**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 **FORM
        10-KSB**
 
 **[
        X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT
        OF 1934** For
        the
        fiscal year ended December
        31, 2006
 
 **[  
        ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934** For
        the
        transition period from  to
  Commission
        File Number: 000-50004
 
 Filtering
        Associates, Inc.
 (Exact
        name 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, GlendaleCalifornia
              91206(Address
                  of principal executive offices)
              (Zip
                  Code)(818)
                    632-5853(Registrant's
                  Telephone Number, Including Area
                  Code)
 101
          W.
          Avenida Gaviota, Suite A, San Clemente California 92672
 (949)
          244-4608
 (Registrant’s
          Former Address and Telephone Number, if Changed Since Last
          Report)
  Securities
                  registered under Section 12(b) of the Act:Title
                  of each class registered:
              Name
                  of each exchange on which registered:None
              NoneSecurities
                  registered under Section 12(g) of the Act:Common
                  Stock, Par Value
                  $.001(Title
                  of Class)
  Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter period that the registrant was required
        to file such reports), and (2) has been subject to such filing requirements
        for
        the past 90 days. [X]Yes [ ] No
  Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B is not contained in this form, and no disclosure will be
        contained, to the best of registrant's knowledge, in definitive proxy or
        information statements incorporated by reference in Part III of this Form
        10-KSB
        or any amendment to this Form 10-KSB. [X]
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes [X] No [ ]
  State
        issuer's revenues for its most recent fiscal year. $0.
  State
          the
          aggregate market value of the voting and non-voting common equity held
          by
          non-affiliates computed by reference to the price at which the common equity
          was
          sold, or the average bid and asked price of such common equity, as of a
          specified date within the past 60 days. (See definition of affiliate in
          Rule
          12b-2 of the Exchange Act.) As
          of
          March 28, 2007, approximately $286,260 based on the bid price of the
          Company's common stock, which the Company believes is an accurate measure
          for calculating the aggregate market value.
 State
        the
        number of shares outstanding of each of the issuer’s classes of common equity,
        as of the latest practicable date. As of
        March 28, 2007, there were 2,873,000 shares of the issuer's $.001 par value
        common stock issued and outstanding.
 
 Documents
        incorporated by reference. There are no annual reports to security holders,
        proxy information statements, or any prospectus filed pursuant to Rule 424
        of
        the Securities Act of 1933 incorporated herein by reference.
 
 Transitional
        Small Business Disclosure format (check one):  [
         ] Yes  [
        x
        ] No
  1
  **PART
        I**
 
 **Item
        1. Description of Business.**
 
 **Our
        Background.** We
        were
        incorporated in Nevada on July 10, 2001. We were originally formed to be
        a
        reseller of Internet content filtering and blocking software. In 2003, our
        management changed and we began marketing USB flash memory drives by means
        of
        our website. In 2005, we began researching potential acquisitions or other
        suitable business partners which will assist us in realizing our business
        objectives. In June 2005, we signed a term sheet pursuant to a proposed reverse
        merger with Hawaii Biotech, Inc. However, the proposed merger was terminated
        in
        October 2005, and we began looking for another merger or acquisition candidate. We
        are no
        longer operating the Internet content filtering business or the USB flash
        drive
        business.
 
 **Our
        Business.** On
        April
        13, 2006, we executed a definitive agreement to merge with Matinee Media
        Corporation, a Texas corporation (“MMC”). MMC’s principal source of revenue will
        be from the purchase, development and resale of direct and indirect interests
        in
        the rights to construct FM radio broadcast facilities, or construction permits,
        granted by the Federal Communications Commission. The definitive merger
        agreement contemplates 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
        will change our name to Matinee Media Corporation. Other material terms of
        the
        agreement require MMC to have at the close funding with gross proceeds of
        not
        less 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
        by
        certain of our officers and directors. After giving effect to the merger,
        our
        stockholders would own approximately 8% of the surviving entity.
 
 On
        December 18, 2006, we executed the first amendment to the definitive merger
        agreement with MMC. The terms of the amendment account for the proposed merger
        of MMC with US Farm and Ranch Supply Company, Inc. (“USFR”), which was expected
        to close prior to the merger between us and MMC. The amendment also provided
        that the merger with MMC would close on or before June 1, 2007. As of March
        28,
        2007, USFR has terminated the merger agreement with MMC. We hope to close
        the
        merger with MMC on or before June 1, 2007. We
        cannot
        assure you that the merger with MMC will be consummated, or that it will
        be
        consummated on or before June 1, 2007.
  If
        we do
        not complete the merger transaction discussed herein, we will look for another
        merger or acquisition target. We cannot guaranty that we will merge with
        MMC or
        any other third party, or enter into any similar transaction, or that in
        the
        event that we acquire another entity, this acquisition will increase the
        value
        of our common stock.
 
 **Our
        Products.** We
        currently are not selling any products.
  **Our
        Website.** We
        own
        the domain www.filterdrive.com , and
        our website is currently down.
 
 **Our
        Target Markets and Marketing Strategy.** We
        are
        not currently marketing any products.
 
 **Our
        Competition.** If
        we do
        not complete the merger transaction discussed herein, we may look for another
        merger or acquisition target. We cannot guaranty that we will merge with
        MMC or
        any other third party, or enter into any similar transaction, or that in
        the
        event that we acquire another entity, this acquisition will increase the
        value
        of our common stock. The competition for locating potential merger or
        acquisition candidates is intense. We may not be able to compete successfully
        against current or future. Our competitors vary in size and in the scope
        and
        breadth of the services they can offer to potential merger or acquisition
        candidates. We encounter competition from a variety of companies.
 
 **Government
        Regulation.** We are
        subject to federal, state and local laws and regulations applied to businesses
        generally, such as payroll taxes on the state and federal levels. In general,
        our publications are not subject to particular regulatory requirements. We
        believe that we are in conformity with all applicable laws in all relevant
        jurisdictions. We may be prevented from operating if our activities are not
        in
        compliance and must take action to comply with any federal, state, or local
        regulation.
  2
  **Our
        Intellectual 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 breadth or degree of protection of these patents will
        be
        adequate to protect our interests. In addition, we cannot guaranty that others
        will not independently develop substantially equivalent proprietary information
        or obtain access to our know-how. Further, we cannot guaranty that others
        will
        not be issued patents which may prevent the sale of our products or require
        licensing and the payment of significant fees or royalties by us in order
        for us
        to be able to carry on our business. Finally, we cannot guaranty that the
        products of others will not infringe any patents issued to or licensed by
        us.
        Defense and prosecution of patent claims can be expensive and time consuming,
        even in those instances 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 to obtain licenses from third parties or require us to cease our
        marketing activities.
 
 We
        own
        the Internet domain name www.filterdrive.com. Under current domain name
        registration practices, no one else can obtain an identical domain name,
        but
        someone might obtain a similar name, or the identical name with a different
        suffix, such as “.org”, or with a country designation. The regulation of domain
        names in the United States and in foreign countries is subject to change,
        and we
        could be unable to prevent third parties from acquiring domain names that
        infringe or otherwise decrease the value of our domain names.
 
 **Our
        Research and Development.** We
        are
        not currently conducting any research and development activities. We do not
        anticipate conducting such activities in the near future. If we generate
        significant revenues, we may expand our product line by entering into
        distribution relationships with third party manufacturers.
 
 **Employees.** As of
        December 31, 2006, we have no employees, other than our sole officer and
        director. We anticipate that we will not hire any employees in the next six
        months, unless we complete the merger with MMC.
  **Our
        Facilities.** Our
        executive, administrative and operating offices are approximately 300 square
        feet and are located at1495
        Belleau Road, Glendale, California 91206.
        We
        believe that our current offices are sufficient to meet our current and future
        needs.
  **Risk
        Factors.** Investing in our common stock involves a high degree of risk. Any potential
        investor should carefully consider the risks and uncertainties described
        below
        before purchasing any shares of our common stock. The risks described below
        are
        those we currently believe may materially affect us.
 
 **Risks
        Related to our Business:**
 
 **We
        have a limited operating history upon which an evaluation of our prospects
        can
        be made.**
 
 We
        were
        incorporated in July 2001 and have been unable to begin revenue producing
        operations. Our lack of operating history makes an evaluation of our business
        and prospects very difficult. Our prospects must be considered speculative,
        considering the risks, expenses, and difficulties frequently encountered
        in the
        establishment of a new business. We cannot be certain that our business will
        be
        successful or that we will generate significant revenues.
 
