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, 2010[  ]
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 March 31, 2010.





Table of Contents




TABLEOF CONTENTS



graphic1
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:
Removed and Reserved
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 March 31, 2010 (unaudited) and December 31, 2009 (audited);F-2
Statements of Operations for the quarters ended March 31, 2010 and 2009 (unaudited) and from October 1, 2009 (Inception of Development Stage) to March 31, 2010;F-3
Statement of Stockholders’ Deficit for period from December 31, 2007 to March 31, 2010 (unaudited);F-4
Statements of Cash Flows for the three months ended March 31, 2010 and 2009 (unaudited) and from October 1, 2009 (Inception of Developoment Stage) to March 31, 2010;F-5
Notes to Unaudited 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, 2010 are not necessarily indicative of the results that can be expected for the full year.




3
 Table of Contents
 MEDIASENTIMENT, INC.
 (A Development Stage Company)
 Balance Sheets
 
 March 31, 2010

(unaudited)

December 31, 2009

(audited)ASSETSCurrent AssetsCash
$
9,644

$
455Accounts receivable

0


391Total Current Assets

9,644


846TOTAL ASSETS
$
9,644

$
846LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent LiabilitiesAccounts payable and accrued expenses
$
20,657

$
19,856Accounts payable-related party

54,082


49,543Notes payable-related party

312,150


302,150Total Current Liabilities

386,889


371,549Stockholders' 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

(2,359,765)


(2,353,223)Total Stockholders’ Deficit

(377,245)


(370,703)TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
$
9,644

$
846
  The accompanying notes are an integral part of the financial statements.
 F-1
 Table of Contents
 MEDIASENTIMENT,INC.
 (A Development Stage Company)
 Statements of Operations (unaudited)
 For the Quarters ended March 31, 2010 and 2009
 For the Period from October 1, 2009 (Inception of Development Stage) to March 31, 2010
  Three Months Ended

October 1, 2009

ThroughMarch 31, 2010

March 31, 2009

March 31, 2010Gross revenues
$
1,330

$
2,375

$
3,007Operating expensesSales and marketing expenses

553


157


1,771Operating and admin expenses

1,980


11,029


12,624Total operating expenses

2,533


11,186


14,395Operating loss

(1,203)


(8,810)


(11,388)Other income (expense)Interest and finance expense

(4,539)


(6,808)


(8,911)Other

(800)


(800)


(3,300)Total other income (expense)

(5,339)


(7,608)


(12,211)Net Loss
$
(6,542)

$
(16,418)

$
(23,598)Weighted average number of shares outstanding

3,640,440


3,640,440


3,640,440Net loss per share
$
0

$
0

$
0
 The accompanying notes are an integral part of the financial statements.
 F-2
 Table of Contents
 MEDIASENTIMENT, INC.
 (A Development Stage Company)
 Statement of Stockholders' Deficit
  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 theYear endedDecember 31, 2009










( 2,682)


( 2,682)Ending balanceDecember 31, 2009

3,640,440


3,640


1,978,880


(2,353,223)


(370,703)Net loss for theThree months endedMarch 31, 2010










(6,542)


(6,542)Ending balanceMarch 31, 2010

3,640,440

$
3,640

$
1,978,880

$
(2,359,765)

$
(377,245)
 
 The accompanying notes are an integral part of the financial statements.
 F-3
 Table of Contents
 MEDIASENTIMENT, INC.
 (A Development Stage Company)
 Statements of Cash Flows (unaudited)
 For the Three Months ended March 31, 2010 and 2009
 For the Period from October 1, 2009 (Inception of Development Stage) to March 31, 2010
 Three Months Ended:

October 1, 2009

ThroughMarch 31, 2010

March 31, 2009

March 31, 2010Cash Flows from Operating Activities:Net income (loss) for the period
$
( 6,542)

$
(16,418)

$
(23,598)Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:Cash Used in Operating Activities:Depreciation and amortization

0


0


0Changes in Assets and LiabilitiesDecrease in accounts receivable

391


0


0Decrease in prepaid expenses

0


0


1,400Increase in accounts payable

5,339


573


3,860Net Cash Use in Operating Activities

(811)


(15,845)


(18,338)Cash Flows from Financing Activities:Proceeds from notes payable-related party

10,000


10,700


26,750Net Cash from Financing Activities

10,000


10,700


26,750Net Increase (Decrease) in Cash

9,189


(5,145)


8,412Cash – Beginning Balance

455


6,115


1,232Cash – Ending Balance
$
9,644

$
970

$
9,644SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest
$
0

$
0

$
0Cash paid for taxes
$
0

$
0

$
0
 
 The accompanying notes are an integral part of the financial statements.
 F-4
 Table of Contents
 MEDIASENTIMENT, INC.
 (A Development Stage Company)
 Notes to Financial Statements
 March 31, 2010
 
 
 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
 
 Development Stage Company
 
 The Company is considered to be a development stage company. A development stage company is one in which planned principal operations have not commenced or if its operations have commenced, there have been no significant revenues there from. The Company has transitioned to development stage as of October 1, 2009.
 
 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-5
 Table of Contents
 MEDIA SENTIMENT, INC.
 (A Development Stage Company)
 Notes to Financial Statements
 March 31, 2010
 
 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, 2009.
 
 F-6
 Table of Contents
 MEDIA SENTIMENT, INC.
 (A Development Stage Company)
 Notes to Financial Statements
 March 31, 2010
 
 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, 2010, the accumulated deficit was $ 2,359,765 and the negative working capital was $ 377,245. The negative working capital includes $ 312,150 in current notes payable and $54,052 in accrued expenses 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.     Notes Payable to Related Parties
 
 The notes payable of $312,150 at March 31, 2010 and $ 302,150 at December 31, 2009 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.
 
