**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-KSB**

 

**x  ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934******

**For thefiscal year ended December 31, 2007**

** **

**o  TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934******

**For thetransition period from                     to                     **

 

Commission File Number: **000-50004**

 

**Filtering Associates, Inc.**

(Exactname of registrant as specified in its charter)

 

| **Nevada**                                                        |   | **33-0976892**                         |
|-------------------------------------------------------------------|--------|----------------------------------------|
| (State  or other jurisdiction of

incorporation  or organization) |   | (I.R.S.  Employer  Identification No.) |
|                                                              |   |                                   |
| **1495  Belleau Road, Glendale California**                       |   | **91206**                              |
| (Address  of principal executive offices)                         |   | (Zip  Code)                            |

 

| **(818)  632-5853**                                        |
|------------------------------------------------------------|
| (Registrant’s  Telephone Number, Including Area Code) |

 

 

 (Registrant’s Former Address and TelephoneNumber, if Changed Since Last Report)

 

Securities registered underSection 12(b) of the Act:

 

| **Title of each class registered:** | ** ** | **Name of each exchange on which registered:** |
|---------------------------------------------------------|------------|------------------------------------------------------------------------------|
| **None**                                                | ** ** | **None**                                                                     |

 

Securitiesregistered under Section 12(g) of the Act:

 

| **Common  Stock, Par Value $.001** |
|------------------------------------|
| (Title  of Class)                  |

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days. x  Yes    o  No

 

Check if there is nodisclosure of delinquent filers in response to Item 405 of Regulation S-B isnot contained in this form, and no disclosure will be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-KSB or anyamendment to this Form 10-KSB. x

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes  x    No  o

 

State issuer’s revenues forits most recent fiscal year. $0.

 

State the aggregate marketvalue of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was sold, or theaverage bid and asked price of such common equity, as of a specified datewithin the past 60 days. (See definition of affiliate in Rule 12b-2 of theExchange Act.) As of February 14, 2008, approximately $20,238 basedon the bid price of the Company’s common stock, which the Company believesis an accurate measure for calculating the aggregate market value.

 

State the number of sharesoutstanding of each of the issuer’s classes of common equity, as of the latestpracticable date. As of February 8, 2008, there were 2,873,000 shares ofthe issuer’s $.001 par value common stock issued and outstanding.

 

Documents incorporated byreference. There are no annual reports to security holders, proxy informationstatements, or any prospectus filed pursuant to Rule 424 of the SecuritiesAct of 1933 incorporated herein by reference.

 

Transitional Small BusinessDisclosure format (checkone):               o  Yes       x  No

 

 

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**PART I**

 

**Item 1.Description of Business.**

 

**OurBackground.**  We were incorporated in Nevada on July 10,2001. We were originally formed to be a reseller of Internet content filteringand blocking software. In 2003, our management changed and we began marketingUSB flash memory drives by means of our website. In 2005, we began researchingpotential acquisitions or other suitable business partners which will assist usin realizing our business objectives. In June 2005, we signed a term sheetpursuant to a proposed reverse merger with Hawaii Biotech, Inc. However,the proposed merger was terminated in October 2005, and we began lookingfor another merger or acquisition candidate. We are no longer operating theInternet content filtering business or the USB flash drive business.

 

**OurBusiness.**  On April 13, 2006, we executed adefinitive agreement to merge with Matinee Media Corporation, a Texascorporation (“MMC”). MMC’s principal source of revenue will be from thepurchase, development and resale of direct and indirect interests in the rightsto construct FM radio broadcast facilities, or construction permits, granted bythe Federal Communications Commission. The definitive merger agreementcontemplates our merger with MMC, whereby we will be the surviving entity,shares of MMC will be converted to shares of our common stock, and we willchange our name to Matinee Media Corporation. Other material terms of theagreement require MMC to have at the close funding with gross proceeds of notless than $6.0 million, shareholder approval by shareholders of both entities,and that we cancel 1,665,272 shares of our outstanding common stock held bycertain of our officers and directors. After giving effect to the merger, ourstockholders would own approximately 8% of the surviving entity.  On December 18, 2006, we executed thefirst amendment to the merger agreement. On May 31, 2007, we executed thesecond amendment to the merger agreement. On September 17, 2007, weexecuted the third amendment to the merger agreement.

 

**Recent Developments. **We scheduled a stockholders meeting for February 8,2008.  At such meeting, our stockholdersapproved the merger with MMC.  MMC heldits respective shareholders meeting on February 8, 2008.  At such meeting, the MMC shareholdersapproved the merger with us.  As closingconditions were met, we consummated the merger with MMC on February 11,2008.  We changed our name to MatineeMedia Corporation.

 

**OurProducts.**  We currently are not selling any products.

 

**OurWebsite.**  We own the domain www.filterdrive.com , andour website is currently down.

 

**Our TargetMarkets and Marketing Strategy.**  We are not currently marketingany products.

 

**OurCompetition.**  If we do not complete the merger transactiondiscussed herein, we may look for another merger or acquisition target. Wecannot guaranty that we will merge with MMC or any other third party, or enterinto any similar transaction, or that in the event that we acquire another entity,this acquisition will increase the value of our common stock. The competitionfor locating potential merger or acquisition candidates is intense. We may notbe able to compete successfully against current or future. Our competitors varyin size and in the scope and breadth of the services they can offer topotential merger or acquisition candidates. We encounter competition from avariety of companies.

 

**GovernmentRegulation.**  We are subject to federal, state and locallaws and regulations applied to businesses generally, such as payroll taxes onthe state and federal levels. In general, our publications are not subject toparticular regulatory requirements. We believe that we are in conformity withall applicable laws in all relevant jurisdictions. We may be prevented fromoperating if our activities are not in compliance and must take action tocomply with any federal, state, or local regulation.

 

**OurIntellectual Property.**  We do not presently own any patents,trademarks, licenses, concessions or royalties. We cannot guaranty, however,that any patents will be issued for the product or that, if issued, the breadthor degree of protection of these patents will be adequate to protect ourinterests. In addition, we cannot guaranty that others will not independentlydevelop substantially equivalent proprietary information or obtain access toour know-how. Further, we cannot guaranty that others will not be issuedpatents which may prevent the sale of our products or require licensing and thepayment of significant fees or royalties by us in order for us to be able tocarry on our business. Finally, we cannot guaranty that the products of otherswill not infringe any patents issued to or licensed by us. Defense andprosecution of patent claims can be expensive and time consuming, even in thoseinstances in which the outcome is favorable to us. If the outcome is adverse,it could subject us to significant liabilities to third parties, require us toobtain licenses from third parties or require us to cease our marketingactivities.

 

We own the Internet domainname www.filterdrive.com. Under current domain name registration practices, noone else can obtain an identical domain name, but someone might obtain asimilar name, or the identical name with a different suffix, such as “.org”, orwith a country designation. The regulation of domain names in the United Statesand in foreign countries is subject to change, and we could be unable toprevent third parties from acquiring domain names that infringe or otherwisedecrease the value of our domain names.

 

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**OurResearch and Development.**  We are not currently conductingany research and development activities. We do not anticipate conducting suchactivities in the near future. If we generate significant revenues, we mayexpand our product line by entering into distribution relationships with thirdparty manufacturers.

 

**Employees.**  As of December 31, 2007,we have no employees, other than our sole officer and director. We anticipatethat we will not hire any employees in the next six months, unless we completethe merger with MMC.

 

**Our Facilities.**  Ourexecutive, administrative and operating offices are approximately 300 squarefeet and are located at 1495 Belleau Road, Glendale, California 91206 . Webelieve that our current offices are sufficient to meet our current and futureneeds.

 

**RiskFactors.**  Investing in our common stock involves a highdegree of risk. Any potential investor should carefully consider the risks anduncertainties described below before purchasing any shares of our common stock.The risks described below are those we currently believe may materially affectus.

 

**RisksRelated to our Business:**

 

**We have alimited operating history upon which an evaluation of our prospects can bemade.**

 

We were incorporated in July 2001and have been unable to begin revenue producing operations. Our lack ofoperating history makes an evaluation of our business and prospects verydifficult. Our prospects must be considered speculative, considering the risks,expenses, and difficulties frequently encountered in the establishment of a newbusiness. We cannot be certain that our business will be successful or that wewill generate significant revenues.

 

**During thepast year, our operations have been limited to attempting to close the proposedmerger with MMC. If we are unable to conclude the transaction, then we may notbe able to continue operations.**

 

On April 13, 2006, weexecuted a definitive agreement to merge with MMC. Since that time, we have notconducted any operations other than attempting to complete the merger with MMC.We cannot assure you that the merger will be consummated. If we do not completethe merger with MMC, we may look for another merger or acquisition target. Wecannot guaranty that we will merge with MMC or any other third party, or enterinto any similar transaction, or that in the event that we acquire anotherentity, this acquisition will increase the value of our common stock.

 

**We haveincurred a net loss since inception and expect to incur net losses for theforeseeable future.**

 

As of December 31,2007, our net losses since inception were approximately $524,858.  We have not generated any revenues todate.  We expect to incur significantoperating and capital expenditures and, as a result, we expect significant netlosses in the future.  We will need togenerate significant revenues to achieve and maintain profitability.  We may not be able to generate sufficientrevenues to achieve profitable operations.

 

**Our futuresuccess is highly dependent on the ability of management to locate and attracta suitable acquisition.**

 

The nature of our operationsis highly speculative and there is a consequent risk of loss of yourinvestment. The success of our plan of operation will depend to a great extenton the operations, financial condition and management of the MMC. We cannotassure you that we will be successful in completing the merger with MMC. In theevent we complete the merger with MMC, the success of our operations may bedependent upon management of MMC and numerous other factors beyond our control.

 

**Weanticipate that we will need to raise additional capital to continueoperations. Our failure to raise additional capital will significantly affectour ability to continue operations.**

 

To conclude an acquisitionof the type described herein and to continue operations until that time, wewill be required to raise additional funds. We do not know if we will be ableto acquire additional financing. Our failure to obtain additional funds wouldsignificantly limit or eliminate our ability to continue current activities.

 

**We dependon the efforts and abilities of our officer and director to close the mergerwith MMC and manage our operations.**

 

We do not have an employmentagreement with our sole officer and director. Our ability to close the mergerwith MMC will depend on the continued services of David Choi, our sole officerand director. The loss of services provided by David Choi would be particularlydetrimental to us because, among other things, he is our sole officer anddirector.