 **During
        the past year, our operations have been limited to attempting to close the
        proposed merger with MMC. If we are unable to conclude the transaction, then
        we
        may not be able to continue operations.**
 
 On
        April
        13, 2006, we executed a definitive agreement to merge with MMC. Since that
        time,
        we have not conducted 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 complete the merger with MMC, we may look for another merger or
        acquisition target. We cannot guaranty that we will merge with MMC or any
        other
        third party, or enter into any similar transaction, or that in the event
        that we
        acquire another entity, this acquisition will increase the value of our common
        stock.
 
 **We
        have incurred a net loss since inception and expect to incur net losses for
        the
        foreseeable future.**
 
 As
        of
        December 31, 2006, our net losses since inception were approximately $432,928.
        We have not generated any revenues to date. We expect to incur significant
        operating and capital expenditures and, as a result, we expect significant
net
        losses in the future. We will need to generate significant revenues to achieve
        and maintain profitability. We may not be able to generate sufficient revenues
        to achieve profitable operations.
  3
  **Our
        future success is highly dependent on the ability of management to locate
        and
        attract a suitable acquisition.**
 
 The
        nature of our operations is highly speculative and there is a consequent
        risk of
        loss of your investment. The success of our plan of operation will depend
        to a
        great extent on the operations, financial condition and management of the
        MMC.
        We cannot assure you that we will be successful in completing the merger
        with
        MMC. In the event we complete the merger with MMC, the success of our operations
        may be dependent upon management of MMC and numerous other factors beyond
        our
        control.
 
 **We
        anticipate that we will need to raise additional capital to continue operations.
        Our failure to raise additional capital will significantly affect our ability
        to
        continue operations.**
 
 To
        conclude an acquisition of the type described herein and to continue operations
        until that time, we will be required to raise additional funds. We do not
        know
        if we will be able to acquire additional financing. Our failure to obtain
        additional funds would significantly limit or eliminate our ability to continue
        current activities.
 
 **W** **e
        depend on the efforts and abilities of our officer and director to close
        the
        merger with MMC and manage our operations.**
 
 We
        do not
        have an employment agreement with our sole officer and director. Our ability
        to **** close
        the
        merger with MMC will depend on the continued services of David Choi, our
        sole
        officer and director. The loss of services provided by David Choi would be
        particularly detrimental to us because, among other things, he is our sole
        officer and director.
  **Our
        auditors have questioned our ability to continue operations as a “going
        concern.” Investors may lose all of their investment if we are unable to
        continue operations.**
  We
        hope
        to obtain conclude the acquisition of MMC as discussed herein, but there
        is no
        guarantee that the transaction will be concluded. In the absence of any
        revenue-generating activities, we may seek to raise additional funds to meet
        our
        working capital needs principally through the additional sales of our
        securities. However, we cannot guaranty that we will be able to obtain
        sufficient additional funds when needed, or that such funds, if available,
        will
        be obtainable on terms satisfactory to us. As a result, our auditors believe
        that substantial doubt exists about our ability to continue operations.
  **Our
        sole officer and director is engaged in other activities. Therefore, our
        sole
        officer and director may not devote sufficient time to our
        affairs.**
  Our
        sole
        officer and director has obligations to another employer, therefore, our
        sole
        officer and director currently does not devote all of his time to our
        operations. We cannot guaranty that any of our key personnel will be able
        to
        devote sufficient amounts of their business time to enable us to close the
        merger with MMC. If our sole officer and director does not devote a sufficient
        amount of his business time to the management of our business, then we may
        be
        able to complete the merger with MMC.
 
 **The
        costs to meet our reporting requirements as a public company subject to the
        Exchange Act of ’34 are substantial and may result in us having insufficient
        funds to operate our business.**
 
 We
        will
        incur ongoing expenses associated with professional fees for accounting and
        legal expenses associated with being a public company. Those fees will be
        higher
        if our business volume and activity increases. Those obligations will reduce
        our
        ability to fund our operations and may prevent us from meeting our normal
        business obligations.
 
 **Risks
        related to owning our common stock:**
  4
  **Our
        Articles of Incorporation contain provisions which are designed to discourage
        or
        prevent a change in our control and such provisions may have the affect the
        value of our shares of common stock.**
 
 Our
        Articles of Incorporation have certain provisions which may make it more
        difficult for a merger or takeover to occur. Specifically, our Articles of
        Incorporation provide for a staggered board of directors, which means that
        our
        board of directors will be divided into three classes, as nearly equal in
        numbers as the then total number of directors constituting the entire board
        of
        directors permits, with the term of office of one class expiring each year.
        Such
        a provision is intended to discourage or prevent a takeover of the company.
        A
        staggered board makes it more difficult to take control of our board of
        directors all at once as terms expire at different times. Article Thirteenth
        of
        our Articles of Incorporation requires the affirmative vote of at least 2/3
        of
        our common stock entitled to vote in order to approve certain "take-over"
        type
        transactions such as a business combination, which includes, but is not limited
        to, a merger or sale of substantially all or all of the company's assets.
        The
        purpose of the provision requiring the 2/3 vote is to prevent the merger
        of the
        company into another entity and a resultant change in control of the company
        unless at least 2/3 of the voting stock approves such a transaction. The
        requirement of a 2/3 vote may discourage a merger candidate from attempting
        to
        consummate a merger with us. As a result, we may lose out on merger or
        acquisition opportunities which could have had the effect of increasing the
        value of our. These provisions may also discourage a future acquisition of
        the
        company in which stockholders might receive an attractive value for their
        shares
        or that a substantial number or even a majority of the stockholders might
        believe to be in the best interest of our stockholders. As a result,
        stockholders who desire to participate in such a transaction may not have
        the
        opportunity to do so. These provisions could also discourage bids for our
        shares
        at a premium, as well as serve to create a depressive effect on the market
        price
        of the shares. Any of these factors either together or individually could
        reduce
        the value of our shares.
  **We
        lack a public market for shares of our common stock, which may make it difficult
        for investors to sell their shares.**
  Although
        our common stock is eligible for quotation on the OTC Bulletin Board, no
        shares
        have traded since we became eligible. We cannot guaranty that an active public
        market will develop or be sustained. Therefore, investors may not be able
        to
        find purchasers for their shares of our common stock. Should there develop
        a
        significant market for our shares, the market price for those shares may
        be
        significantly affected by such factors as our financial results and introduction
        of new products and services.
  **Our
        common stock may be subject to penny stock regulations which may make it
        difficult for investors to sell their stock.**
  The
        Securities and Exchange Commission has adopted rules that regulate broker-dealer
        practices in connection with transactions in “penny stocks”. Penny stocks
        generally are equity securities with a price of less than $5.00 (other than
        securities registered on certain national securities exchanges or quoted
        on the
        NASDAQ system, provided that current price and volume information with respect
        to transactions in such securities is provided by the exchange or system).
        The
        penny stock rules require a broker-dealer, prior to a transaction in a penny
        stock not otherwise exempt from those rules, deliver a standardized risk
        disclosure document prepared by the Commission, which specifies information
        about penny stocks and the nature and significance of risks of the penny
        stock
        market. The broker-dealer also must provide the customer with bid and offer
        quotations for the penny stock, the compensation of the broker-dealer and
        salesperson in the transaction, and monthly account statements indicating
        the
        market 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 penny stock
        not
        otherwise exempt from those rules, the broker-dealer must make a special
        written
        determination that the penny stock is a suitable investment for the purchaser
        and receive the purchaser's written agreement to the transaction. These
        disclosure requirements may have the effect of reducing the trading activity
        in
        the secondary market for a stock that becomes subject to the penny stock
        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.**
  **Property
          held by us.** As
          of the
          date specified in the following table, we held the following
          property:
  **Property**
                **December
                    31, 2005**
                **December
                    31, 2006**Cash
                    and cash equivalents
                $700
                $2,853Property
                    and equipment, net
                $688
                $0
 5
 
 **Our
        Facilities.** Our
        executive, administrative and operating offices are approximately 300 square
        feet and are located at1495
        Belleau Road, Glendale, California 91206.
        We
        believe that our current offices are sufficient to meet our current and future
        needs.
 **Item
        3. Legal Proceedings.**
 
 There
        are
        no legal actions pending 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.**
 
 **Market
        Information.** In
        April 2004, our common stock became eligible for quotation on the
        Over-the-Counter Bulletin Board under the symbol "FLTG". As of March 28,
        2007,
        no shares of our common stock have traded.
 
