had revenue of $2,376 compared to revenue in
the amount of $2,867 for the quarter ended March 31, 2008. Of the $2,376 we
earned in revenue during the quarter ended March 31, 2009, $2,376 is
attributable to subscription sales of our research product, MediaSentimentTM
while $0 of the revenue is attributable to co-marketing of MediaSentimentTM
..





Our
operating expenses decreased $27,452 from $38,638 for the quarter ended March
31, 2008 to $11,186 for the quarter ended March 31, 2009. Our expenses for the
year quarter ended March 31, 2008 consisted of sales and marketing expenses of
$111 and operating and administrative expenses of $38,527.  Our
expenses for the year quarter ended March 31, 2009 consisted of sales and
marketing expenses of $157 and operating and administrative expenses of
$11,029.  The decrease in expenses from the quarter ended March 31,
2008 to the quarter ended March 31, 2009 reflects our significantly reduced
operating activity.





We
recorded other expenses of $7,608 for the quarter ended March 31, 2009, compared
with $5,017 for the quarter ended March 31, 2008.





Our net
loss decreased by $24,370, from $40,788 for the quarter ended March 31, 2008 to
$16,418 for the quarter ended March 31, 2009. The decrease in our net loss was
primarily attributable to significantly reduced operating activity in the
quarter ended March 31, 2009, as compared with the same period in
2008.





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





Liquidity
and Capital Resources





As of
March 31, 2009, we had current assets of $2,370 and current liabilities in the
amount of $386,811. This resulted in a deficit in working capital in the amount
of $ 384,440. Most of our current liabilities are owed to related
parties.





Cash
used by operations





Operating
activities used $15,845 in cash for the quarter ended March 31, 2009, as
compared to using $36,330 for the same period in 2008. Our net loss of $16,418
was the primary reason for our negative operating cash flow for the quarter
ended March 31, 2009.





6
 Table of Contents





Cash
provided by financing activities





There
were $10,700 net cash flows provided by financing activities during the quarter
ended March 31, 2009, compared to $40,000 provided by financing during the same
period ended 2008. During the quarter ended March 31, 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 quarters ended
March 31, 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





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.





7
 Table of Contents




Off
Balance Sheet Arrangements





As of
March 31, 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 March 31, 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 March 31, 2009, our disclosure
controls and procedures are effective.  There have been no changes in
our internal controls over financial reporting during the quarter ended March
31, 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.




8
 Table of Contents





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 March
31, 2009.





Item 5.     Other Information





None





Item 6.      Exhibits





Exhibit
              Number
            Description
      of Exhibit31.1
            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 200231.2
            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 200232.1
            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




9
 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:
            May
      14, 2009By:       /s/Marian
      Munz
              Marian
      Munz
              Title:Chief
      Executive Officer and
Director