 

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**Ourauditors have questioned our ability to continue operations as a “goingconcern.” Investors may lose all of their investment if we are unable tocontinue operations.**

 

We hope to obtain concludethe acquisition of MMC as discussed herein, but there is no guarantee that thetransaction will be concluded. In the absence of any revenue-generatingactivities, we may seek to raise additional funds to meet our working capitalneeds principally through the additional sales of our securities. However, wecannot guaranty that we will be able to obtain sufficient additional funds whenneeded, or that such funds, if available, will be obtainable on termssatisfactory to us. As a result, our auditors believe that substantial doubtexists about our ability to continue operations.

 

**Our soleofficer and director is engaged in other activities. Therefore, our soleofficer and director may not devote sufficient time to our affairs.**

 

Our sole officer anddirector has obligations to another employer, therefore, our sole officer anddirector currently does not devote all of his time to our operations. We cannotguaranty that any of our key personnel will be able to devote sufficientamounts of their business time to enable us to close the merger with MMC. Ifour sole officer and director does not devote a sufficient amount of hisbusiness time to the management of our business, then we may be able to completethe merger with MMC.

 

**The coststo meet our reporting requirements as a public company subject to the ExchangeAct of ‘34 are substantial and may result in us having insufficient funds tooperate our business.**

 

We will incur ongoingexpenses associated with professional fees for accounting and legal expensesassociated with being a public company. Those fees will be higher if ourbusiness volume and activity increases. Those obligations will reduce ourability to fund our operations and may prevent us from meeting our normalbusiness obligations.

 

**Risksrelated to owning our common stock:**

 

**OurArticles of Incorporation contain provisions which are designed to discourageor prevent a change in our control and such provisions may have the affect thevalue of our shares of common stock.**

 

Our Articles ofIncorporation have certain provisions which may make it more difficult for amerger or takeover to occur. Specifically, our Articles of Incorporationprovide for a staggered board of directors, which means that our board ofdirectors will be divided into three classes, as nearly equal in numbers as thethen total number of directors constituting the entire board of directorspermits, with the term of office of one class expiring each year. Such aprovision is intended to discourage or prevent a takeover of the company. Astaggered board makes it more difficult to take control of our board ofdirectors all at once as terms expire at different times. Article Thirteenthof our Articles of Incorporation requires the affirmative vote of at least 2/3of our common stock entitled to vote in order to approve certain “take-over”type transactions such as a business combination, which includes, but is notlimited to, a merger or sale of substantially all or all of the company’sassets. The purpose of the provision requiring the 2/3 vote is to prevent themerger of the company into another entity and a resultant change in control ofthe company unless at least 2/3 of the voting stock approves such atransaction. The requirement of a 2/3 vote may discourage a merger candidatefrom attempting to consummate a merger with us. As a result, we may lose out onmerger or acquisition opportunities which could have had the effect ofincreasing the value of our. These provisions may also discourage a futureacquisition of the company in which stockholders might receive an attractivevalue for their shares or that a substantial number or even a majority of thestockholders might believe to be in the best interest of our stockholders. As aresult, stockholders who desire to participate in such a transaction may nothave the opportunity to do so. These provisions could also discourage bids forour shares at a premium, as well as serve to create a depressive effect on themarket price of the shares. Any of these factors either together orindividually could reduce the value of our shares.

 

**We lack apublic market for shares of our common stock, which may make it difficult forinvestors to sell their shares.**

 

Although our common stock iseligible for quotation on the OTC Bulletin Board, no shares have traded sincewe became eligible. We cannot guaranty that an active public market willdevelop or be sustained. Therefore, investors may not be able to findpurchasers for their shares of our common stock. Should there develop asignificant market for our shares, the market price for those shares may besignificantly affected by such factors as our financial results andintroduction of new products and services.

 

**Our commonstock may be subject to penny stock regulations which may make it difficult forinvestors to sell their stock.**

 

The Securities and ExchangeCommission has adopted rules that regulate broker-dealer practices inconnection with transactions in “penny stocks”. Penny stocks generally areequity securities with a price of less than $5.00 (other than securitiesregistered on certain national securities exchanges or quoted on the NASDAQsystem, provided that current price and volume information with respect totransactions in such securities is provided by the exchange or system). Thepenny stock rules require a broker-dealer, prior to a transaction in apenny stock not otherwise exempt from those rules, deliver a standardized riskdisclosure document prepared by the Commission, which specifies informationabout penny stocks and the nature and significance of risks of the penny stockmarket. The broker-dealer also must provide the customer with bid and offerquotations for the penny stock, the compensation of the broker-dealer andsalesperson in the transaction, and monthly account 

 

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statements indicating themarket value of each penny stock held in the customer’s account. In addition,the penny stock rules require that, prior to a transaction in a pennystock not otherwise exempt from those rules, the broker-dealer must make aspecial written determination that the penny stock is a suitable investment forthe purchaser and receive the purchaser’s written agreement to the transaction.These disclosure requirements may have the effect of reducing the tradingactivity in the secondary market for a stock that becomes subject to the pennystock rules. If our common stock becomes subject to the penny stock rules,holders of our shares may have difficulty selling those shares.

 

**Item 2.Description of Property.**

 

**Propertyheld by us.** As of thedate specified in the following table, we held the following property:

 
| **Property**              | ** ** | **December 31, 2006** | ** ** | **December 31, 2007** | ** ** |
|---------------------------|------------|---------------------------------|------------|---------------------------------|------------|
| Cash and cash equivalents |       | $                               | 2,853      |                            | $          | 0 |   |
|                           |            |                                 |            |                                 |            |  |  |

 

**OurFacilities.**  Our executive, administrative and operatingoffices are approximately 300 square feet and are located at 1495 Belleau Road,Glendale, California 91206. We believe that our current offices are sufficientto meet our current and future needs.

 

**Item 3.Legal Proceedings.**

 

There are no legal actionspending against us nor are any legal actions contemplated by us at this time.

 

**Item 4.Submission of Matters to Vote of Security Holders.**

 

Not applicable.

 

**PART II**

 

**Item 5.Market Price for Common Equity and Related Stockholder Matters.**

 

**MarketInformation.**  InApril 2004, our common stock became eligible for quotation on theOver-the-Counter Bulletin Board under the symbol “FLTG”. As of March 28,2007, no shares of our common stock have traded.

 

**Reports toSecurity Holders.**  We are a reporting company with theSecurities and Exchange Commission, or SEC. The public may read and copy anymaterials filed with the SEC at the SEC’s Public Reference Room at 450Fifth Street N.W., Washington, D.C. 20549. The public may also obtaininformation on the operation of the Public Reference Room by calling theSEC at 1-800-SEC-0330. The SEC maintains an Internet site that containsreports, proxy and information statements, and other information regardingissuers that file electronically with the SEC. The address of that site ishttp://www.sec.gov.

 

We are authorized to issue50,000,000 shares of $.001 par value common stock and 5,000,000 shares of $.001par value preferred stock. We have 2,873,000 shares of our common stock issuedand outstanding as of December 31, 2007.

 

The approximate number ofholders of record of shares of our common stock is 17. There are no outstandingoptions or warrants to purchase, or securities convertible into, shares of ourcommon stock. As of December 31, 2007, there were 67,460 shares that couldbe sold pursuant to Rule 144 promulgated pursuant to the Securities Act of1933.

 

Rule 144 provides,among other things, that persons holding restricted securities for a period ofone year may each sell, assuming all of the conditions of Rule 144 aresatisfied, in brokerage transactions every three months an amount of restrictedsecurities equal to one percent of our outstanding shares of common stock, orthe average weekly reported volume of trading during the four calendar weekspreceding the filing of a notice of proposed sale, which ever is more. Rule 144also provides that, after holding such securities for a period of two years, anonaffiliate of the company may sell those securities without restriction,other than the requirement that we are current with respect to our informationreporting requirements. There are no outstanding options or warrants topurchase, or securities convertible into, shares of our common stock.

 

**Dividends.**  Therehave been no cash dividends declared on our common stock. Dividends aredeclared at the sole discretion of our Board of Directors.  Each shareholder of our common stock isentitled to a pro rata share of cash distributions made to shareholders,including dividend payments. The holders of our common stock are entitled toone vote for each share of record on all matters to be voted on byshareholders. There is no cumulative voting with respect to the election of ourdirectors or any other matter. Therefore, the holders of more than 50% of theshares voted for the election of those directors can elect all of thedirectors. The holders of our common stock are entitled to receive dividendswhen, as and if declared by our Board of Directors from funds legally availabletherefore. Cash dividends are at the sole discretion of our Board of Directors.In the event of our liquidation, dissolution or winding up, the holders ofcommon stock are entitled to share ratably in all assets remaining availablefor distribution to them after payment of our liabilities and after provisionhas been made for each class of stock, if any, having any preference inrelation to our common stock. Holders of shares of our common stock have noconversion, preemptive or other 

 

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subscription rights, andthere are no redemption provisions applicable to our common stock.

 

**EquityCompensation Plans.**  We have no securities authorized for issuanceunder any equity compensation plans.

 

**Recent Salesof Unregistered Securities.**  We did not sell any equitysecurities within the last three (3) years that were not registered underthe Securities Act.

 

**Use ofProceeds of Registered Securities.**  There were no sales or proceedsduring the calendar year ended December 31, 2007, for the sale ofregistered securities.