 **Reports
        to Security Holders.** We
        are a
        reporting company with the Securities and Exchange Commission, or SEC. The
        public may read and copy any materials filed with the SEC at the SEC’s Public
        Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. The public
        may
        also obtain information on the operation of the Public Reference Room by
        calling
        the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains
        reports, proxy and information statements, and other information regarding
        issuers that file electronically with the SEC. The address of that site is
        http://www.sec.gov.
 
 We
        are
        authorized to issue 50,000,000 shares of $.001 par value common stock and
        5,000,000 shares of $.001 par value preferred stock. We have 2,873,000 shares
        of
        our common stock issued and outstanding as of December 31, 2006.
 
 The
        approximate number of holders of record of shares of our common stock is
        15.
        There are no outstanding options or warrants to purchase, or securities
        convertible into, shares of our common stock. There are 67,460 shares that
        can
        be sold pursuant to Rule 144 promulgated pursuant to the Securities Act of
        1933.
 
 Rule
        144
        provides, among other things, that persons holding restricted securities
        for a
        period of one year may each sell, assuming all of the conditions of Rule
        144 are
        satisfied, in brokerage transactions every three months an amount of restricted
        securities equal to one percent of our outstanding shares of common stock,
        or
        the average weekly reported volume of trading during the four calendar weeks
        preceding the filing of a notice of proposed sale, which ever is more. Rule
        144
        also provides that, after holding such securities for a period of two years,
        a
        nonaffiliate of the company may sell those securities without restriction,
        other
        than the requirement that we are current with respect to our information
        reporting requirements. There are no outstanding options or warrants to
        purchase, or securities convertible into, shares of our common stock.
 
 **Dividends.** There
        have been no cash dividends declared on our common stock. Dividends are declared
        at the sole discretion of our Board of Directors. Each shareholder of our
        common
        stock is entitled to a pro rata share of cash distributions made to
        shareholders, including dividend payments. The holders of our common stock
        are
        entitled to one vote for each share of record on all matters to be voted
        on by
        shareholders. There is no cumulative voting with respect to the election
        of our
        directors or any other matter. Therefore, the holders of more than 50% of
        the
        shares voted for the election of those directors can elect all of the directors.
        The holders of our common stock are entitled to receive dividends when, as
        and
        if declared by our Board of Directors from funds legally available therefore.
        Cash dividends are at the sole discretion of our Board of Directors. In the
        event of our liquidation, dissolution or winding up, the holders
        of
  6
  common
        stock are entitled to share ratably in all assets remaining available for
        distribution to them after payment of our liabilities and after provision
        has
        been made for each class of stock, if any, having any preference in relation
        to
        our common stock. Holders of shares of our common stock have no conversion,
        preemptive or other subscription rights, and there are no redemption provisions
        applicable to our common stock.
 
 **Equity
        Compensation Plans.** We have
        no securities authorized for issuance under any equity compensation
        plans.
 
 **Recent
        Sales of Unregistered Securities.** We
        did
        not sell any equity securities within the last three (3) years that were
        not
        registered under the Securities Act.
  **Use
        of Proceeds of Registered Securities.** There
        were no sales or proceeds during the calendar year ended December
        31, 2006,
        for the sale of registered securities.
 
 **Penny
        Stock Regulation.** Shares
        of our common stock are subject to rules adopted by the Securities and Exchange
        Commission that regulate broker-dealer practices in connection with transactions
        in “penny stocks”. Penny stocks are generally equity securities with a price of
        less than $5.00 (other than securities registered on certain national securities
        exchanges or quoted on the Nasdaq system, provided that current price and
        volume
        information with respect to transactions in those securities is provided
        by the
        exchange or system). The penny stock rules require a broker-dealer, prior
        to a
        transaction in a penny stock not otherwise exempt from those rules, deliver
        a
        standardized risk disclosure document prepared by the 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 any transaction in penny stock, the broker-dealer also must provide
        the customer the 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 stock rules require that prior to a transaction in a
        penny
        stock not otherwise exempt from those rules, the broker-dealer must make
        a
        special written determination that the penny stock is a suitable investment
        for
        the purchaser and receive the purchaser’s written acknowledgment of the receipt
        of a risk disclosure statement, a written agreement to transactions involving
        penny stocks, and a signed and dated copy of a written suitably statement.
        These
        disclosure requirements may have the effect of reducing the trading activity
        in
        the 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 shares
        because our common stock will probably be subject to the penny stock
        rules.
 
 **Item
        6. Management’s Discussion and Analysis of Financial Condition or Plan of
        Operation.**
 
 **This
        following information specifies certain forward-looking statements of management
        of the company. Forward-looking statements are statements that estimate the
        happening of future events and are not based on historical fact. Forward-looking
        statements may be identified by 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. The
        forward-looking statements specified in the following information have been
        compiled by our management on the basis of assumptions made by management
        and
        considered by management to be reasonable. Our future operating results,
        however, are impossible to predict and no representation, guaranty, or warranty
        is to be inferred from those forward-looking statements.****
  7
  **The
        assumptions used for purposes of the forward-looking statements specified
        in the
        following information represent estimates of future events and are subject
        to
        uncertainty as to possible changes in economic, legislative, industry, and
        other
        circumstances. As a result, the identification and interpretation of data
        and
        other information and their use in developing and selecting assumptions from
        and
        among reasonable alternatives require the exercise of judgment. To the extent
        that the assumed events do not occur, the outcome may vary substantially
        from
        anticipated or projected results, and, accordingly, no opinion is expressed
        on
        the achievability of those forward-looking statements. We cannot guaranty
        that
        any of the assumptions relating to the forward-looking statements specified
        in
        the following information are accurate, and we assume no obligation to update
        any such forward-looking statements.**
 
 **Critical
        Accounting Policy and Estimates.** Our
        Management's Discussion and Analysis of Financial Condition and Results of
        Operations section discusses our consolidated financial statements, which
        have
        been prepared in accordance with accounting principles generally accepted
        in the
        United States of America. The preparation of these financial statements requires
        management to make estimates and assumptions that affect the reported amounts
        of
        assets and liabilities at the date of the financial statements and the reported
        amounts of revenues and expenses during the reporting period. On an on-going
        basis, management evaluates its estimates and judgments, including those
        related
        to revenue recognition, accrued expenses, financing operations, and
        contingencies and litigation. Management bases its estimates and judgments
        on
        historical experience and on various other factors that are believed to be
        reasonable under the circumstances, the results of which form the basis for
        making judgments about the carrying value of assets and liabilities that
        are not
        readily apparent from other sources. Actual results may differ from these
        estimates under different assumptions or conditions. The most significant
        accounting estimates inherent in the preparation of our financial statements
        include estimates as to the appropriate carrying value of certain assets
        and
        liabilities which are not readily apparent from other sources. These accounting
        policies are described at relevant sections in this discussion and analysis
        and
        in the notes to the financial statements included in our Annual Report on
        Form
        10-KSB for the fiscal year ended December 31, 2006.
 
 During
        the past year, our business strategy has been to complete the merger with
        Matinee Media Corporation, a Texas corporation (“MMC”). On April 13, 2006, we
        executed a definitive agreement to merge with MMC. MMC’s principal source of
        revenue will be from the purchase, development and resale of direct and indirect
        interests in the rights to construct FM radio broadcast facilities, or
        construction permits, granted by the Federal Communications Commission. The
        definitive merger agreement contemplates 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 will change our name to Matinee Media Corporation. Other material
        terms of the agreement require MMC to have closed funding with gross proceeds
        of
        not less 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 by certain of our officers and directors. After giving effect to the
        merger, our stockholders would own approximately 8% of the surviving entity.
 
 On
        December 18, 2006, we executed the first amendment to the definitive merger
        agreement with MMC. The terms of the amendment account for the proposed merger
        of MMC with US Farm and Ranch Supply Company, Inc. (“USFR”), which was expected
        to close prior to the merger between us and MMC. The amendment also provided
        that the merger with MMC would close on or before June 1, 2007. As of March
        28,
        2007, USFR has terminated the merger agreement with MMC. We hope to close
        the
        merger with MMC on or before June 1, 2007. We
        cannot
        assure you that the merger with MMC will be consummated, or that it will
        be
        consummated on or before June 1, 2007.
  If
        we do
        not complete the merger transaction discussed herein, we will look for another
        merger or acquisition target. We cannot guaranty that we will merge with
        MMC or
        any other third party, or enter into any similar transaction, or that in
        the
        event that we acquire another entity, this acquisition will increase the
        value
        of our common stock.
  8
  **For
        the Years Ended December 31, 2006 and 2005:**
 
 **Results
        of Operations.**
 
 **Revenue.** For the
        years ended December 31, 2006 and 2005, and from our inception on July 10,
        2001
        through December 31, 2006, we have realized no revenues. We do not anticipate
        that we will generate any revenues as our business objective is to complete
        the
        merger with MMC.
 
