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 September 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)____________________________________________________________________________(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 November 11,
2009.


















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
            10





PART
I - FINANCIAL INFORMATION





Item
1.                           Financial
Statements





Our
      unaudited financial statements included in this Form 10-Q are as
      follows:F-1
            Balance
      Sheets as of September 30, 2009 (unaudited) and December 31, 2007
      (audited);F-2
            Statements
      of Operations for the three months ended September 30, 2009 and 2008
      (unaudited);F-3
            Statements
      of Operations for the nine months ended September 30, 2009 and 2008
      (unaudited);F-4
            Statement
      of Stockholders’ Equity (Deficit) for period from December 31, 2007 to
      September 30, 2009 (unaudited);F-5
            Statements
      of Cash Flows for the nine months ended September 30, 2009 and 2008
      (unaudited);F-6
            Notes
      to Unaudited Financial Statements;








These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-Q.  In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included.  Operating results for the interim
period ended September 30, 2009 are not necessarily indicative of the results
that can be expected for the full year.





Table of Contents
  MEDIA
SENTIMENT, INC.
 Balance
Sheets
 
 
 
 
 September
      30,
                2009
                (unaudited)
              
              
              December
      31,
                2008
                (audited)ASSETSCurrent
      AssetsCash
              
              $
              1,232
              
              
              $
              6,115Accounts
      receivable
              
              
              0
              
              
              
              0Prepaid
      expenses
              
              
              1,400
              
              
              
              1,400Total
      Current Assets
              
              
              2,632
              
              
              
              7,515TOTAL
      ASSETS
              
              $
              2,632
              
              
              $
              7,515LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccounts
      payable and accrued expenses
              
              $
              25,207
              
              
              $
              58,025Accounts
      payable-related party
              
              
              45,171
              
              
              
              63,511Notes
      payable-related party
              
              
              282,900
              
              
              
              254,000Total
      Liabilities
              
              
              353,278
              
              
              
              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
              
              
              (2,333,166
              )
              
              
              (2,350,541
              )Total
      Stockholders’ Deficit
              
              
              (350,646
              )
              
              
              (368,021
              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
              $
              2,632
              
              
              $
              7,515
 
  
 
 The
accompanying notes are an integral part of the financial
statements.
 
 
  F-1
 Table of Contents
  MEDIA
SENTIMENT,INC.
 Statements
of Operations (unaudited)
 For
the Three Months ended September 30, 2009 and 2008
 
 
 
 
 September
      30, 2009
              
              
              September
      30, 2008Gross
      revenues
              
              $
              3,852
              
              
              $
              5,499Operating
      expenses
              
              
              
              
              
              
              4Sales
      and marketing expenses
              
              
              413
              
              
              
              1,226Operating
      and administrative expenses
              
              
              9,549
              
              
              
              25,903Total
      operating expenses
              
              
              9,962
              
              
              
              27,129Operating
      loss
              
              
              (6,110
              )
              
              
              (21,630
              )Other
      income (expense)Forgiveness
      of debt
              
              
              13,685
              
              
              
              0Interest
              
              
              (4,200
              )
              
              
              (6,388
              )Total
      other income (expense)
              
              
              9,485
              
              
              
              (6,388
              )Net
      income (loss)
              
              $
              3,375
              
              
              $
              (28,018
              )Weighted
      average number of shares outstanding
              
              
              3,640,440
              
              
              
              3,640,440Net
      income (loss) per share
              
              $
              .00
              
              
              $
              (.01
              )
 
 
  
 
 
 The
accompanying notes are an integral part of the financial
statements.
 