 

**Penny StockRegulation.**  Shares of our common stock are subject to rules adoptedby the Securities and Exchange Commission that regulate broker-dealer practicesin connection with transactions in “penny stocks”. Penny stocks are generallyequity securities with a price of less than $5.00 (other than securitiesregistered on certain national securities exchanges or quoted on the Nasdaqsystem, provided that current price and volume information with respect totransactions in those securities is provided by the exchange or system).  The penny stock rules require abroker-dealer, prior to a transaction in a penny stock not otherwise exemptfrom those rules, deliver a standardized risk disclosure document prepared bythe Securities and Exchange Commission, which contains the following:

 
|   | · |   | a description of the  nature and level of risk in the market for penny stocks in both public  offerings and secondary trading;                                                                                                  |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | · |   | a description of the  broker’s or dealer’s duties to the customer and of the rights and remedies  available to the customer with respect to violation to such duties or other  requirements of securities’ laws; |
|   | · |   | a brief, clear, narrative  description of a dealer market, including “bid” and “ask” prices for penny  stocks and the significance of the spread between the “bid” and “ask” price;     |
|   | · |   | a toll-free telephone  number for inquiries on disciplinary actions;                                                                                                                                                            |
|   | · |   | definitions of significant  terms in the disclosure document or in the conduct of trading in penny  stocks; and                                                                                                                 |
|   | · |   | such other information and  is in such form (including language, type, size and format), as the  Securities and Exchange Commission shall require by rule or regulation.                                                   |

 

Prior to effecting anytransaction in penny stock, the broker-dealer also must provide the customerthe following:

 
|   | · |   | the bid and offer quotations  for the penny stock;                                                                                                                   |
|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | · |   | the compensation of the  broker-dealer and its salesperson in the transaction;                                                                                       |
|   | · |   | the number of shares to  which such bid and ask prices apply, or other comparable information relating  to the depth and liquidity of the market for such stock; and |
|   | · |   | monthly account statements  showing the market value of each penny stock held in the customer’s account.                                                        |

 

In addition, the penny stockrules require that prior to a transaction in a penny stock not otherwiseexempt from those rules, the broker-dealer must make a special writtendetermination that the penny stock is a suitable investment for the purchaserand receive the purchaser’s written acknowledgment of the receipt of a riskdisclosure statement, a written agreement to transactions involving pennystocks, and a signed and dated copy of a written suitably statement. Thesedisclosure requirements may have the effect of reducing the trading activity inthe secondary market for a stock that becomes subject to the penny stock rules.Holders of shares of our common stock may have difficulty selling those sharesbecause our common stock will probably be subject to the penny stock rules.

 

**Item 6. Management’s Discussionand Analysis of Financial Condition or Plan of Operation.**

** **

**This following informationspecifies certain forward-looking statements of management of the company.Forward-looking statements are statements that estimate the happening of futureevents and are not based on historical fact. Forward-looking statements may be identifiedby the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”,“estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”,or similar terms, variations of those terms or the negative of those terms. Theforward-looking statements specified in the following information have beencompiled by our management on the basis of assumptions made by management andconsidered by management to be reasonable. Our future operating results,however, are impossible to predict and no representation, guaranty, or warrantyis to be inferred from those forward-looking statements.**

** **

**Theassumptions used for purposes of the forward-looking statements specified inthe following information represent estimates of future events and are subjectto uncertainty as to possible changes in economic, legislative, industry, andother circumstances. As a result, the identification and interpretation of dataand other information and their use in developing and selecting assumptions fromand among reasonable alternatives require the exercise of judgment. To theextent that the assumed events do not occur, the outcome may vary substantiallyfrom anticipated or projected results, and, accordingly, no opinion isexpressed on the achievability of those forward-looking statements. We cannotguaranty that any of the assumptions relating to the forward-looking statementsspecified in the following information are accurate, and we assume noobligation to update any such forward-looking statements.**

 

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**CriticalAccounting Policy and Estimates.**  Our Management’s Discussion andAnalysis of Financial Condition and Results of Operations section discusses ourconsolidated financial statements, which have been prepared in accordance withaccounting principles generally accepted in the United States of America.  The preparation of these financial statementsrequires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities at the date of the financial statements andthe reported amounts of revenues and expenses during the reporting period. Onan on-going basis, management evaluates its estimates and judgments, includingthose related to revenue recognition, accrued expenses, financing operations,and contingencies and litigation. Management bases its estimates and judgments on historical experienceand on various other factors that are believed to be reasonable under thecircumstances, the results of which form the basis for making judgments aboutthe carrying value of assets and liabilities that are not readily apparent fromother sources. Actual results may differ from these estimates under differentassumptions or conditions.  The mostsignificant accounting estimates inherent in the preparation of our financialstatements include estimates as to the appropriate carrying value of certainassets and liabilities which are not readily apparent from other sources.  These accounting policies are described atrelevant sections in this discussion and analysis and in the notes to thefinancial statements included in our Annual Report on Form 10-KSB for thefiscal year ended December 31, 2007.

 

Duringthe past year, our business strategy has been to complete the merger with MatineeMedia Corporation, a Texas corporation (“MMC”). On April 13, 2006, we executed a definitive agreement to merge withMMC. MMC’s principal source of revenue will be from the purchase, developmentand resale of direct and indirect interests in the rights to construct FM radiobroadcast facilities, or construction permits, granted by the FederalCommunications Commission. The definitive merger agreement contemplates ourmerger with MMC, whereby we will be the surviving entity, shares of MMC will beconverted to shares of our common stock, and we will change our name to MatineeMedia Corporation.  Other material termsof the agreement require MMC to have closed funding with gross proceeds of notless than $6.0 million, shareholder approval by shareholders of bothentities, and that we cancel 1,665,272 shares of our outstanding common stockheld by certain of our former officers and directors. After giving effect tothe merger, our stockholders would own approximately 8% of the survivingentity.

 

OnDecember 18, 2006, we executed the first amendment to the definitivemerger agreement with MMC. The terms of the amendment account for the proposedmerger of MMC with US Farm and Ranch Supply Company, Inc. (d/b/a USFRMedia Group), which was expected to close prior to the merger between us andMMC. The amendment also provided that the merger with MMC would close on orbefore June 1, 2007. As of March 28, 2007, USFR had terminated itsmerger negotiations with MMMC. On May 31, 2007, we executed the secondamendment to the definitive merger agreement with MMC.  The second amendment provided, among otherthings, that the merger with MMC would close on or before September 30,2007.  On September 17, 2007, weexecuted the third amendment to the definitive merger agreement with MMC.  The third amendment provided that the mergerwith MMC would close on or before February 29, 2008.

 

Wescheduled a stockholders meeting for February 8, 2008.  At such meeting, our stockholders approvedthe merger with MMC.  MMC held itsrespective shareholders meeting on February 8, 2008.  At such meeting, the MMC shareholdersapproved the merger with us.  As closingconditions were met, we consummated the merger with MMC on February 11,2008.  We changed our name to MatineeMedia Corporation.

 

**For theYears Ended December 31, 2007 and 2006:**

 

**Results ofOperations.**

 

**Revenue.**  Forthe years ended December 31, 2007 and 2006, and from our inception on July 10,2001 through December 31, 2006, we have realized no revenues. We do notanticipate that we will generate any revenues as our business objective is tocomplete the merger with MMC.

 

**OperatingExpenses.**  For the year ended December 31, 2007,our total operating expenses were $91,930. This amount was represented by $55,967 in legal and accounting expenses,$27,500 in compensation expense, $1,994 in consulting expense and $5,401 ingeneral and administrative expenses. This is in comparison to our operatingexpenses of $115,967 for the year ended December 31, 2006, which wasrepresented by $74,107 in legal and accounting expenses, $32,000 incompensation expense, $4,380 in consulting expenses and $5,480 in general andadministrative expenses.  We anticipatethat we will continue to incur significant general and administrative expensesrelated to our proposed merger with MMC. Our net loss for the period from ourinception on July 10, 2001 through December 31, 2007 was $534,790.

 

**Liquidityand Capital Resources.**Our total current assets were $) as of December 31, 2007.  We believe that our available cash is notsufficient to pay our day-to-day expenditures and we will have to rely onadvances and contributions from our principal shareholder to continueoperating.  During the first two monthsof 2008, our principal shareholder has loaned us $2,377 to pay certainexpenses. The loans are interest free and due on demand.

 

Our current liabilities were$213,193 as of December 31, 2007, of which $134,343 was represented byaccounts payable, $1,600 in income taxes payable, and $77,250 due to certainformer officers and certain current shareholders. We had no other liabilitiesand no long term commitments or contingencies as of December 31, 2007.

 

**Our Plan ofOperation for the Next Twelve Months.** Our plan of operation for the next twelve months is to complete the proposedmerger with MMC. MMC was incorporated in the State of Texas on October 12,2005. MMC’s principal source of revenue is expected to be from the purchase,development and resale of direct and indirect interest in the rights toconstruct FM radio broadcast facilities, or construction permits, granted bythe Federal Communications Commission.

 

6

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We have no cash as of December 31,2007. In the opinion of management, available funds will not satisfy our workingcapital requirements for the next twelve months and we will have to rely oncontributions and advances from our principal shareholder to continueoperating.  We believe that our principalshareholder will assist us in continuing to operate because he owns asignificant percentage of our stock. Assuming we do not complete the transaction with MMC, we believe thatour monthly costs will remain consistent over the next twelve months because wedo not intend to hire any more employees over the next twelve months.  Other than anticipated monthly costs and thecosts of our proposed merger with MMC, we are not aware of any other knowntrends, events or uncertainties, which may affect our future liquidity.

 

Our forecast for the periodfor which our financial resources will be adequate to support our operationsinvolves risks and uncertainties and actual results could fail as a result of anumber of factors. We will need to raise additional capital to continue ouroperations. We intend to pursue capital through public or private financing aswell as borrowings and other sources, such as our principal shareholder. Wecannot guaranty that additional funding will be available on favorable terms,if at all. If adequate funds are not available, then our ability to expand ouroperations may be significantly hindered. If adequate funds are not available,we believe that our principal shareholder will contribute funds to pay for ourexpenses to achieve our objectives over the next twelve months. However, ourprincipal shareholder is not committed to contribute funds to pay for ourexpenses.

 

We are not currentlyconducting any research and development activities. We do not anticipateconducting such activities in the near future.

 

We do not anticipate that wewill purchase or sell any significant equipment. We will not hire additionalemployees or independent contractors other than professionals related to ourproposed merger with MMC.

 

Because we have limitedoperations and assets, we may be considered a shell company as defined in Rule 12b-2of the Securities Exchange Act of 1934. Accordingly, we have checked the box onthe cover page of this report that specifies we are a shell company.

 

**Off-BalanceSheet Arrangements.**There are no off balance sheet arrangements.

 

**Item 7. FinancialStatements**

 

The financial statementsrequired by Item 7 are presented in the following order:

 

**FILTERING ASSOCIATES, INC.**

**(A Development Stage Company)**

**TABLE OF CONTENTS**

 
| **Financial Statements and Notes**                                                                                                                            | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|                                                                                                                                                          |       |
| Report of Independent Registered Public Accounting  Firm                                                                                                      | F-1        |
|                                                                                                                                                          |       |
| Balance Sheet  as of December 31, 2007                                                                                                                   | F-2        |
|                                                                                                                                                          |       |
| Statements of  Operations for the years ended December 31, 2007 and 2006, and the  periods July 10, 2001 (inception) through December 31, 2007 | F-3        |
|                                                                                                                                                          |       |
| Statement of  Stockholders’ Equity (Deficit) for the period July 10, 2001 (inception)  through December 31, 2007                               | F-4        |
|                                                                                                                                                          |       |
| Statements of  Cash Flows for the years ended December 31, 2007 and 2006, and the  periods July 10, 2001 (inception) through December 31, 2007 | F-5        |
|                                                                                                                                                          |       |
| Notes to Financial Statements                                                                                                                                 | F-7        |

 

7

----

 

REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of Filtering Associates, Inc.