 **Operating
        Expenses.** For the
        year ended December 31, 2006, our total operating expenses were $115,967.
        This
        amount was represented by $74,107 in legal and accounting expenses, $32,000
        in
        compensation expense, $4,380 in consulting expense and $5,480 in general
        and
        administrative expenses. This is in comparison to our operating expenses
        of
        $82,141 for the year ended December 31, 2005, which was represented by $20,396
        in legal and accounting expenses, $32,000 in compensation expense, $20,850
        in
        consulting expenses and $8,895 in general and administrative expenses. We
        anticipate that we will continue to incur significant general and administrative
        expenses related to our proposed merger with MMC. Our net loss for the period
        from our inception on July 10, 2001 through December 31, 2006 was $432,928.
 
 **Liquidity
        and Capital Resources.** Our
        total current assets were $2,853 as of December 31, 2006, which consisted
        solely
        of cash and equivalents. We believe that our available cash is not sufficient
        to
        pay our day-to-day expenditures and we will have to rely on advances and
        contributions from our principal shareholder to continue operating. During
        the
        first three months of 2007, our principal shareholder has loaned us $12,500
        to
        pay certain expenses. The loans are interest free and due on
        demand.
 
 Our
        current liabilities were $136,316 as of December 31, 2006, of which $92,366
        was
        represented by accounts payable, $1,600 in income taxes payable, and $42,350
        due
        to certain former officers and certain current shareholders. We had no other
        liabilities and no long term commitments or contingencies as of December
        31,
        2006.
 
 **Our
        Plan of Operation for the Next Twelve Months.** Our
        plan
        of operation for the next twelve months is to complete the proposed merger
        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 to construct FM radio
        broadcast facilities, or construction permits, granted by the Federal
        Communications Commission.
 
 On
        December 18, 2006, the merger agreement with MMC was amended to account for
        the
        proposed merger of MMC with USFR and extend the termination date to June
        1,
        2007. As of March 28, 2007, USFR has terminated the merger agreement with
        MMC
        and MMC was still in the process of completing the audit of its financial
        statements. It is anticipated that the merger between us and MMC will be
        concluded upon the completion of the audit. We hope to close the merger with
        MMC
        on or before June 1, 2007. We
        cannot
        assure you that the merger with MMC will be consummated, or that it will
        be
        consummated on or before June 1, 2007.
 
 We
        have
        cash of $2,853 as of December 31, 2006. In the opinion of management, available
        funds will not satisfy our working capital requirements for the next twelve
        months and we will have to rely on contributions and advances from our principal
        shareholder to continue operating. We believe that our principal shareholder
        will assist us in continuing to operate because he owns a significant percentage
        of our stock. Assuming
        we do not complete the transaction with MMC, w e
        believe
        that our monthly costs will remain consistent over the next twelve months
        because we do not intend to hire any more employees over the next twelve
        months.
        Other than anticipated monthly costs and the costs of our proposed merger
        with
        MMC, we are not aware of any other known trends, events or uncertainties,
        which
        may affect our future liquidity.
  Our
        forecast for the period for which our financial resources will be adequate
        to
        support our operations involves risks and uncertainties and actual results
        could
        fail as a result of a number of factors. We will need to raise additional
        capital to continue our operations. We intend to pursue capital through public
        or private financing as well as borrowings and other sources, such as our
        principal shareholder. We cannot guaranty that additional funding will be
        available on favorable terms, if at all. If adequate funds are not available,
        then our ability to expand our operations may be significantly hindered.
        If
        adequate funds are not available, we believe that our principal shareholder
        will
        contribute funds
        to
        pay for our expenses to achieve our objectives over the next twelve months.
        However, our principal shareholder is not committed to contribute funds to
        pay
        for our expenses.
  9
  We
        are
        not currently conducting any research and development activities. We do not
        anticipate conducting such activities in the near future.
 
 We
        do not
        anticipate that we will purchase or sell any significant equipment. We will
        not
        hire additional employees or independent contractors other than professionals
        related to our proposed merger with MMC.
 
 Because
        we have limited operations and assets, we may be considered a shell company
        as
        defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly,
        we
        have checked the box on the cover page of this report that specifies we are
        a
        shell company. **
 
 **Off-Balance
        Sheet Arrangements.** There
        are
        no off balance sheet arrangements.
 
 **Item
        7. Financial Statements**
 
 The
        financial statements required 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
                  
                  Balance
                    Sheet as of December 31, 2006
                F-1
                  
                  F-2Statements
                    of Operations for the years ended December 31, 2006 and 2005,
                  and
                    the period July 10, 2001 (inception) through December 31,
                    2006
                F-3Statement
                    of Stockholders’ Equity (Deficit) for the period July 10, 2001
                  (inception)
                    through December 31, 2006
                F-4Statements
                    of Cash Flows for the years ended December 31, 2006 and 2005,
                  and
                    the period July 10, 2001 (inception) through December 31,
                    2006
                F-5Notes
                    to Financial Statements
                F-7
 10
  **REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 To
          the
          Board of Directors and Stockholders of
 Filtering
          Associates, Inc.
 
 We
          have
          audited the accompanying balance sheet of Filtering Associates, Inc. (a
          development stage company) as of December 31, 2006 and the related statements
          of
          operations, changes in stockholders’ equity (deficit), and cash flows for the
          two years then ended and for the period July 10, 2001 (inception) through
          December 31, 2006. These financial statements are the responsibility of
          the
          Company’s management. Our responsibility is to express an opinion on these
          financial statements based on our audit.
 
 We
          conducted our audit in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          financial
          statements are free of material misstatement. The Company is not required
          to
          have, nor were we engaged to perform, an audit of its internal control
          over
          financial reporting. Our audit included consideration of internal control
          over
          financial reporting as a basis for designing audit procedures that are
          appropriate in the circumstances, but not for the purpose of expressing
          an
          opinion on the effectiveness of the Company’s internal control over financial
          reporting. Accordingly, we express no such opinion. An audit also includes
          examining, on a test basis, evidence supporting the amounts and disclosures
          in
          the financial statements, assessing the accounting principles used and
          significant estimates made by management, as well as evaluating the overall
          financial statement presentation. We believe that our audit provides a
          reasonable basis for our opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of Filtering Associates, Inc.
          as of
          December 31, 2005, and the results of its operations and its cash flows
          for the
          two years then ended and and for the period July 10, 2001 (inception) through
          December 31, 2005 in conformity with accounting principles generally accepted
          in
          the United States of America.
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As shown in the financial statements,
          the
          Company has negative working capital and incurred significant losses for
          the
          years ended December 31, 2006 and 2005 and has an accumulated deficit of
          $432,928 as of December 31, 2006. As discussed in Note 1, these conditions
          raise
          substantial doubt about the Company’s ability to continue as a going concern.
          The financial statements do not include any adjustments that might result
          from
          the outcome of this uncertainty.
 