 
  F-2
 Table of Contents
  
 MEDIA
SENTIMENT,INC.
 Statements
of Operations (unaudited)
 For
the Nine Months ended September 30, 2009 and 2008
 
 
 
 September
      30, 2009
              
              
              September
      30, 2008Gross
      revenues
              
              $
              7,159
              
              
              $
              14,852Operating
      expenses
              
              
              
              
              
              
              4Sales
      and marketing expenses
              
              
              796
              
              
              
              1,877Operating
      and administrative expenses
              
              
              25,942
              
              
              
              96,484Total
      operating expenses
              
              
              26,738
              
              
              
              98,360Operating
      loss
              
              
              (19,579
              )
              
              
              (83,508
              )Other
      income (expense)Forgiveness
      of debt
              
              
              52,825
              
              
              
              0Interest
      and Taxes
              
              
              (15,871
              )
              
              
              (17,562
              )Total
      other income (expense)
              
              
              36,954
              
              
              
              (17,562
              )Net
      income (loss)
              
              $
              17,375
              
              
              $
              (101,070
              )Weighted
      average number of shares outstanding
              
              
              3,640,440
              
              
              
              3,640,440Net
      income (loss) per share
              
              $
              .00
              
              
              $
              (.03
              )
 
  
 
 
 The
accompanying notes are an integral part of the financial
statements.
 
 
  F-3
 Table of Contents
  MEDIA
SENTIMENT, INC.
 Statement
of Stockholders' Deficit (unaudited)
 As
of September 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
 Nine
months ended
 September
30,
2009                                                                                                                 17,375          
  17,375
 ----------------------------------------------------------------------------------------------------
 Ending
Balance
 September
30, 2009    3,640,440                   $
3,640            $
1,978,880     $
(2,333,166)      $ (350,646)
 
 
 
 
 
 The
accompanying notes are an integral part of the financial
statements.
 
 
  F-4
 Table of Contents
  MEDIA
SENTIMENT, INC.
 Statements
of Cash Flows (unaudited)
 For
the Nine Months ended September 30, 2009 and 2008
 
 
 
 September
      30, 2009
              
              
              September
      30, 2008Cash
      Flows from Operating Activities:Net
      income (loss) for the period
              
              $
              17,375
              
              
              $
              (101,070
              )Adjustments
      to Reconcile Net Loss to Net Cash Used in Operating
      Activities:Depreciation
      and amortization
              
              
              0
              
              
              
              0Changes
      in Assets and LiabilitiesDecrease
      in accounts receivable
              
              
              
              
              
              
              (2,500
              )Decrease
      in prepaid expenses
              
              
              0
              
              
              
              2,400Increase
      in accounts payable
              
              
              (51,158
              )
              
              
              2,122Net
      Cash Used in Operating Activities
              
              
              (33,783
              )
              
              
              (99,048
              )Cash
      Flows from Financing Activities:Proceeds
      from notes payable-related party
              
              
              28,900
              
              
              
              93,000Net
      Cash from Financing Activities:
              
              
              28,900
              
              
              
              93,000Net
      Increase (Decrease) in Cash
              
              
              (4,883
              )
              
              
              (6,048
              )Cash
      – Beginning Balance
              
              
              6,115
              
              
              
              7,421Cash
      – Ending Balance
              
              $
              1,232
              
              
              $
              1,373
 
  
 
 
 The
accompanying notes are an integral part of the financial
statements.
 
 
   F-5
 Table of Contents
    MEDIA
SENTIMENT, INC.
 Notes
to Financial Statements
 September
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
 Table of Contents
 
  
 MEDIA
SENTIMENT, INC.
 Notes
to Financial Statements
 September
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
 Table of Contents
    MEDIA
SENTIMENT, INC.
 Notes
to Financial Statements
 September
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 September 30, 2009,
the accumulated deficit was $2,333,166 and the negative working capital was
$350,646. The negative working capital includes $282,900 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
 September
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 September 30, 2009.
Fully-diluted net loss per common share is anti-dilutive and is not
reported.
 September 30,
2009        September 30,
2008
 Basic net
loss per common
share:                        $  0                                $(0.02)
 
 
 Note
5.                      Equipment
 
 Equipment consists of the
following:
 
 September 30,
2009      September 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 $282,900 at September 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 September 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 September 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, 2008
 
 
 
 Note
8.                      Common
and Preferred Stock
 
 At September 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
September 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.
 
 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 nine months ended September 30, 2009, the Company negotiated a reduction in
credit card debt in exchange for an agreement to repay the remaining balance.
The reduction of $52,825 has been recorded as Other Income on the Company’s
Statement of Operations.