 

We haveaudited the accompanying balance sheet of Filtering Associates, Inc. (adevelopment stage company) as of December 31, 2007 and the relatedstatements of operations, changes in stockholders’ equity (deficit), and cashflows for the two years then ended and for the period July 10, 2001(inception) through December 31, 2007. These financial statements are the responsibility of the Company’smanagement.  Our responsibility is toexpress an opinion on these financial statements based on our audits.

 

**We conducted ouraudits in accordance with the standards of the Public Company AccountingOversight Board (United States).  Thosestandards require that we plan and perform the audits to obtain reasonableassurance about whether the financial statements are free of materialmisstatement.  The Company is notrequired to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting.  Ouraudits included consideration of internal control over financial reporting as abasis for designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of theCompany’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financialstatements, assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statementpresentation.  We believe that our auditsprovide a reasonable basis for our opinion.**

** **

In our opinion, the financial statements referred to above presentfairly, in all material respects, the financial position of FilteringAssociates, Inc. as of December 31, 2007, and the results of itsoperations and its cash flows for the two years then ended and for the period July 10,2001 (inception) through December 31, 2007 in conformity with accountingprinciples generally accepted in the United States of America.

 

Theaccompanying financial statements have been prepared assuming that the Companywill continue as a going concern. As shown in the financial statements, theCompany has negative working capital and incurred significant losses for theyears ended December 31, 2007 and 2006 and has an accumulated deficit of$524,858 as of December 31, 2007. As discussed in Note 1, these conditionsraise substantial doubt about the Company’s ability to continue as a goingconcern. The financial statements do not include any adjustments that mightresult from the outcome of this uncertainty.

 

Jonathon P. Reuben, C.P.A.

Accountancy Corporation

Torrance, California

February 12, 2008

 

F-1

----

 

**FILTERING ASSOCIATES,INC.**

**(A Development StageCompany)**

**BALANCESHEET**

 
| ** **                                                                                                                    | ** ** | **December 31,** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------|------------|
| ** **                                                                                                                    | ** ** | **2007**              | ** ** |
|                                                                                                                          |       |                  |       |
| **Assets**                                                                                                                    | ** ** | ** **            | ** ** |
| ** **                                                                                                                    | ** ** | ** **            | ** ** |
| **Property  & equipment, net**                                                                                            |       | $                     | —     |   |
|                                                                                                                          |       |                  |       |
| **Total  assets**                                                                                                             |       | $                     | —     |   |
|                                                                                                                          |       |                  |       |
| **Liabilities  and Stockholders’ Equity (Deficit)**                                                                      | ** ** | ** **            | ** ** |
|                                                                                                                          |       |                  |       |
| **Current  liabilities**                                                                                                      |       |                  |       |
| Legal fees payable                                                                                                            |       | $                     | 96,118     |   |
| Trade payables - other                                                                                                        |       | 38,225                |       |
| Income taxes payable                                                                                                          |       | 1,600                 |       |
| Due to related parties                                                                                                        |       | 77,250                |       |
|                                                                                                                          |       |                  |       |
| **Total  current liabilities**                                                                                                |       | 213,193               |       |
|                                                                                                                          |       |                  |       |
| **Stockholders’  equity (deficit)**                                                                                      |       |                  |       |
| Preferred stock, $.001 par value;  authorized 5,000,000 shares; no shares issued or outstanding                               |       |                  |       |
| Common stock, $.001 par value; authorized 50,000,000  shares; issued and outstanding 2,873,000 shares as of December 31, 2007 |       | 2,873                 |       |
| Additional paid-in capital                                                                                                    |       | 308,792               |       |
| Deficit accumulated during the development  stage                                                                             |       | (524,858              | )          |
|                                                                                                                          |       |                  |       |
| **Total  stockholders’ (deficit)**                                                                                       |       | (213,193              | )          |
|                                                                                                                          |       |                  |       |
| **Total  liabilities and stockholders’ (deficit)**                                                                       |       | $                     | —     |   |

 

The accompanying notes are an integral partof these financial statements.

 

F-2

----

 

**FILTERINGASSOCIATES, INC.**

**(ADevelopment Stage Company)**

**STATEMENTS OF OPERATIONS**

** **
| ** **                                  | ** ** | ** **            | ** ** | **Period July**  | ** ** |
|---------------------------------------------|------------|-----------------------|------------|-----------------------|------------|
| ** **                                  | ** ** | ** **            | ** ** | **10, 2001**     | ** ** |
| ** **                                  | ** ** | ** **            | ** ** | **(Inception)**       | ** ** |
| ** **                                  | ** ** | **Years Ended**  | ** ** | **Through**           | ** ** |
| ** **                                  | ** ** | **December 31,** | ** ** | **December 31,** | ** ** |
| ** **                                  | ** ** | **2007**              | ** ** | **2006**              | ** ** | **2007** | ** ** |
| ** **                                  | ** ** | ** **            | ** ** | ** **            | ** ** | ** ** | ** ** |
| **Revenues**                                |       | $                     | —     |                  | $          | — |   | $ | — |   |
|                                        |       |                  |       |                  |       |   |   |
| **Expenses**                                |       |                  |       |                  |       |   |   |
| Legal and accounting                        |       | 55,967                |       | 74,107                |       | 211,460 |   |
| Compensation                                |       | 27,500                |       | 32,000                |       | 193,370 |   |
| Consulting                                  |       | 1,994                 |       | 4,380                 |       | 79,522 |   |
| General and administrative                  |       | 5,401                 |       | 5,480                 |       | 50,438 |   |
|                                        |       |                  |       |                  |       |   |   |
| **Total  Expenses**                         |       | 90,862                |       | 115,967               |       | 534,790 |   |
|                                        |       |                  |       |                  |       |   |   |
| **Other  income (expense)**                 |       |                  |       |                  |       |   |   |
| Interest expense                            |       | (268                  | )          | —                |       | (268 | ) |
| Forgiveness of debt                         |       | —                |       | —                |       | 15,000 |   |
|                                        |       |                  |       |                  |       |   |   |
| **Loss  before provision for income taxes** |       | (91,130               | )          | (115,967              | )          | (520,058 | ) |
|                                        |       |                  |       |                  |       |   |   |
| **Provision  for income taxes**             |       | 800                   |       | 800                   |       | 4,800 |   |
|                                        |       |                  |       |                  |       |   |   |
| **Net  income (loss)**                      |       | $                     | (91,930    | )                     | $          | (116,767 | ) | $ | (524,858 | ) |
|                                        |       |                  |       |                  |       |   |   |
| **Per  share data**                         |       |                  |       |                  |       |   |   |
| Basic and diluted loss per share            |       | $                     | (0.03      | )                     | $          | (0.04 | ) | $ | — |   |
|                                        |       |                  |       |                  |       |   |   |
| Weighted average common shares outstanding  |       | 2,873,000             |       | 2,873,000             |       | — |   |

 

The accompanying notes are an integral partof these financial statements.

 

F-3

----

 