  Jonathon
          P. Reuben, C.P.A.
 An
          Accountancy Corporation
 Torrance,
          California
 March
          27,
          2007
  F-1
  **FILTERING
          ASSOCIATES, INC.**
 **(A
          Development Stage Company)**
 **BALANCE
          SHEET**
  **December
                    31,****2006****Assets**
 **Current
                  assets**Cash
                    and cash equivalents
                
                $
                2,853**Total
                    current assets**
                
                
                2,853**Property
                    & equipment**,
                    net
                
                
                -**Total
                    assets**
                
                $
                2,853**Liabilities
                    and Stockholders' Equity (Deficit)****Current
                    liabilities**Accounts
                    payable
                
                $
                92,366Income
                    taxes payable
                
                
                1,600Due
                    to related parties
                
                
                42,350**Total
                    current liabilities**
                
                
                136,316**Stockholders'
                    equity (deficit)**Preferred
                    stock, $.001 par value; authorized
                
                
                -5,000,000
                    shares; no shares issued or outstandingCommon
                    stock, $.001 par value; authorized
                
                
                -50,000,000
                    shares; issued and outstanding2,873,000
                    shares as of December 31, 2006
                
                
                2,873Additional
                    paid-in capital
                
                
                296,592Deficit
                    accumulated during the development stage
                
                
                (432,928
                )**Total
                    stockholders' (deficit)**
                
                
                (133,463
                )**Total
                    liabilities and stockholders' (deficit)**
                
                $
                2,853
   **The
          accompanying notes are an integral part of these financial
          statements.**
  F-2
 **FILTERING
          ASSOCIATES, INC.**
 **(A
          Development Stage Company)**
 **STATEMENTS
          OF OPERATIONS**
  **Period
                    July****10,
                    2001****(Inception)****Years
                    Ended**
                
                **Through****December
                    31,**
                
                **December
                    31,****2006**
                
                **2005**
                
                **2006****Revenues**
                
                $
                -
                
                $
                -
                
                $
                -**Expenses**Legal
                    and accounting
                
                
                74,107
                
                
                20,396
                
                
                155,493Compensation
                
                
                32,000
                
                
                32,000
                
                
                165,870Consulting
                
                
                4,380
                
                
                20,850
                
                
                77,528General
                    and administrative
                
                
                5,480
                
                
                8,895
                
                
                45,037**Total
                    Expenses**
                
                
                115,967
                
                
                82,141
                
                
                443,928**Other
                    income (expense)**Forgiveness
                    of debt
                
                
                -
                
                
                15,000
                
                
                15,000**Loss
                    before provision for income taxes**
                
                
                (115,967
                )
                
                (67,141
                )
                
                (428,928
                )**Provision
                    for income taxes**
                
                
                800
                
                
                800
                
                
                4,000**Net
                    income (loss)**
                
                $
                (116,767
                )
                $
                (67,941
                )
                $
                (432,928
                )**Per
                    share data**Basic
                    and diluted loss per share
                
                $
                (0.04
                )
                $
                (0.02
                )
                $
                -Weighted
                    average commonshares
                    outstanding
                
                
                2,873,000
                
                
                2,873,000
                
                
                -
   **The
          accompanying notes are an integral part of these financial
          statements.**
 F-3
  **FILTERING
          ASSOCIATES, INC.**
 **(A
            Development Stage Company)**
 **STATEMENT
          OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)**
 **PERIOD
          JULY 10, 2001 (INCEPTION) THOUGH DECEMBER 31, 2006**
  **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
                
                
                -
                
                
                10,000Additional
                    paid-in capital (in exchangefor
                    rent and compensation)
                
                
                -
                
                
                -
                
                
                11,983
                
                
                -
                
                
                11,983Net
                    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 ofissuance
                    costs of $14,928, November 2002
                
                
                893,000
                
                
                893
                
                
                28,829
                
                
                -
                
                
                29,722Additional
                    paid-in capital (in exchangefor
                    rent and compensation)
                
                
                -
                
                
                -
                
                
                32,070
                
                
                -
                
                
                32,070Additional
                    paid-in capital (contributedby
                    a stockholder)
                
                
                -
                
                
                -
                
                
                13,290
                
                
                
                
                
                13,290Net
                    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
                
                
                -
                
                
                35,000Issuance
                    of common stock, September 2003
                
                
                280,000
                
                
                280
                
                
                27,720
                
                
                -
                
                
                28,000Additional
                    paid-in capital (in exchangefor
                    rent and compensation)
                
                
                -
                
                
                -
                
                
                36,200
                
                
                -
                
                
                36,200Additional
                    paid-in capital (contributedby
                    a stockholder)
                
                
                -
                
                
                -
                
                
                1,800
                
                
                -
                
                
                1,800Net
                    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
                
                
                -
                
                
                -
                
                
                29,800
                
                
                -
                
                
                29,800for
                    rent and compensation)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
                
                
                -
                
                
                -
                
                
                35,400
                
                
                -
                
                
                35,400for
                    rent and compensation)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
                
                
                -
                
                
                -
                
                
                36,200
                
                
                -
                
                
                36,200for
                    rent and compensation)Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                (116,767
                )
                
                (116,767
                )**Balance,
                    December 31, 2006**
                
                
                **2,873,000**
                
                $
                2,873
                
                $
                296,592
                
                $
                (432,928
                )
                $
                (133,463
                )
  **The
          accompanying notes are an integral part of these financial
          statements.**
  F-4
  **FILTERING
            ASSOCIATES, INC.**
 **(A
            Development Stage Company)**
 **STATEMENTS
            OF CASH FLOWS**
  **Period
                        July****10,
                        2001****(Inception)****Years
                        Ended**
                    
                    **Through****December
                        31,**
                    
                    **December
                        31,****2006**
                    
                    **2005**
                    
                    **2006****Cash
                        flows from operating activities**Net
                        loss
                    
                    $
                    (116,767
                    )
                    $
                    (67,941
                    )
                    $
                    (432,928
                    )Adjustments
                        to reconcile net loss to net cashused
                        in operating activities:Contrbuted
                        rent
                    
                    
                    4,200
                    
                    
                    4,200
                    
                    
                    22,983Contributed
                        compensation
                    
                    
                    32,000
                    
                    
                    31,200
                    
                    
                    158,670Forgiveness
                        of debt
                    
                    
                    -
                    
                    
                    15,000
                    
                    
                    -Depreciation
                        expense
                    
                    
                    688
                    
                    
                    4,493
                    
                    
                    15,678(Increase)
                        decrease in assetsDecrease
                        in deposit
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -Increase
                        (decrease) in liabilitiesIncrease
                        in accounts payable
                    
                    
                    59,722
                    
                    
                    (9,615
                    )
                    
                    92,366Increase
                        in income tax payable
                    
                    
                    800
                    
                    
                    -
                    
                    
                    1,600Increase
                        in due to related parties
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,060**Net
                        cash used in operating activities**
                    
                    
                    (19,357
                    )
                    
                    (22,663
                    )
                    
                    (140,571
                    )**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 officer loans
                    
                    
                    21,510
                    
                    
                    19,780
                    
                    
                    41,290Proceeds
                        from issuance of common stock
                    
                    
                    -
                    
                    
                    -
                    
                    
                    117,650Issuance
                        costs
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (14,928
                    )Additional
                        paid-in capital contributed by stockholder
                    
                    
                    -
                    
                    
                    -
                    
                    
                    15,090**Net
                        cash provided by financing activities**
                    
                    
                    21,510
                    
                    
                    19,780
                    
                    
                    159,102**Net
                        increase (decrease) in cash and cash equivalents**
                    
                    
                    2,153
                    
                    
                    (2,883
                    )
                    
                    2,853**Cash
                        and cash equivalents**,
                        beginning of period
                    
                    
                    700
                    
                    
                    3,583
                    
                    
                    -**Cash
                        and cash equivalents**,
                        end of period
                    
                    $
                    2,853
                    
                    $
                    700
                    
                    $
                    2,853
 **The
            accompanying notes are an integral part of 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,****2006**
                
                **2005**
                
                **2006****Supplemental
                    Disclosures of Cash Flow Information****Cash
                    paid for:**Interest
                    Expense
                
                $
                -
                
                $
                -
                
                $
                -Income
                    Taxes
                
                $
                -
                
                $
                800
                
                $
                3,200
   **The
          accompanying notes are an integral part of these financial
          statements.**
 F-6
  **FILTERING
          ASSOCIATES, INC.**
 **(A
          Development Stage Company)**
 
 **NOTES
          TO FINANCIAL STATEMENTS**
 
 **DECEMBER
          31, 2006**
 
  **NOTE
          1 - COMPANY OPERATIONS**
 
 Filtering
          Associates, Inc. (the “Company”) was incorporated in the state of Nevada on July
          10, 2001. The Company is currently a development stage company under the
          provisions of the Financial Accounting Standards Board (“FASB”) Statement of
          Financial Accounting Standards (“SFAS”) No. 7. The Company is in the process of
          developing a marketing plan to initiate the distribution of computer peripheral
          devices. The Company currently has not generated any revenues from its
          distribution operations.
 
 **Going
          Concern** - The
          Company has experienced net losses since its inception and had an accumulated
          deficit of $432,928 at December 31, 2006. Such losses are attributable
          to cash
          and non-cash losses resulting from costs incurred in the development of
          the
          Company’s services and infrastructure. The Company expects operating losses to
          continue in the foreseeable future as it continues to develop and promote
          its
          products and services.
 
