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 1934For the quarterly period ended June 30, 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.)
 
 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.
   Table of Contents
 
 TABLEOF 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
 
 Item1.     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.


3
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MEDIASENTIMENT, INC.


Balance Sheets





June 30,
2009
(unaudited)

December 31,
2008(audited)ASSETSCurrent AssetsCash
$
1,199

$
6,115Accounts receivable

0


0Prepaid expenses

1,400


1,400Total Current Assets

2,599


7,515TOTAL ASSETS
$
2,599

$
7,515LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent LiabilitiesAccounts payable and accrued expenses
$
38,748

$
58,025Accounts payable-related party

40,972


63,511Notes payable-related party

276,900


254,000Total Liabilities

356,620


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

(2,336,541)


(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
 Table of Contents


MEDIASENTIMENT,INC.


Statements of Operations (unaudited)


For the Three Months ended June 30, 2009 and 2008




June 30, 2009

June 30, 2008Gross revenues
$
931

$
6,486Operating expenses




4Sales and marketing expenses

226


540Operating and administrative expenses

5,364


32,053Total operating expenses

5,590


32,593Operating loss

(4,659)


(26,107)Other income (expense)Forgiveness of debt

39,140


0Interest

(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


3,640,440Net income (loss) per share
$
.01

$
(.01)




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


F-2
 Table of Contents


MEDIASENTIMENT,INC.


Statements of Operations (unaudited)


For the Six Months ended June 30, 2009 and 2008




June 30, 2009

June 30, 2008Gross revenues
$
3,307

$
9,353Operating expenses




4Sales and marketing expenses

383


651Operating and administrative expenses

16,393


70,580Total operating expenses

16,776


71,231Operating loss

(13,469)


(61,878)Other income (expense)Forgiveness of debt

39,140


0Interest 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


3,640,440Net income (loss) per share
$
.00

$
(.02)





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


F-3
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MEDIASENTIMENT, INC.


Statement of Stockholders' Deficit (unaudited)


As of June 30, 2009




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 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


14,000Ending 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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MEDIASENTIMENT, INC.


Statements of Cash Flows (unaudited)


For the Six Months ended June 30, 2009 and 2008




June 30, 2009

June 30, 2008Cash 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


0Changes in Assets and LiabilitiesDecrease in prepaid expenses

0


1,500Increase in accounts payable

(41,816)


3,167Net Cash Used in Operating Activities

(27,816)


(68,385)Cash Flows from Financing Activities:Proceeds from notes payable-related party

22,900


74,000Net Cash from Financing Activities:

22,900


74,000Net Increase (Decrease) in Cash

(4,916)


5,615Cash – Beginning Balance

6,115


7,421Cash – Ending Balance
$
1,199

$
13,036




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


F-5
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MEDIASENTIMENT, 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
 Table of Contents


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, 2008Basic net loss per common share:
$
0

$
(0.02)


Note 5.     Equipment





Equipment consists of the following:




June 30, 2009

June 30, 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 $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
 Table of Contents


MEDIA SENTIMENT, INC.


Notes to Financial Statements


June 30, 2009





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.





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
 Table of Contents


Item2.     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.
  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.
  4
 Table of Contents
 
 Critical Accounting Policies
 
 We have included a discussion regarding our Critical Accounting Policies below, placing particular emphasis on those areas where significant levels of judgment are required and where judgments and uncertainties affecting the application of the policies and selection of estimates could result in materially different amounts being reported
under different conditions or using different assumptions.
 
 Revenue Recognition
 
 We recognize net revenue when the earnings process is complete, as evidenced by:
 
 §
an agreement with the customer;
 §
delivery to and acceptance of the product by the customer has occurred;
 §
the amount of the fees to be paid by the customer are fixed or determinable; and
 §
collection of these fees is probable.
 If an acceptance period is contractually provided, license revenues are recognized upon the earlier of customer acceptance or the expiration of that period. In instances where delivery is electronic and all other criteria for revenue recognition have been achieved, the product is considered to have been delivered when the customer is provided the access code to download the software from the Internet.
 
 Because of possible price fluctuations or technology obsolescence, subscription revenue will be deferred and recorded on a monthly basis as earned. Delivery, selling or other costs billed to the customers is included in net revenue and the related delivery, selling or other costs is included in the cost of selling subscriptions.
 
 Deferred Revenue
 
 Deferred revenue is customer deposits for unearned subscriptions.
 
 Product Development
 Where there is reasonable assurance of recovery, development costs are capitalized. Capitalization of costs ceases when the product is available for general release to customers. Annual amortization of capitalized costs is the greater of amortization computed using the straight-line method over the remaining estimated economic life of the product or computed using the ratio of the product’s current and anticipated future
gross revenue.
  5
 Table of Contents
 
 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, MediaSentimentTM.
 
 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 MediaSentimentTM until we obtain financing or until we enter partnerships that allow us to do so.
  6
 Table of Contents
 
 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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 Table of Contents
 
 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.
 
 Item3.     Quantitative and Qualitative Disclosures About Market Risk
 
 A smaller reporting company is not required to provide the information required by this Item.
 
 Item4T.     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
 
 Item1.     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.
 
 Item1A:  Risk Factors
 
 A smaller reporting company is not required to provide the information required by this Item.
 
 Item2.     Unregistered Sales of Equity Securities and Use of Proceeds
 
 None
 
 Item3.     Defaults upon Senior Securities
 
 None
 
 Item4.     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.
 
 Item5.     Other Information
 
 None
 
 Item6.      Exhibits
 
 Exhibit Number
Description of Exhibit10.1
Advertising Representation Agreement dated August 17, 200910.2
Publisher Services Agreement dated August 17, 200931.1
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
 
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  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, 2009By:       /s/ Marian Munz
Marian Munz
Title:Chief Executive Officer and Director