F-10
 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





Critical
Accounting Policies





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





Revenue
Recognition





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





§
            an
      agreement with the customer;


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


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


§
            collection
      of these fees is probable.





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





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





Deferred
Revenue





Deferred
revenue is customer deposits for unearned subscriptions.





Product
Development





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





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





For the
quarter ended September 30, 2009, we had revenue of $3,852 compared to revenue
in the amount of $5,499 for the quarter ended September 30, 2008.  For
the nine months ended September 30, 2009, we had revenue of $7,159 compared to
revenue in the amount of $14,852 for the nine months ended September 30, 2008.
All revenues earned for the three and nine months ended September 30, 2009 are
attributable to subscription sales of our research product,
MediaSentimentTM.








5
 Table of Contents





Our
operating expenses decreased to $9,962 for the quarter ended September 30, 2008
as compared with $27,129 for the quarter ended September 30, 2009. Our expenses
for the quarter ended September 30, 2009 consisted of sales and marketing
expenses of $413 and operating and administrative expenses of
$9,549.  Our expenses for the quarter ended September 30, 2008
consisted of sales and marketing expenses of $1,226 and operating and
administrative expenses of $25,903.  The decrease in expenses from the
quarter ended September 30, 2008 to the quarter ended September 30, 2009
reflects our significantly reduced operating activity.





Our
operating expenses decreased to $26,738 for the nine months ended September 30,
2008 compared with $98,360 for the nine months ended September 30, 2009. Our
expenses for the nine months ended September 30, 2009 consisted of sales and
marketing expenses of $796 and operating and administrative expenses of
$25,942.  Our expenses for nine months ended September 30, 2008
consisted of sales and marketing expenses of $1,877 and operating and
administrative expenses of $96,484.  The decrease in expenses from the
nine months ended September 30, 2008 to the nine months ended September 30, 2009
reflects our significantly reduced operating activity.





We
recorded other income of $9,485 for the quarter ended September 30, 2009,
compared with other expenses of $6,388 for the quarter ended September 30,
2008.  We realized $13,685 for the forgiveness of debt during the
quarter ended September 30, 2009 that accounted for our other
income.





We
recorded other income of $36,954 for the nine months ended September 30, 2009,
compared with other expenses of $17,562 for the nine months ended September 30,
2008.  We realized $52,825 for the forgiveness of debt during the nine
months ended September 30, 2009 that accounted for our other
income.





We
recorded net income of $3,375 for the quarter ended September 30, 2009 compared
with a net loss of $28,018 for the quarter ended September 30, 2008. We recorded
net income of $17,375 for the nine months ended September 30, 2009 compared with
a net loss of $101,070 for the nine months ended September 30, 2008. During the
three months ended September 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 forgiveness of debt has been recorded as other income for both the
three and nine months ended September 30, 2009.





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
September 30, 2009, we had current assets of $2,632 and current liabilities in
the amount of $353,278. This resulted in a deficit in working capital in the
amount of $350,646. Most of our current liabilities are owed to related
parties.














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Cash
used by operations





Operating
activities used $33,783 in cash for the nine months ended September 30, 2009, as
compared to using $99,048 for the same period in 2008. Our increase in accounts
payable in the amount of $51,158, offset by net income of $17,375 was the
primary reason for our negative operating cash flow for the nine months ended
September 30, 2009.





Cash
provided by financing activities





There
were $28,900 net cash flows provided by financing activities during the nine
months ended September 30, 2009, compared to $93,000 provided by financing
during the same period ended 2008. During the nine months ended September 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 nine months ended
September 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





Without
raising additional capital the Company will not continue
operations.  Historically, the Company has incurred significant losses
and negative cash flows from operations.  As of September 30, 2009,
the accumulated deficit was $2,333,166 and the negative working capital was
$350,646. The negative working capital includes $282,900 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.





Off
Balance Sheet Arrangements





As of
September 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 September 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 September 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
September 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
September 30, 2009.





Item 5.     Other Information





None





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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











SIGNATURES





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





Media
      Sentiment, Inc.Date:
            November
      13, 2009By: /s/Marian
      Munz
              Marian
      Munz
              Title:Chief
      Executive Officer and
Director








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