 We
          anticipate that the Company will merge with Matinee Media Corporation pursuant
          to the terms of the Agreement and Plan of Merger which was executed on
          April 13,
          2006. the completion of the Merger is contingent upon Matinee completing
          its
          audit of its financial statements.
 
 If
          the
          above merger fails, Management will continue its attempt to seek a suitable
          Company to acquire or merge with and to raise additional equity and debt
          financing to sustain its current operations. The successful outcome of
          future
          activities cannot be determined at this time due to the current market
          conditions, and there are no assurances that if achieved, the Company will
          have
          sufficient funds to execute its intended business plan or generate positive
          operating results.
 
 The
          accompanying financial statements do not include any adjustments related
          to the
          recoverability and classification of assets or the amounts and classification
          of
          liabilities that might be necessary should the Company be unable 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.
 
 F-7
 **FILTERING
            ASSOCIATES, INC.**
 **(A
            Development Stage Company)**
 
 **NOTES
            TO FINANCIAL STATEMENTS**
 
 **DECEMBER
            31, 2006**
 
  **NOTE
          2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **Cash
          and Cash Equivalents** - For
          purposes of the balance sheets and statements of cash flows, the Company
          considers all highly liquid debt instruments purchased with a maturity
          of three
          (3) months or less to be cash equivalents.
 
 **Accounting
          Estimates** - The
          preparation of financial statements in conformity with accounting principles
          generally accepted in the United States of America requires management
          to make
          estimates and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of
          the financial statements and the reported amounts of revenues and expenses
          during the reporting period. Actual results could differ from those
          estimates.
 
 **Property
          and Equipment** -
          Property and equipment are stated at cost. Depreciation is computed using
          the
          straight-line method over the estimated useful lives of the assets which
          are
          three years for computer equipment. Repairs and maintenance to property
          and
          equipment are expensed as incurred. When property and equipment is retired
          or
          disposed of, the related costs and accumulated depreciation are eliminated
          from
          the accounts and any gain or loss on such disposition is reflected in
          income.
 
 **Long-Lived
          Assets** - The
          Company accounts for 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-lived assets be reviewed for impairment whenever
          events
          or changes in circumstances indicate that the historical cost carrying
          value of
          an asset may no longer be appropriate. The Company assesses recoverability
          of
          the carrying value of an asset by estimating the future net cash flows
          expected
          to result from the asset, including eventual disposition. If the future
          net cash
          flows are less than the carrying value of the asset, an impairment loss
          is
          recorded equal to the difference between the asset’s carrying value and the fair
          value or disposable value. As of December 31, 2006, the Company does not
          believe
          there has been any impairment of its long-lived assets.
 
 **Income
          Taxes** - The
          Company accounts for income taxes in accordance with the provisions of
          Statement
          of Financial Accounting Standards No. 109, “ *Accounting
          for Income Taxes”* (SFAS
          109), which requires the recognition of deferred tax assets and liabilities
          for
          the expected future tax consequences of events that have been included
          in the
          financial statements or tax returns. Under this method, deferred tax assets
          and
          liabilities are determined based on the difference between the financial
          statement and the tax basis of assets and liabilities using enacted rates
          in
          effect for the periods in which the differences are expected to be recovered
          or
          settled. The effect on deferred tax assets and liabilities of a change
          in tax
          rates is recognized in income in the period that includes the enactment
          date.
          Valuation allowances are established when necessary to reduce deferred
          tax
          assets to the amount expected to be realized.
 
 **Fair
          Value of Financial Instruments** - SFAS
          No. 107, “ *Disclosure
          about Fair Value of Financial Instruments”* requires
          entities to disclose the fair value of financial instruments, both assets
          and
          liabilities recognized and not recognized on the balance sheet, for which
          it is
          practicable to estimate fair value. SFAS No. 107 defines fair value of
          a
          financial instrument as the amount at which the instrument could be exchanged
          in
          a current transaction between willing parties. As of December 31, 2006,
          the
          carrying value of cash and cash equivalents approximated fair value due
          to the
          short-term nature of such instruments.
 F-8
  **FILTERING
            ASSOCIATES, INC.**
 **(A
            Development Stage Company)**
 
 **NOTES
            TO FINANCIAL STATEMENTS**
 
 **DECEMBER
            31, 2006**
 **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, 2006 and 2005, there were no outstanding 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**
 
 FASB
          Interpretation No. 47 - In
          March 2005, the FASB issued FASB Interpretation No. 47, *Accounting
          for Conditional Asset Retirement Obligations* (FIN
          47). This Interpretation clarifies that the term *conditional asset retirement obligation* as used
          in FASB Statement No. 143, *Accounting for Asset Retirement Obligations,* refers
          to a legal obligation to perform an asset retirement activity in which
          the
          timing and (or) method of settlement are conditional on a future event
          that may
          or may not be within the control of the entity. The obligation to perform
          the
          asset retirement activity is unconditional even though uncertainty exists
          about
          the timing and (or) method of settlement. Thus, the timing and (or) method
          of
          settlement may be conditional on a future event. Accordingly, an entity
          is
          required to recognize a liability for the fair value of a conditional asset
          retirement obligation if the fair value of the liability can be reasonably
          estimated. The fair value of a liability for the conditional asset retirement
          obligation should be recognized when incurred—generally upon acquisition,
          construction, or development and (or) through the normal operation of the
          asset.
          Uncertainty about the timing and (or) method of settlement of a conditional
          asset retirement obligation should be factored into the measurement of
          the
          liability when sufficient information exists. Statement 143 acknowledges
          that in
          some cases, sufficient information may not be available to reasonably estimate
          the fair value of an asset retirement obligation. This Interpretation also
          clarifies when an entity would have sufficient information to reasonably
          estimate the fair value of an asset retirement obligation.  FIN 47 is
          effective no later than the end of fiscal years ending after December 15,
          2005.
          Retrospective application for interim financial information is permitted
          but is
          not required. The Company has adopted FIN 47 for the year ended December
          31,
          2006, and the impact has not been significant to the Company’s operations or
          financial position.
 
 SFAS
          No. 154 - In May
          2005, the FASB issued SFAS No. 154, *Accounting
          Changes and Error Corrections* .
          This
          Statement replaces APB Opinion No. 20, *Accounting
          Changes,* and SFAS
          No. 3, *Reporting
          Accounting Changes in Interim Financial Statements,* and
          changes the requirements for the accounting for and reporting of a change
          in
          accounting principle. Opinion 20 previously required that most voluntary
          changes
          in accounting principle be recognized by including in net income of the
          period
          of the change the cumulative effect of changing to the new accounting principle.
          This Statement requires retrospective application to prior periods’ financial
          statements of changes in accounting principle, unless it is impracticable
          to
          determine either the period-specific effects or the cumulative effect of
          the
          change. The provisions in SFAS 154 are effective for
          accounting changes and corrections of errors made in fiscal years beginning
          after December 15, 2005. The Company has adopted SFAS 154 for the year
          ended
          December 31, 2006, and the impact has not been significant to the Company’s
          operations or financial position.
 
 F-9
 **FILTERING
            ASSOCIATES, INC.**
 **(A
            Development Stage Company)**
 
 **NOTES
            TO FINANCIAL STATEMENTS**
 
 **DECEMBER
            31, 2006**
 
 
 SFAS
          No. 155 - In
          February 2006, the FASB issued Statement No. 155, *Accounting
          for Certain Hybrid Financial Instruments - an amendment of FASB Statements
          No.
          133 and 140* **.** This
          Statement amends FASB Statements No. 133, *Accounting
          for Derivative Instruments and Hedging Activities,* and No.
          140, *Accounting
          for Transfers and Servicing of Financial Assets and Extinguishments of
          Liabilities.* This
          Statement resolves issues addressed in Statement 133 Implementation Issue
          No.
          D1, “Application of Statement 133 to Beneficial Interests in Securitized
          Financial Assets.” This Statement (a) permits fair value re-measurement for any
          hybrid financial instrument that contains an embedded derivative that otherwise
          would require bifurcation, (b) clarifies which interest-only strips and
          principal-only strips are not subject to the requirements of Statement
          133, (c)
          establishes a requirement to evaluate interests in securitized financial
          assets
          to identify interests that are freestanding derivatives or that are hybrid
          financial instruments that contain an embedded derivative requiring bifurcation,
          (d) clarifies that concentrations of credit risk in the form of subordination
          are not embedded derivatives, and (e) amends Statement 140 to eliminate
          the
          prohibition on a qualifying special-purpose entity from holding a derivative
          financial instrument that pertains to a beneficial interest other than
          another
          derivative financial instrument. This Statement is effective for all financial
          instruments acquired or issued after the beginning of an entity’s first fiscal
          year that begins after September 15, 2006. Earlier adoption is permitted
          as of
          the beginning of an entity’s fiscal year, provided the entity has not yet issued
          financial statements, including financial statements for any interim period
          for
          that fiscal year. Provisions of this Statement may be applied to instruments
          that an entity holds at the date of adoption on an instrument-by-instrument
          basis. The Company plans to adopt this statement on January 1, 2007, and
          does
          not believe that it will have a significant impact on its operations or
          financial position.
 