**FILTERING ASSOCIATES, INC.**

**(A Development Stage Company)**

**STATEMENTSOF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)**

**PERIOD JULY 10, 2001 (INCEPTION) THOUGHDECEMBER 31, 2007**

 
| ** **                                                                  | ** ** | ** **            | ** ** | ** **  | ** ** | ** **      | ** ** | **Deficit**         | ** ** | ** **   | ** **   |
|-----------------------------------------------------------------------------|------------|-----------------------|------------|-------------|------------|-----------------|------------|---------------------|------------|--------------|--------------|
| ** **                                                                  | ** ** | ** **            | ** ** | ** **  | ** ** | ** **      | ** ** | **Accumulated**     | ** ** | ** **   | ** **   |
| ** **                                                                  | ** ** | ** **            | ** ** | ** **  | ** ** | **Additional**  | ** ** | **During the** | ** ** | ** **   | ** **   |
| ** **                                                                  | ** ** | **Common Stock** | ** ** | **Paid-in** | ** ** | **Development** | ** ** | ** **          | ** ** |
| ** **                                                                  | ** ** | **Shares**            | ** ** | **Amount**  | ** ** | **Capital**     | ** ** | **Stage**           | ** ** | **Total**    | ** **   |
|                                                                        |       |                  |       |        |       |            |       |                |       |         |         |
| **Balance,  July 10, 2001 (inception)**                                     | ** ** | **—**            | ** ** | **$**       | **—** | ** **      | **$**      | **—**          | ** ** | **$**        | **—**   | ** ** | **$** | **—** | ** ** |
|                                                                        |       |                  |       |        |       |            |       |                |       |         |         |
| Issuance of common stock, July 2001                                         |       | 1,000,000             |       | 1,000       |       | 9,000           |       | —              |       | 10,000       |         |
| Additional paid-in capital (in exchange for  donated services)              |       | —                |       | —      |       | 11,983          |       | —              |       | 11,983       |         |
| Net loss                                                                    |       | —                |       | —      |       | —          |       | (13,624             | )          | (13,624      | )            |
|                                                                        |       |                  |       |        |       |            |       |                |       |         |         |
| **Balance,  December 31, 2001**                                             | ** ** | **1,000,000**         | ** ** | **1,000**   | ** ** | **20,983**      | ** ** | **(13,624**         | **)**      | **8,359**    | ** **   |
|                                                                        |       |                  |       |        |       |            |       |                |       |         |         |
| Issuance of common stock , net of issuance  costs of $14,928, November 2002 |       | 893,000               |       | 893         |       | 28,829          |       | —              |       | 29,722       |         |
| Additional paid-in capital (in exchange for  donated services)              |       | —                |       | —      |       | 32,070          |       | —              |       | 32,070       |         |
| Additional paid-in capital (contributed                                     |       |                  |       |        |       |            |       |                |       |         |         |
| by a stockholder)                                                           |       | —                |       | —      |       | 13,290          |       | —              |       | 13,290       |         |
| Net loss                                                                    |       | —                |       | —      |       | —          |       | (74,978             | )          | (74,978      | )            |
|                                                                        |       |                  |       |        |       |            |       |                |       |         |         |
| **Balance,  December 31, 2002**                                             | ** ** | **1,893,000**         | ** ** | **1,893**   | ** ** | **95,172**      | ** ** | **(88,602**         | **)**      | **8,463**    | ** **   |
|                                                                        |       |                  |       |        |       |            |       |                |       |         |         |
| Issuance of common stock, August 2003                                       |       | 700,000               |       | 700         |       | 34,300          |       | —              |       | 35,000       |         |
| Issuance of common stock, September                                         |       |                  |       |        |       |            |       |                |       |         |         |
| 2003                                                                        |       | 280,000               |       | 280         |       | 27,720          |       | —              |       | 28,000       |         |
| Additional paid-in capital (in exchange for  donated services)              |       | —                |       | —      |       | 36,200          |       | —              |       | 36,200       |         |
| Additional paid-in capital (contributed                                     |       |                  |       |        |       |            |       |                |       |         |         |
| by a stockholder)                                                           |       | —                |       | —      |       | 1,800           |       | —              |       | 1,800        |         |
| Net loss                                                                    |       | —                |       | —      |       | —          |       | (64,828             | )          | (64,828      | )            |
|                                                                        |       |                  |       |        |       |            |       |                |       |         |         |
| **Balance,  December 31, 2003**                                             | ** ** | **2,873,000**         | ** ** | **2,873**   | ** ** | **195,192**     | ** ** | **(153,430**        | **)**      | **44,635**   | ** **   |
|                                                                        |       |                  |       |        |       |            |       |                |       |         |         |
| Additional paid-in capital (in exchange for  donated services)              |       | —                |       | —      |       | 29,800          |       | —              |       | 29,800       |         |
| Net loss                                                                    |       | —                |       | —      |       | —          |       | (94,790             | )          | (94,790      | )            |
|                                                                        |       |                  |       |        |       |            |       |                |       |         |         |
| **Balance,  December 31, 2004**                                             | ** ** | **2,873,000**         | ** ** | **2,873**   | ** ** | **224,992**     | ** ** | **(248,220**        | **)**      | **(20,355**  | **)**        |
|                                                                        |       |                  |       |        |       |            |       |                |       |         |         |
| Additional paid-in capital (in exchange for  donated services)              |       | —                |       | —      |       | 35,400          |       | —              |       | 35,400       |         |
| Net loss                                                                    |       | —                |       | —      |       | —          |       | (67,941             | )          | (67,941      | )            |
|                                                                        |       |                  |       |        |       |            |       |                |       |         |         |
| **Balance,  December 31, 2005**                                             | ** ** | **2,873,000**         | ** ** | **2,873**   | ** ** | **260,392**     | ** ** | **(316,161**        | **)**      | **(52,896**  | **)**        |
|                                                                        |       |                  |       |        |       |            |       |                |       |         |         |
| Additional paid-in capital (in exchange for  donated services)              |       | —                |       | —      |       | 36,200          |       | —              |       | 36,200       |         |
| Net loss                                                                    |       | —                |       | —      |       | —          |       | (116,767            | )          | (116,767     | )            |
|                                                                        |       |                  |       |        |       |            |       |                |       |         |         |
| **Balance,  December 31, 2006**                                             | ** ** | **2,873,000**         | ** ** | **2,873**   | ** ** | **296,592**     | ** ** | **(432,928**        | **)**      | **(133,463** | **)**        |
|                                                                        |       |                  |       |        |       |            |       |                |       |         |         |
| Additional paid-in capital (in exchange for  donated services)              |       | —                |       | —      |       | 12,200          |       | —              |       | 12,200       |         |
| Net loss                                                                    |       | —                |       | —      |       | —          |       | (91,930             | )          | (91,930      | )            |
|                                                                        |       |                  |       |        |       |            |       |                |       |         |         |
| **Balance,  December 31, 2007**                                             | ** ** | **2,873,000**         | ** ** | **$**       | **2,873**  | ** **      | **$**      | **308,792**         | ** ** | **$**        | **(524,858** | **)** | **$** | **(213,193** | **)** |

 

The accompanying notes are an integral partof these financial statements.

 

F-4

----

 

**FILTERING ASSOCIATES, INC.**

**(A Development Stage Company)**

**STATEMENTSOF CASH FLOWS**

 
| ** **                                                                   | ** ** | ** **            | ** ** | ** **            | ** ** | **Period July** | ** ** |
|------------------------------------------------------------------------------|------------|-----------------------|------------|-----------------------|------------|----------------------|------------|
| ** **                                                                   | ** ** | ** **            | ** ** | ** **            | ** ** | **10, 2001**    | ** ** |
| ** **                                                                   | ** ** | ** **            | ** ** | ** **            | ** ** | **(Inception)**      | ** ** |
| ** **                                                                   | ** ** | **Years Ended**  | ** ** | **Through**           | ** ** |
| ** **                                                                   | ** ** | **December 31,** | ** ** | **December 31,** | ** ** |
| ** **                                                                   | ** ** | **2007**              | ** ** | **2006**              | ** ** | **2007**             | ** ** |
|                                                                         |       |                  |       |                  |       |                 |       |
| **Cash  flows from operating activities**                                    |       |                  |       |                  |       |                 |       |
| Net loss                                                                     |       | $                     | (91,930    | )                     | $          | (116,767             | )          | $ | (524,858 | ) |
| Adjustments to reconcile net loss to net  cash used in operating activities: |       |                  |       |                  |       |                 |       |
| Donated rent by officer                                                      |       | 4,200                 |       | 4,200                 |       | 27,183               |       |
| Accrued compensation to officer                                              |       | 19,500                |       | —                |       | 19,500               |       |
| Compensation provided in exchange for  additional paid-in capital            |       | 8,000                 |       | 32,000                |       | 166,670              |       |
| Depreciation expense                                                         |       | —                |       | 688                   |       | 15,678               |       |
| Increase (decrease) in liabilities                                           |       |                  |       |                  |       |                 |       |
| Increase in accounts payable                                                 |       | 41,977                |       | 59,722                |       | 134,343              |       |
| Increase in income tax payable                                               |       | —                |       | 800                   |       | 1,600                |       |
| Increase in due to related parties                                           |       | —                |       | —                |       | 1,060                |       |
|                                                                         |       |                  |       |                  |       |                 |       |
| **Net cash  used in operating activities**                                   |       | (18,253               | )          | (19,357               | )          | (158,824             | )          |
|                                                                         |       |                  |       |                  |       |                 |       |
| **Cash  flows from investing activities**                                    |       |                  |       |                  |       |                 |       |
| Purchase of computer equipment                                               |       | —                |       | —                |       | (15,678              | )          |
|                                                                         |       |                  |       |                  |       |                 |       |
| **Net cash  used in investing activities**                                   |       | —                |       | —                |       | (15,678              | )          |
|                                                                         |       |                  |       |                  |       |                 |       |
| **Cash  flows from financing activities**                                    |       |                  |       |                  |       |                 |       |
| Proceeds from related party advances                                         |       | 15,400                |       | 21,510                |       | 56,690               |       |
| Proceeds from issuance of common stock                                       |       | —                |       | —                |       | 117,650              |       |
| Issuance costs                                                               |       | —                |       | —                |       | (14,928              | )          |
| Additional paid-in capital contributed by  stockholder                       |       | —                |       | —                |       | 15,090               |       |
|                                                                         |       |                  |       |                  |       |                 |       |
| **Net cash  provided by financing activities**                               |       | 15,400                |       | 21,510                |       | 174,502              |       |
|                                                                         |       |                  |       |                  |       |                 |       |
| **Net  increase (decrease) in cash and cash equivalents**                    |       | (2,853                | )          | 2,153                 |       | —               |       |
|                                                                         |       |                  |       |                  |       |                 |       |
| **Cash and  cash equivalents,**beginning of period                           |       | 2,853                 |       | 700                   |       | —               |       |
|                                                                         |       |                  |       |                  |       |                 |       |
| **Cash and  cash equivalents,**end of period                                 |       | $                     | —     |                  | $          | 2,853                |       | $ | — |   |

 

The accompanying notes are an integral partof these financial statements.

 

F-5

----

 

**FILTERING ASSOCIATES, INC.**

**(A Development Stage Company)**

**STATEMENTS OF CASH FLOWS**

 
| ** **                                             | ** ** | ** **       | ** ** | **Period July**  | ** ** |
|--------------------------------------------------------|------------|------------------|------------|------------------|------------|
| ** **                                             | ** ** | ** **       | ** ** | **10, 2001**     | ** ** |
| ** **                                             | ** ** | ** **       | ** ** | **(Inception)**  | ** ** |
| ** **                                             | ** ** | **Years Ended**  | ** ** | **Through**      | ** ** |
| ** **                                             | ** ** | **December 31,** | ** ** | **December 31,** | ** ** |
| ** **                                             | ** ** | **2007**         | ** ** | **2006**         | ** ** | **2007** | ** ** |
| ** **                                             |       |             |       |             |       |   |   |
| **Supplemental  Disclosures of Cash Flow Information** |       |             |       |             |       |   |   |
|                                                   |       |             |       |             |       |   |   |
| **Cash  paid for:**                                    |       |             |       |             |       |   |   |
| Interest Expense                                       |       | $                | —     |             | $          | — |   | $ | — |   |
| Income Taxes                                           |       | $                | —     |             | $          | — |   | $ | — |   |

 

The accompanying notes are an integral partof these financial statements.

 

F-6

----

 

**FILTERING ASSOCIATES, INC.**

**(A Development Stage Company)**

 

**NOTESTO FINANCIAL STATEMENTS**

 

**DECEMBER 31, 2007**

 

**NOTE 1 –COMPANY OPERATIONS**

 

Filtering Associates, Inc. (the “Company”) was incorporated in thestate of Nevada on July 10, 2001. The Company is currently a development stage company under theprovisions of the Financial Accounting Standards Board (“FASB”) Statement ofFinancial Accounting Standards (“SFAS”) No. 7.  The Company is in the process of developing amarketing plan to initiate the distribution of computer peripheraldevices.  The Company currently has notgenerated any revenues from its distribution operations.

 

**GoingConcern** – The Company has experienced net lossessince its inception and had an accumulated deficit of $524,858 at December 31,2007.  Such losses are attributable tocash and non-cash losses resulting from costs incurred in the development ofthe Company’s services and infrastructure.