 F-7
 Table of Contents
 MEDIA SENTIMENT, INC.
 (A Development Stage Company)
 Notes to Financial Statements
 March 31, 2010
 
 Note 5.     Common and Preferred Stock
 
 At March 31, 2010, 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, 2010 there were 3,640,440 common shares and no preference shares issued and outstanding.
 
 Note 6.     Commitments and Contingencies
  The Company has no contractual commitments.
 
 Note 7.     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, 2009, the Company had a net operating loss carry-forward for U.S. federal income tax purposes of approximately $ 658,500.  The federal net operating loss carry-forward, if not utilized, will expire in 2027.
 
 Note 8.     Subsequent Events
 
 The Company has analyzed its operations subsequent to March 31, 2010 through the date these statements were filed with the Securities and Exchange Commission and has determined that it has no material subsequent events to disclose.
 
 F-8
 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.





Currently, our MediaSentimentTM research product assists our customers in quickly understanding the cumulative sentiment reflected in earnings news released by publicly traded companies for NYSE and NASDAQ companies. Our proprietary tracking software quickly finds and scans available news releases for key words and provides an assessment as to whether the overall tone of the news story is positive or negative.




4
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We have developed and are currently offering a few versions of our product:





1.
Media Sentiment ® free version, accessible by internet customers on our web site at www.mediasentiment.com





2.
Media Sentiment ® free version, accessible by internet customers from their own products via an RSS feed





3.
Media Sentiment ® free version for individual alerts, accessible by users via other web sites that offer financial news and information, via distribution with a partner,





4.
Media Sentiment ® free version for individual alerts, accessible by users via their own e-mail programs by signing up to our free service at www.mediasentiment.com,





5.
Media Sentiment LimitsTM free version which offers historical data for statistically significant stock price movement intervals accessible by internet customers on our web site at www.mediasentiment.com





6.
Media Sentiment LimitsTM subscription version which offers real-time data for statistically significant stock price movement intervals accessible by internet customers on our web site at www.mediasentiment.com





7.
Media Sentiment LimitsTM  (free and subscription versions) integration with TD AMERITRADE where users with a TD AMERITRADE account receive free real-time quotes and charts that display the alerts on the chart for each of our Media Sentiment alert





8.
Media SentimentTM integration with MetaStock, a Thompson Reuters product where users with subscriptions to MetaStock and to a Media Sentiment service receive our Media Sentiment alerts, both in real-time and historically, integrated into the MetaStock product.





Our business plan is to generate income from advertising sold on our free version of the product and by promoting and marketing monthly subscriptions to our Media Sentiment LimitsTM research product to customers. However, we have generated limited revenues in this endeavor to date.  Currently, our operations are substantially reduced and we have limited marketing campaigns for our products 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.




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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 March 31, 2010 and 2009





For the quarter ended March 31, 2010, we had revenue of $1,330 compared to revenue in the amount of $2,375 for the quarter ended March 31, 2009.  The $1,045 decrease in revenue is primarily attributable to our lack of marketing expenditures. Of the $1,330 we earned in revenue during the three months ended March 31, 2010, $627 is attributable to subscription sales of our research product, MediaSentimentTM while $703 of the revenue is attributable to advertising sales.





Our operating expenses decreased to $2,533 for the quarter ended March 31, 2010 as compared with $11,186 for the quarter ended March 31, 2009. Our expenses for the quarter ended March 31, 2010 consisted of sales and marketing expenses of $553 and operating and administrative expenses of $1,980.  Our expenses for the 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, 2009 to the quarter ended March 31, 2010 reflects our significantly reduced operating activity.




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We recorded other expenses of $5,339 for the quarter ended March 31, 2010, compared with other expenses of $7,608 for the quarter ended March 31, 2009.





We recorded a net loss of $6,542 for the quarter ended March 31, 2010 compared with a net loss of $16,418 for the quarter ended March 31, 2009. This decrease was primarily attributable to significantly reduced operating activity in three months ended March 31, 2010, as compared with the same period in 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 unless we obtain financing.





Liquidity and Capital Resources





As of March 31, 2010, we had current assets of $9,644 and current liabilities in the amount of $386,889. This resulted in a deficit in working capital in the amount of $377,245. Most of our current liabilities are owed to related parties.





Cash used by operations





Operating activities used $811 in cash for the three months ended March 31, 2010, as compared to using $15,845 for the same period in 2009. Our net losses for each quarter were the primary reasons for our negative operating cash flow.





Cash provided by financing activities





There were $10,000 net cash flows provided by financing activities during the three months ended March 31, 2010, compared to $10,700 provided by financing during the same period ended 2009. During the three months ended March 31, 2010, the financing was obtained by increases in notes payable to Marian and Tunde Munz, the CEO and his wife.





Cash used in investing activities





The Company did not use cash for investing activities during the three months ended March 31, 2010 and 2009.





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.




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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





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, 2010, the accumulated deficit was $2,359,765 and the negative working capital was $377,245. The negative working capital includes $312,150 in current notes payable and $54,082 in accrued expenses 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 March 31, 2010, 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 March 31, 2010.  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, 2010, 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, 2010.





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.     Removed and Reserved





Item5.     Other Information





None





Item6.      Exhibits





ExhibitNumber
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





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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:
May 13, 2010By:       /s/ Marian Munz

Marian Munz

Title:Chief Executive Officer and Director