 SFAS
          No. 156 - In
          March 2006, the FASB issued Statement No. 156, *Accounting
          for Transfers and Servicing of Financial Assets and Extinguishments of
          Liabilities* ,
          with
          respect to the accounting for separately recognized servicing assets and
          servicing liabilities. This statement requires an entity to recognize a
          servicing asset or servicing liability each time it undertakes an obligation
          to
          service a financial asset by entering into a servicing contract in certain
          situations. An entity should adopt this statement as of the beginning of
          its
          first fiscal year that begins after September 15, 2006. The Company has
          evaluated the impact of the adoption of SFAS 156, and does not believe
          the
          impact will be significant to the Company's overall results of operations
          or
          financial position.
 
 FASB
          Interpretation No. 48 - In
          June
          2006, the FASB issued Interpretation No. 48, *Accounting
          for Uncertainty in Income Taxes* (FIN 48), which supplements SFAS No. 109, *Accounting
          for Income Taxes* ,
          by
          defining the confidence level that a tax position must meet in order to
          be
          recognized in the financial statements. The Interpretation requires that
          the tax
          effects of a position be recognized only if it is “more-likely-than-not” to be
          sustained based solely on its technical merits as of the reporting date.
          The
          more-likely-than-not threshold represents a positive assertion by management
          that a company is entitled to the economic benefits of a tax position.
          If a tax
          position is not considered more-likely-than-not to be sustained based solely
          on
          its technical merits, no benefits of the position are to be recognized. The
          Company has evaluated the impact of the adoption of FIN 48, and does not
          believe
          the impact will be significant to the Company's overall results of operations
          or
          financial position.
 
 F-10
  **FILTERING
            ASSOCIATES, INC.**
 **(A
            Development Stage Company)**
 
 **NOTES
            TO FINANCIAL STATEMENTS**
 
 **DECEMBER
            31, 2006**
 SFAS
          No. 157 - In
          September 2006, the FASB issued Statement 157, *Fair
          Value Measurements.* This
          Statement defines fair value, establishes a framework for measuring fair
          value
          in generally accepted accounting principles (GAAP), and expands disclosures
          about fair value measurements. This Statement applies under other accounting
          pronouncements that require or permit fair value measurements, the Board
          having
          previously concluded in those accounting pronouncements that fair value
          is the
          relevant measurement attribute. Accordingly, this Statement does not require
          any
          new fair value measurements. However, for some entities, the application
          of this
          Statement will change current practice. This Statement is effective for
          financial statements issued for fiscal years beginning after November 15,
          2007,
          and interim periods within those fiscal years. Earlier application is
          encouraged, provided that the reporting entity has not yet issued financial
          statements for that fiscal year, including financial statements for an
          interim
          period within that fiscal year. The Company has evaluated the impact of
          the
          adoption of SFAS 157, and does not believe the impact will be significant
          to the
          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 and Other Postretirement Plans—an
          amendment of FASB Statements No. 87, 88, 106, and 132(R)* .
          This
          Statement improves financial reporting by requiring an employer to recognize
          the
          overfunded or underfunded status of a defined benefit postretirement plan
          (other
          than a multiemployer plan) as an asset or liability in its statement of
          financial position and to recognize changes in that funded status in the
          year in
          which the changes occur through comprehensive income of a business entity
          or
          changes in unrestricted net assets of a not-for-profit organization. This
          Statement also improves financial reporting by requiring an employer to
          measure
          the funded status of a plan as of the date of its year-end statement of
          financial position, with limited exceptions. An employer with publicly
          traded
          equity securities is required to initially recognize the funded status
          of a
          defined benefit postretirement plan and to provide the required disclosures
          as
          of the end of the fiscal year ending after December 15, 2006. An employer
          without publicly traded equity securities is required to recognize the
          funded
          status of a defined benefit postretirement plan and to provide the required
          disclosures as of the end of the fiscal year ending after June 15, 2007.
          The
          Company has evaluated the impact of the adoption of SFAS 158, and does
          not
          believe the impact will be significant to the Company's overall results
          of
          operations or financial position.
 
 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 Misstatements when Quantifying Misstatements in Current Year
          Financial Statements.” The guidance in SAB No. 108 requires Companies
          to base their materiality evaluations on all relevant quantitative and
          qualitative factors. This involves quantifying the impact of correcting
          all
          misstatements, including both the carryover and reversing effects of prior
          year
          misstatements, on the current year 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 Financial Liabilities—Including an
          amendment of FASB Statement No. 115* **.** This
          Statement permits entities to choose to measure many financial instruments
          and
          certain other items at fair value. The objective is to improve financial
          reporting by providing entities with the opportunity to mitigate volatility
          in
          reported earnings caused by measuring related assets and liabilities differently
          without having to apply complex hedge accounting provisions. This Statement
          is
          expected to expand the use of fair value measurement, which is consistent
          with
          the Board’s long-term measurement objectives for accounting for financial
          instruments. This Statement applies to all entities, including not-for-profit
          organizations. Most of the provisions of this Statement apply only to entities
          that elect the fair value option.
 
 F-11
 **FILTERING
            ASSOCIATES, INC.**
 **(A
            Development Stage Company)**
 
 **NOTES
            TO FINANCIAL STATEMENTS**
 
 **DECEMBER
            31, 2006**
  However,
          the amendment to FASB Statement No. 115, *Accounting
          for Certain Investments in Debt and Equity Securities,* applies
          to all entities with available-for-sale and trading securities. Some
          requirements apply differently to entities that do not report net income.
          This
          Statement is effective as of the beginning of an entity’s first fiscal year that
          begins after November 15, 2007. Early adoption is permitted as of the beginning
          of a fiscal year that begins on or before November 15, 2007, provided the
          entity
          also elects to apply the provisions of FASB Statement No. 157, *Fair
          Value Measurements.* No
          entity
          is permitted to apply this Statement retrospectively to fiscal years preceding
          the effective date unless the entity chooses early adoption. The choice
          to adopt
          early should be made after issuance of this Statement but within 120 days
          of the
          beginning of the fiscal year of adoption, provided the entity has not yet
          issued
          financial statements, including required notes to those financial statements,
          for any interim period of the fiscal year of adoption. This
          Statement permits application to eligible items existing at the effective
          date
          (or early adoption date). The
          Company has evaluated the impact of the implementation of SFAS No. 159
          and does
          not believe the impact will be significant to the Company's overall results
          of
          operations or financial position.
  **NOTE
          3 - PROPERTY AND EQUIPMENT**
 
 Property
          and equipment consist of the following at December 31, 2006:
  Computer
                      equipment
                  
                  $
                  15,678Less:
                      accumulated depreciation
                  
                  
                  (15,678
                  )$
                  -
 **NOTE
          4 - INCOME TAXES**
 
 The
          Company accounts for income taxes under Statement of Financial Accounting
          Standards No. 109 (SFAS 109). This statement mandates the liability method
          of
          accounting for deferred income taxes and permits the recognition of deferred
          tax
          assets subject to an ongoing assessment of realizability.
 