 

As discussedin Note 6, the Company merged with Matinee Media Corporation in February 2008,pursuant to the terms of the Agreement and Plan of Merger which was executed onApril 13, 2006.

 

The accompanying financial statements do not include any adjustmentsrelated to the recoverability and classification of assets or the amounts andclassification of liabilities that might be necessary should the Company beunable to continue as a going concern.

 

**Reclassification** – Certain reclassifications have been made to conform prior period financial statement amounts to the current period presentation for comparative purposes.

 

**NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES**

 

**Cash and Cash Equivalents** – For purposesof the balance sheets and statements of cash flows, the Company considers allhighly liquid debt instruments purchased with a maturity of three (3) monthsor less to be cash equivalents.

 

**Accounting Estimates** – The preparation offinancial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenues and expenses during thereporting period.  Actual results coulddiffer from those estimates.

 

**Property and Equipment** – Property andequipment are stated at cost. Depreciation is computed using the straight-line method over theestimated useful lives of the assets which are three years for computerequipment.  Repairs and maintenance toproperty and equipment are expensed as incurred.  When property and equipment is retired ordisposed of, the related costs and accumulated depreciation are eliminated fromthe accounts and any gain or loss on such disposition is reflected in income.

 

F-7

----

 

**Long-Lived Assets** – The Company accountsfor its long-lived assets in accordance with SFAS No. 144, *“Accounting for the Impairment or Disposal of Long-Lived Assets.”*  SFAS No. 144 requires that long-livedassets be reviewed for impairment whenever events or changes in circumstancesindicate that the historical cost carrying value of an asset may no longer beappropriate.  The Company assessesrecoverability of the carrying value of an asset by estimating the future netcash flows expected to result from the asset, including eventualdisposition.  If the future net cashflows are less than the carrying value of the asset, an impairment loss isrecorded equal to the difference between the asset’s carrying value and thefair value or disposable value.  As of December 31,2007, the Company does not believe there has been any impairment of itslong-lived assets.

 

**Income Taxes** – The Company accounts forincome taxes in accordance with the provisions of Statement of FinancialAccounting Standards No. 109, “*Accountingfor Income Taxes”* (SFAS 109), which requires the recognition ofdeferred tax assets and liabilities for the expected future tax consequences ofevents that have been included in the financial statements or tax returns.Under this method, deferred tax assets and liabilities are determined based onthe difference between the financial statement and the tax basis of assets andliabilities using enacted rates in effect for the periods in which thedifferences are expected to be recovered or settled.  The effect on deferred tax assets andliabilities of a change in tax rates is recognized in income in the period thatincludes the enactment date.  Valuationallowances are established when necessary to reduce deferred tax assets to theamount expected to be realized.

 

**Fair Value of Financial Instruments**– SFAS No. 107, “*Disclosure about FairValue of Financial Instruments”* requires entities to disclose thefair value of financial instruments, both assets and liabilities recognized andnot recognized on the balance sheet, for which it is practicable to estimatefair value.  SFAS No. 107 definesfair value of a financial instrument as the amount at which the instrumentcould be exchanged in a current transaction between willing parties.  As of December 31, 2007, the carrying valueof cash and cash equivalents approximated fair value due to the short-termnature of such instruments.

 

**Loss Per Share of Common Stock** – The Company follows Statement of Financial Accounting Standards No. 128, “Earnings Per Share” (SFAS No. 128) that requires the reporting of both basic and diluted earnings (loss) per share.  Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares  outstanding for the period.  The calculation of diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with SFAS No. 128, any anti-dilutive effects on net earnings (loss) per share are excluded.  For the years ended December 31, 2007 and 2006, there were no common stock equivalents.

 

**Issuances Involving Non-Cash Consideration** – All issuances of the Company’s stock for non-cash consideration have been assigned a dollar amount equaling either the market value of the shares issued or the value of consideration received whichever is more readily determinable.  The majority of the non-cash consideration received pertains to services rendered by officers and have been valued at the estimated value of the services rendered.

 

**Recent Accounting Pronouncements**

 

**SFAS No. 157** - In September 2006,the FASB issued Statement 157, **Fair Value Measurements.**This Statementdefines fair value, establishes a framework for measuring fair value ingenerally 

 

F-8

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accepted accounting principles (GAAP), and expands disclosures aboutfair value measurements. This Statement applies under other accountingpronouncements that require or permit fair value measurements, the Board havingpreviously concluded in those accounting pronouncements that fair value is therelevant measurement attribute. Accordingly, this Statement does not requireany new fair value measurements. However, for some entities, the application ofthis Statement will change current practice. This Statement is effective forfinancial statements issued for fiscal years beginning after November 15,2007, and interim periods within those fiscal years. Earlier application isencouraged, provided that the reporting entity has not yet issued financialstatements for that fiscal year, including financial statements for an interimperiod within that fiscal year. The Company has evaluated the impact of theadoption of SFAS 157, and does not believe the impact will be significant tothe Company’s overall results of operations or financial position.

 

**SFAS No. 158** - In September 2006,the FASB issued Statement No. 158 **Employers’ Accounting for Defined Benefit Pension andOther Postretirement Plans—an amendment of FASB Statements No. 87, 88,106, and 132(R)**. This Statement improves financial reporting byrequiring an employer to recognize the overfunded or underfunded status of adefined benefit postretirement plan (other than a multiemployer plan) as anasset or liability in its statement of financial position and to recognizechanges in that funded status in the year in which the changes occur throughcomprehensive income of a business entity or changes in unrestricted net assetsof a not-for-profit organization. This Statement also improves financialreporting by requiring an employer to measure the funded status of a plan as ofthe date of its year-end statement of financial position, with limitedexceptions. An employer with publicly traded equity securities is required toinitially recognize the funded status of a defined benefit postretirement planand to provide the required disclosures as of the end of the fiscal year endingafter December 15, 2006. An employer without publicly traded equitysecurities is required to recognize the funded status of a defined benefitpostretirement plan and to provide the required disclosures as of the end ofthe fiscal year ending after June 15, 2007. The Company has evaluated theimpact of the adoption of SFAS 158, and does not believe the impact will besignificant to the Company’s overall results of operations or financialposition.

 

**SAB No. 108** - In September 2006,the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108(SAB No. 108), “Considering the Effects of Prior Year Misstatementswhen Quantifying Misstatements in Current Year Financial Statements.” Theguidance in SAB No. 108 requires Companies to base their materialityevaluations on all relevant quantitative and qualitative factors. This involvesquantifying the impact of correcting all misstatements, including both thecarryover and reversing effects of prior year misstatements, on the currentyear financial statements. The Company has adopted this standard.

 

**SFAS No. 159** - In February 2007,the FASB issued Statement No. 159, **The Fair Value Option for Financial Assets and FinancialLiabilities—Including an amendment of FASB Statement No. 115******.****ThisStatement permits entities to choose to measure many financial instruments andcertain other items at fair value. The objective is to improve financialreporting by providing entities with the opportunity to mitigate volatility inreported earnings caused by measuring related assets and liabilities differentlywithout having to apply complex hedge accounting provisions. This Statement isexpected to expand the use of fair value measurement, which is consistent withthe Board’s long-term measurement objectives for accounting for financialinstruments. This Statement applies to all entities, including not-for-profitorganizations. Most of the provisions of this Statement apply only to entitiesthat elect the fair value option.

 

F-9

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However, the amendment to FASB Statement No. 115, **Accounting forCertain Investments in Debt and Equity Securities,** applies toall entities with available-for-sale and trading securities. Some requirementsapply differently to entities that do not report net income. This Statement iseffective as of the beginning of an entity’s first fiscal year that beginsafter November 15, 2007. Early adoption is permitted as of the beginningof a fiscal year that begins on or before November 15, 2007, provided theentity also elects to apply the provisions of FASB Statement No. 157, **Fair ValueMeasurements.**No entity is permitted to apply this Statementretrospectively to fiscal years preceding the effective date unless the entitychooses early adoption. The choice to adopt early should be made after issuanceof this Statement but within 120 days of the beginning of the fiscal year ofadoption, provided the entity has not yet issued financial statements,including required notes to those financial statements, for any interim periodof the fiscal year of adoption. This Statement permits application to eligibleitems existing at the effective date (or early adoption date). The Company hasevaluated the impact of the implementation of SFAS No. 159 and does notbelieve the impact will be significant to the Company’s overall results ofoperations or financial position.

 

**NOTE 3 – PROPERTY AND EQUIPMENT**

 

Property and equipment consist of the following at December 31,2006:

 
| Computer equipment             |   | $       | 15,678 |   |
|--------------------------------|--------|---------|--------|--------|
| Less: accumulated depreciation |   | (15,678 | )      |
|                           |   |    |   |
|                           |   | $       | — |   |

 

**NOTE 4 – INCOME TAXES**

 

The Company accounts forincome taxes under Statement of Financial Accounting Standards No. 109(SFAS 109).  This statement mandates theliability method of accounting for deferred income taxes and permits therecognition of deferred tax assets subject to an ongoing assessment ofrealizability.

 

The components of the Company’s income tax provision for the yearsended December 31, 2007 and 2006 and the period from July 10, 2001(inception) through December 31, 2007 consist of:

 
| ** **                                                                          | ** ** | ** **                           | ** **            | ** **  | ** ** | **Period**             | ** ** |
|-------------------------------------------------------------------------------------|------------|--------------------------------------|-----------------------|-------------|------------|------------------------|------------|
| ** **                                                                          | ** ** | ** **                           | ** **            | ** **  | ** ** | **July 10, 2001** | ** ** |
| ** **                                                                          | ** ** | ** **                           | ** **            | ** **  | ** ** | **(Inception)**        | ** ** |
| ** **                                                                          | ** ** | **Years Ended****December 31,** | ** **            | **Through** | ** ** |
| ** **                                                                          | ** ** | ** **                           | **December 31,** | ** **  |
| ** **                                                                          | ** ** | **2007**                             | ** **            | **2006**    | ** ** | **2007**               | ** ** |
| ** **                                                                          | ** ** | ** **                           | ** **            | ** **  | ** ** | ** **             | ** ** |
| Current income tax expense                                                          |       | $                                    | —                |        | $          | —                 |       | $ | — |   |
| Deferred income tax benefit from  capitalization of start-up costs for tax purposes |       | (31,900                              | )                     | (43,400     | )          | (143,900               | )          |
| Change in valuation allowance                                                       |       | 31,900                               |                  | 43,400      |       | 143,900                |       |
|                                                                                |       |                                 |                  |        |       |                   |       |
|                                                                                |       | $                                    | —                |        | $          | —                 |       | $ | — |   |

 

F-10

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Deferred income taxes are provided for timingdifferences in the recognition of certain income and expense items for tax andfinancial statement purposes.  The taxeffects of the temporary differences giving rise to the Company’s deferred taxassets and liabilities as of December 31, 2007 are as follows:

 
| Deferred income tax assets                  |   |     |    |
|---------------------------------------------|--------|----------|---------|
| Capitalized start-up costs for tax purposes |   | $        | 143,900 |   |
| Less: valuation allowance                   |   | (143,900 | )       |
|                                        |   |     |    |
|                                        |   | $        | —  |   |

 

A valuation allowance is provided when it is more likely than not thatsome portion or all of the deferred tax assets will not be realized.  As a result of the uncertainties surroundingthe realization of the capitalized start-up costs, management has determinedthat the realization of the deferred tax asset is questionable.  Accordingly, the Company has recorded avaluation allowance equal to the net deferred tax asset amount.

 

**NOTE 5 – RELATED PARTY TRANSACTIONS**

 

During the years ended December 31, 2007 and 2006, the Companyutilized office space provided by the Company’s president (also astockholder).  The president has waivedreimbursement of  the renting of thespace. The Company estimated the rent to be $350 a month which has beenconsidered donated capital.  The Companyrecorded total rent expense of $4,200 and $4,200 for the years ended December 31,2007 and 2006, respectively.

 

As mentioned in Note 1, the Company is in its development stage.  For the years ended December 31, 2007and 2006, the officers of the Company devoted time to the development processof the Company.  Compensation expensetotaling $27,500 and $32,000 has been recorded for the years ended December 31,2007 and 2006, respectively.  For theyear ended December 31, 2007, the officers have waived reimbursement on$8,000 and have considered the $8,000 as additional paid-in capital.  The remaining $19,500 is due its Presidentfor services rendered during the year ended December 31, 2007 and isincluded in the Company’s liabilities as amounts due related parties. For theyear ended December 31, 2006, the officers have waived reimbursement andhave considered the total expense as additional paid-in capital.

 

The Company has received advances from certain officers andshareholders.  During the years ended December 31,2007 and 2006 the Company received advances from these related parties totaling$15,400 and $21,510, respectively.  Theseadvances are non-interest bearing and are due on demand.

 

A recap of the amounts due related parties as of December 31, 2007is as follows:

 
| Advances payable     |   | $      | 57,750 |   |
|----------------------|--------|--------|--------|--------|
| Accrued compensation |   | 19,500 |   |
|                 |   | $      | 77,250 |   |

 

****NOTE 6 - MERGER****

 

On April 13, 2006, the Company entered into an agreement to mergewith Matinee Media Corporation, a Texas corporation (MMC) subject to certainterms and conditions. Under the 

 

F-11

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merger agreement certain shareholders of the Company will cancel1,665,272 shares of their common stock in exchange for the Company distributingto them all the Company’s current existing business and related assets andliabilities. MMC will transfer its business into the Company. Once the mergertakes effect, MMC shareholders will own no less than 92% of the outstandingcommon stock of the Company and the Company’s current shareholders owning nomore than 8%. Material terms of the agreement require MMC to have closedfunding with gross proceeds of not less than $6.0 million, shareholder approvalby shareholders of both entities, and that the Company cancels 1,665,272 sharesof its outstanding common stock held by certain officers and directors.

 

On May 31, 2007, the Company entered into the second amendment tothe definitive merger with MMC, stating that the Company, its President andcertain shareholders have agreed to obtain the waiver of liabilities owed bythe Company in excess of $200,000.

 

On September 17, 2007, the Company entered into a Third Amendmentwith MMC, stating that the merger will close on or before February 29,2008.  The Company cannot guaranty thatthe merger with MMC will be consummated, or that it will be consummated on orbefore February 29, 2008.

 

On December 21, 2007, the Company announced the approval of themerger by the Board of Directors of the Company and the Board of Directors ofMMC.  On that date the Company also filedform S-4 with the SEC to request the voting approval of shareholders of recordon January 14, 2008 at a special meeting to be held on February 8,2008. At that meeting the merger was ratified.

 

Matinee Media Corporation was incorporated in the State of Texas on October 12,2005. MMC’s principal source of revenue is expected to be from the purchase,development and resale of direct and indirect interest in the rights toconstruct FM radio broadcast facilities, or construction permits, granted bythe Federal Communications Commission.

 

F-12

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**Item 8. Changes in and Disagreementswith Accountants.**

 

There have been no changes in or disagreements withour accountants since our formation required to be disclosed pursuant to Item304 of Regulation S-B, except that on March 30, 2005, we changed auditorsas reported on our Form 8-K filed on April 5, 2005.

 

**Item 8A. Controls and Procedures.**

 
|   | (a) |  

**Evaluation of Disclosure Controls  and Procedures.**  In September 2006, we carried out an evaluation under the supervision  and with the participation of our former management of the effectiveness of  our disclosure controls and procedures. Based upon that evaluation, our  former management concluded that as of September 30, 2006, our  disclosure controls and procedures, subject to the various limitations on  effectiveness set forth below under the heading, “LIMITATIONS ON THE  EFFECTIVENESS OF INTERNAL CONTROLS,” were not effective in ensuring  that (i) information required to be disclosed by us in the reports  that we file or submit under the Exchange Act is recorded, processed,  summarized and reported, within the time periods specified in the SEC’s rules and  forms and (ii) information required to be disclosed by us in the reports  that we file or submit under the Exchange Act is accumulated and communicated  to our management, including our former management, as appropriate to allow  timely decisions regarding required disclosure.  The deficiencies in disclosure controls and  procedures relate to the deficiencies in our internal control over financial  reporting noted below.

 

Our new management carried out an evaluation of the  effectiveness of our disclosure controls and procedures. Based upon our new  management’s evaluation of those controls and procedures performed as of December 31,  2007, the date of this report, our chief executive officer and the principal  financial officer concluded that our disclosure controls and procedures were  effective.

  |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (b) |  

**Changes in internal control over  financial reporting.** We are currently a small company with limited staff and financing. During  the six months ended June 30, 2006, we inadvertently omitted the amounts  owed for legal services during the subject period because the bills were not  sent to the correct address. We have taken steps to correct this omission in  this and future reports. Specifically, in December 2006, we appointed  David Choi as our sole officer. Mr. Choi has significant experience in  business and financial matters. We believe that this will enable us to have  our quarterly reports prepared accurately going forward.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

LIMITATIONS ON THE EFFECTIVENESS OF INTERNAL CONTROLS.

 

Our management does not expect that our disclosurecontrols and procedures or our internal control over financial reportingnecessarily prevent all fraud and material error. An internal control system, nomatter how well conceived and operated, can provide only reasonable, notabsolute, assurance that the objectives of the control system are met. Further,the design of a control system must reflect the fact that there are resourceconstraints, and the benefits of controls must be considered relative to theircosts. Because of the inherent limitations in all control systems, noevaluation of controls can provide absolute assurance that all control issuesand instances of fraud, if any, within us have been detected. These inherentlimitations include the realities that judgments in decision-making can befaulty, and that breakdowns can occur because of simple error or mistake. Thedesign of any system of controls also is based in part upon certain assumptionsabout the likelihood of future events, and there can be no assurance that anydesign will succeed in achieving its stated goals under all potential futureconditions. Over time, control may become inadequate because of changes inconditions, or the degree of compliance with the policies or procedures maydeteriorate.

 

**PART III**

 

**Item 9. Directors, ExecutiveOfficers, Promoters and Control Persons and Corporate Governance; Compliancewith Section 16(a) of the Exchange Act.**

 

**Executive Officers and Directors.**     Our officers anddirectors are elected by the stockholders for a term of one year and servesuntil his or her successor is elected and qualified. Our officers and directorsare elected by the board of directors for a term of one year and serves until hisor her successor is duly elected and qualified, or until he or she is removedfrom office. The board of directors has no nominating, audit or compensationcommittee.

 

The following table sets forth information regardingour executive officer and directors.

 
| **Name**      | ** ** | **Age** | ** ** | **Position**                              |
|---------------|------------|---------|------------|-------------------------------------------|
| David Y. Choi |       | 41      |       | President, Secretary, Treasurer, Director |

 

8

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**David Y. Choi.**  Dr. Choiwas appointed as our sole officer and director in December 2006. Dr. Choihas served as an assistant professor at Loyola Marymount University in LosAngeles, California, since 2003. Prior to that, and from 2001 to 2003, heserved as Director of Strategy for Titan Corporation, and from 2000 to 2001, asa manager at Diamond Cluster International. In 1999, Dr. Choi was a fellowat the Harvard Business School.  Dr. Choiholds a bachelor’s degree and a master’s degree in Industrial Engineeringearned in 1989 and 1990, respectively, both from the University of Californiaat Berkeley, and doctorate in management from University of California at LosAngeles, earned in 1997. Dr. Choi is not an officer or director of anyother reporting company.

 

There are no orders, judgments, or decrees of anygovernmental agency or administrator, or of any court of competentjurisdiction, revoking or suspending for cause any license, permit or otherauthority to engage in the securities business or in the sale of a particularsecurity or temporarily or permanently restraining any of our officers ordirectors from engaging in or continuing any conduct, practice or employment inconnection with the purchase or sale of securities, or convicting such personof any felony or misdemeanor involving a security, or any aspect of thesecurities business or of theft or of any felony. Nor are any of the officersor directors of any corporation or entity affiliated with us so enjoined.

 

**Section 16(a) BeneficialOwnership Reporting Compliance** . We believe that our officers, directors, andprincipal shareholders have filed all reports required to be filed on,respectively, a Form 3 ( Initial Statement of Beneficial Ownership ofSecurities ), a Form 4 ( Statement of Changes of BeneficialOwnership of Securities ), or a Form 5 ( Annual Statement ofBeneficial Ownership of Securities ).

 

**Code of Ethics.** We have not adopted a code of ethicsthat applies to our principal executive officer, principal financial officer,principal accounting officer or controller, or persons performing similarfunctions. We will prepare and adopt a code of ethics after we close the mergerwith MMC.

 

**Nominating Committee.** We have not adopted any procedures bywhich security holders may recommend nominees to our Board of Directors.

 

**Audit Committee and Financial Expert.** Because our board of directors currentlyconsists of only one member and we do not have the resources to expand ourmanagement at this time, we do not have an audit committee, nor do we have afinancial expert on our board of directors as that term is defined by Item401(e)2.

 

**Item 10. Executive Compensation**

 

Any compensation received by our officers, directors,and management personnel will be determined from time to time by our board ofdirectors.  Our sole officer and directorwill be reimbursed for any out-of-pocket expenses incurred on our behalf.

 

**Summary Compensation Table.** The table set forth below summarizes theannual and long-term compensation for services in all capacities to us payableto our principal executive officer and our only other executive officer duringthe years ending December 31, 2007 and 2006.

 
| **Name and  Principal********Position**          | ** ** | **Year********Ended** | ** ** | **Salary********$** | ** ** | **Bonus********$** | ** ** | **Stock********Awards********$** | ** ** | **Option********Awards********$** | ** ** | **Non-Equity  Incentive Plan  Compensation  $** | ** ** | **Nonqualified  Deferred  Compensation Earnings $** | ** ** | **All Other Compensation********$** | ** ** | **Total********$** |
|--------------------------------------------------|------------|-----------------------|------------|---------------------|------------|--------------------|------------|----------------------------------|------------|-----------------------------------|------------|-------------------------------------------------|------------|-----------------------------------------------------|------------|-------------------------------------|------------|--------------------|
| David Choi, president,  secretary,  treasurer    |       | 2007                  |       | None                |       | None               |       | None                             |       | None                              |       | None                                            |       | None                                                |       | None                                |       | None               |
| Kevin Frost,president*                           |       | 2006                  |       | None                |       | None               |       | None                             |       | None                              |       | None                                            |       | None                                                |       | None                                |       | None               |
| Edward  Wiggins,  treasurer,  acting  secretary* |       | 2006                  |       | None                |       | None               |       | None                             |       | None                              |       | None                                            |       | None                                                |       | None                                |       | None               |

 

----

   *resigned all offices in December 2006.

 

**Employment Contracts.** We do not have any employment agreements.

 

**Outstanding Equity Awards at FiscalYear-end.**  As of the year ended December 31, 2007,our named executive officers had no unexercised options, stock that has notvested or equity incentive plan awards.

 

9

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**No Equity Compensation Plans.** As of the year ended December 31, 2007, we had no securitiesauthorized for issuance under any equity compensation plans.

 

**Stock Options/SAR Grants** . No grants of stock options or stockappreciation rights were made since our date of incorporation on July 10,2001.

 

**Long-Term**** ****Incentive Plans** . There are noarrangements or plans in which we provide pension, retirement or similarbenefits for directors or executive officers. We do not have any material bonusor profit sharing plans pursuant to which cash or non-cash compensation is ormay be paid to our directors or executive officers.

 

**Director Compensation.** Our directors received no compensation for their service as directorsduring the fiscal year ended December 31, 2007.

 

**Item 11. Security Ownership ofCertain Beneficial Owners and Management and Related Stockholder Matters.**

 

The following table sets forth certain informationregarding the beneficial ownership of our common stock as of December 31,2007, by each person or entity known by us to be the beneficial owner of morethan 5% of the outstanding shares of common stock, each of our directors andnamed executive officers, and all of our directors and executive officers as agroup.

 
| ** **                                                                                                               | ** ** | **Shares Beneficially  Owned Prior to Offering** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------|------------|
| **Name and Address**                                                                                                     | ** ** | **Number of  Shares**                            | ** ** | **Percent of  Class** | ** ** |
| **Directors, Executive Officers and 5% Holders:**                                                                        | ** ** | ** **                                       | ** ** | ** ** | ** ** |
| David Choi  President, CEO, Chief Financial Officer, Secretary and Director  1495 Belleau Road  Glendale, CA 91206  | ** ** | 8,000                                            | ** ** | * |   |
| Kevin Frost  101 W. Avenida Gaviota, Suite A San Clemente, CA 92672                                                 |       | 1,128,000                                        | (1)        | 39.3 | % |
| Edward Wiggins  101 W. Avenida Gaviota, Suite A San Clemente, CA 92672                                              |       | 435,000                                          | (1)        | 15.1 | % |
| Alpine Opportunity Fund Limited  c/o Walkers (BVI) Walkers Chambers, POB, 92 Road Town, Tortuga, British  Virgin Islands |       | 425,000                                          | (1)        | 14.8 | % |
| Peter G. Geddes  P.O. Box 5303 Beverly Hills, CA 90212                                                    |       | 335,000                                          | (1)        | 11.7 | % |
| All directors and  executive officers, as a group (1 person)                                                        |       | 8,000                                            |       | * |   |

 

----

*                                         Represents beneficial ownership of lessthan 1%.

 

Beneficial ownership is determined in accordance withthe rules of the Securities and Exchange Commission and generally includesvoting or investment power with respect to securities. In accordance withSecurities and Exchange

 

Commission rules, shares of our common stock which maybe acquired upon exercise of stock options or warrants which are currentlyexercisable or which become exercisable within 60 days of the date of the tableare deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons orentities named in the table above have sole voting and investment power withrespect to all shares of our common stock indicated as beneficially owned bythem.

 

**Changes in Control.** Our ** ** management isnot aware of any arrangements which may result in “changes in control” as thatterm is defined by the provisions of Item 403(c) of Regulation S-B, otherthan the merger with MMC.

 

**Item 12. Certain Relationships andRelated Transactions, and Director Independence.**

** **

**Related party transactions.** During the years ended December 31, 2007 and 2006, we have utilizedoffice space provided by Mr. Frost, formerly our president, director andcurrently also a stockholder, and Mr. Choi, our president and director. Mr. Frostand Mr. Choi have each 

 

10

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waived reimbursement of the allocated rent of $4,200and $4,200 for the years ended December 31, 2007 and 2006, respectively,and has considered it as additional paid-in capital. We recorded total rentexpense of $4,200 and $4,200 for the years ended December 31, 2007 and2006, respectively.

 

For the years ended December 31, 2007 and 2006,our officers devoted time to our development process. Compensation expensetotaling $27,500 and $32,000 has been recorded for the years ended December 31,2007 and 2006, respectively. For the year ended December 31, 2007, ourofficers have waived reimbursement of $8,000 and have considered the $8,000 asadditional paid-in capital.  Theremaining $19,500 is due Mr. Choi for services rendered during the yearended December 31, 2007.  For theyear ended December 31, 2006, our officers waived reimbursement and haveconsidered the total expense additional paid-in capital.

 

We have received advances from certain officers andshareholders. During the years ended December 31, 2007 and 2006 wereceived advances from these related parties totaling $15,400 and $21,510,respectively. These advances are non-interest bearing and are due on demand.

 

During the first two months of 2008, our principalshareholder has loaned us $2,377 to pay certain expenses. The loans areinterest free and due on demand.

 

With regard to any future related party transaction,we plan to fully disclose any and all related party transactions, including,but not limited to, the following:

 
|   | · |   | disclose such transactions in prospectuses where  required;                                   |
|--------|--------|--------|-----------------------------------------------------------------------------------------------|
|   | · |   | disclose in any and all filings with the Securities  and Exchange Commission, where required; |
|   | · |   | obtain disinterested directors consent; and                                                   |
|   | · |   | obtain shareholder consent where required.                                                    |

 

**Director Independence.** Members of our board of directors are not independent as that term isdefined by defined in Rule 4200(a)(15) of the Nasdaq Marketplace Rules.

 

**Item 13. Exhibits**

 
|   3.1  |   | Articles of Incorporation*                                                               |
|-------------|--------|------------------------------------------------------------------------------------------|
|   3.2  |   | Bylaws*                                                                                  |
|   10   |   | Agreement and Plan of Merger with Matinee Media  Corporation**                           |
|   31.1 |   | Rule 13a-14(a)/15d-14(a) Certification of  Chief Executive Officer             |
|   31.2 |   | Rule 13a-14(a)/15d-14(a) Certification of  Chief Financial Officer             |
|   32.1 |   | Section 906 Certification by Chief Executive Officer                                |
|   32.2 |   | Section 906 Certification by Chief Financial  Officer                               |
|   *    |   | Included in the registration statement on  Form SB-2 filed on January 23, 2002 |
|   **   |   | Included in Annual Report on Form 10-KSB filed  on April 17, 2006              |

 

**Item 14. Principal Accountant Feesand Services.**

 

**Audit Fees.** The aggregate fees billed in each of thefiscal years ended December 31, 2006 and 2007 for professional servicesrendered by the principal accountant for the audit of our annual financialstatements and review of the financial statements included in our Form 10-KSBor services that are normally provided by the accountant in connection withstatutory and regulatory filings or engagements for those fiscal years were$14,421 and $12,935, respectively.

 

**Audit-Related Fees.** For the fiscal year ended December 31,2007, there were no fees billed for services reasonably related to theperformance of the audit or review of the financial statements outside of thosefees disclosed above under “Audit Fees.” For the fiscal year ended December 31,2006, we were billed a total of $3,138 by a separate accountant for consultingservices relating to the preparation of the annual audit and quarterly reviewsof our financial statements.

 

**Tax Fees.** For the fiscal years ended December 31, 2006 and December 31,2007, another separate accountants rendered services for tax compliance, taxadvice, and tax planning work for which we paid the following amounts: $950 and$750 respectively.

 

**All Other Fees.** None.

 

**Pre-Approval Policies and Procedures.**  Priorto engaging its accountants to perform a particular service, our board ofdirectors obtains an estimate for the service to be performed. All of theservices described above were approved by the board of directors in accordancewith its procedures.

 

11

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**SIGNATURES**

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the Registrant has duly caused this report to be signedon its behalf by the undersigned in the City of San Juan Capistrano, California,on February 14, 2008.

 
|   | **Filtering Associates, Inc.**a Nevada  corporation |
|--------|----------------------------------------------------------|
|   |                                                     |   |
|   |                                                     |   |
|   | By:                                                      |   | /s/ David Choi |
|   |                                                     | David Choi |   |
|   |                                                     | Its: | Principal executive officerPresident, Chief  Financial OfficerTreasurer,  Secretary and a director |
|        |                                                          |  |  |  |  |

 

In accordance with the Exchange Act, this report hasbeen signed below by the following persons on behalf of the Registrant and inthe capacities and on the dates indicated.

 
|                                  |          |
|---------------------------------------|---------------|
| By:                                   | /s/David Choi |   |          February 14,  2008 |
| David Choi

Its:   Director |          |
|                                       |               |  |  |

 

12

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