 The
          components of the Company’s income tax provision for the years ended December
          31, 2006 and 2005 and the period from July 10, 2001 (inception) through
          December
          31, 2006 consist of:
 **Period****July
                      10, 2001****(Inception)****Year
                      Ended**
                  
                  **Through****December
                      31,**
                  
                  **December
                      31,****2006**
                  
                  **2005**
                  
                  **2006**Current
                      income tax expense
                  
                  $
                  ---
                  
                  $
                  ---
                  
                  $
                  ---Deferred
                    income tax
                    benefit from capitalization ofstart-up
                      costs for tax purposes
                  
                  
                  (43,400
                  )
                  
                  (12,700
                  )
                  
                  (111,700
                  )Change
                      in valuation allowance
                  
                  
                  43,400
                  
                  
                  12,700
                  
                  
                  111,700$
                  ---
                  
                  $
                  ---
                  
                  $
                  ---
 F-12
  **FILTERING
          ASSOCIATES, INC.**
 **(A
          Development Stage Company)**
 
 **NOTES
          TO FINANCIAL STATEMENTS**
 
 **DECEMBER
          31, 2006**
  Deferred
          income taxes are provided for timing differences in the recognition of
          certain
          income and expense items for tax and financial statement purposes. The
          tax
          effects of the temporary differences giving rise to the Company’s deferred tax
          assets and liabilities as of December 31, 2006 are as follows:
  Deferred
                      income tax assetsCapitalized
                      start-up costs for tax purposes
                  
                  $
                  111,700Less:
                      valuation allowance
                  
                  
                  (111,700
                  )$
                  ---
 A
          valuation allowance is provided when it is more likely than not that some
          portion or all of the deferred tax assets will not be realized. As a result
          of
          the uncertainties surrounding the realization of the capitalized start-up
          costs,
          management has determined that the realization of the deferred tax asset
          is
          questionable. Accordingly, the Company has recorded a valuation allowance
          equal
          to the net deferred tax asset amount.
  **NOTE
          5 - RELATED PARTY TRANSACTIONS**
 
 During
          the years ended December 31, 2006 and 2005, the Company utilized office
          space
          provided by the Company’s president (also a stockholder). The president has
          waived reimbursement of the allocated rent of $4,200 and $4,200 for the
          years
          ended December 31, 2006 and 2005, respectively, and has considered it as
          additional paid-in capital. The Company recorded total rent expense of
          $4,200
          and $4,200 for the years ended December 31, 2006 and 2005,
          respectively.
 
 As
          mentioned in Note 1, the Company is in its development stage. For the years
          ended December 31, 2006 and 2005, the officers of the Company devoted time
          to
          the development process of the Company. Compensation expense totaling $32,000
          and $32,000 has been recorded for the years ended December 31, 2006 and
          2005,
          respectively. For the year ended December 31, 2006, the officers have waived
          reimbursement and have considered the total expense as additional paid-in
          capital. Of the $32,000 charged to operations during the year ended December
          31,
          2005, $800 was paid to the Company’s treasurer. Payments for the remaining
          $31,200 were waived and considered donated capital.
 
 The
          Company has received advances from certain officers and shareholders. During
          the
          years ended December 31, 2006 and 2005 the Company received advances from
          these
          related parties totaling $21,510 and $19,780, respectively. These advances
          are
          non-interest bearing and are due on demand.
  **NOTE
          6 -**  **STOCKHOLDERS’
          DEFICIT**
 
 The
          Company is authorized to issue up to 50,000,000 shares of $0.001 par value
          common stock and 5,000,000 shares of $0.001 par value preferred stock.
          Each
          share of common stock shall entitle the holder to one vote, in person or
          by
          proxy, on any matter on which action of the stockholders of this corporation
          is
          sought. The holders of shares of preferred stock shall have no right to
          vote
          such shares, with certain exceptions as determined by the Board of Directors
          of
          this corporation or as otherwise provided by the Nevada General Corporation
          Law,
          as amended from time to time.
 
 F-13
 **FILTERING
            ASSOCIATES, INC.**
 **(A
            Development Stage Company)**
 
 **NOTES
            TO FINANCIAL STATEMENTS**
 
 **DECEMBER
            31, 2006**
 
 In
          July
          2001, the Company issued 1,000,000 shares of its common stock to its founder
          in
          exchange for reimbursement of organizational costs and related
          expenses.
 
 In
          November, 2002, the Company issued 893,000 shares of common stock for cash
          consideration of $44,650. The Company incurred issuance costs of $14,928
          in
          connection with this offering, leaving net proceeds of $29,722.
 
 In
          August, 2003 the Company issued 700,000 shares of common stock for cash
          consideration of $35,000.
 
 In
          September, 2003 the Company issued 280,000 shares of common stock for cash
          consideration of $28,000.
 
 **NOTE
          7 - FORGIVENESS OF DEBT**
 
 During
          the year ended December 31, 2005, the Company experienced a forgiveness
          of debt
          in the amount of $15,000 from an unrelated party.
 
 **NOTE
          8 - PROPOSED MERGER**
 
 On
          April
          13, 2006, the Company entered into an agreement to merge with Matinee Media
          Corporation, a Texas corporation (MMC) subject to certain terms and conditions.
          Under the merger agreement certain shareholders of the Company will cancel
          1,665,272 shares of their common stock in exchange for the Company distributing
          to them all the Company’s current existing business and related assets and
          liabilities. MMC will transfer its business into the Company. Once the
          merger
          takes effect, MMC shareholders will own no less than 92% of the outstanding
          common stock of the Company and the Company’s current shareholders owning no
          more than 8%. Material terms of the agreement require MMC to have closed
          funding
          with gross proceeds of not less 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 by certain of our officers and directors.
          We
          cannot assure you that the merger will be consummated.
 
 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 to
          construct FM radio broadcast facilities, or construction permits, granted
          by the
          Federal Communications Commission.
 
 As
          of
          December 31, 2006, MMC was still in the process of completing the audit
          of its
          financial statements. It is anticipated that the merger will be concluded
          upon
          the completion of the audit.
 F-14
  **Item
        8. Changes in and Disagreements with Accountants.**
 
 There
        have been no changes in or disagreements with our accountants since our
        formation required to be disclosed pursuant to Item 304 of Regulation S-B,
        except that on March 30, 2005, we changed auditors as 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, 2006, 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.
 11
 LIMITATIONS
        ON THE EFFECTIVENESS OF INTERNAL CONTROLS.
 
 Our
        management does not expect that our disclosure controls and procedures or
        our
        internal control over financial reporting necessarily prevent all fraud and
        material error. An internal control system, no matter how well conceived
        and
        operated, can provide only reasonable, not absolute, assurance that the
        objectives of the control system are met. Further, the design of a control
        system must reflect the fact that there are resource constraints, and the
        benefits of controls must be considered relative to their costs. Because
        of the
        inherent limitations in all control systems, no evaluation of controls can
        provide absolute assurance that all control issues and instances of fraud,
        if
        any, within us have been detected. These inherent limitations include the
        realities that judgments in decision-making can be faulty, and that breakdowns
        can occur because of simple error or mistake. The design of any system of
        controls also is based in part upon certain assumptions about the likelihood
        of
        future events, and there can be no assurance that any design will succeed
        in
        achieving its stated goals under all potential future conditions. Over time,
        control may become inadequate because of changes in conditions, or the degree
        of
        compliance with the policies or procedures may deteriorate.
 
 **Item
        8B. Other Information.**
 In
          March,
          2007, we moved our principal offices to address and telephone number from
          101 W. Avenida Gaviota, Suite A, San Clemente, California, 92672, (949)
          244-4608.  Our new address is 1495 Belleau Road, Glendale, California
          91206, and our new telephone number is (818)632-5853.
 **PART
        III**
 
 **Item
        9. Directors, Executive Officers, Promoters and Control Persons and Corporate
        Governance; Compliance with Section 16(a) of the Exchange
        Act.**
 
 **Executive
        Officers and Directors.**  Our
        officers and directors are elected by the stockholders for a term of one
        year
        and serves until his or her successor is elected and qualified. Our officers
        and
        directors are elected by the board of directors for a term of one year and
        serves until his or her successor is duly elected and qualified, or until
        he or
        she is removed from office. The board of directors has no nominating, audit
        or
        compensation committee.
 
 The
        following table sets forth information regarding our executive officer and
        directors.
 
 **Name**
              **Age**
              **Position**David
                  Y. Choi
              40
              President,
                  Secretary, Treasurer, Director
 
 **David
        Y. Choi.** Dr.
        Choi
        was appointed as our sole officer and director in December 2006. Dr. Choi
        has
        served as an assistant professor at Loyola Marymount University in Los Angeles,
        California, since 2003. Prior to that, and from 2001 to 2003, he served as
        Director of Strategy for Titan Corporation, and from 2000 to 2001, as a manager
        at Diamond Cluster International. In 1999, Dr. Choi was a fellow at the Harvard
        Business School. Dr. Choi holds a bachelor’s degree and a master’s degree in
        Industrial Engineering earned in 1989 and 1990, respectively, both from the
        University of California at Berkeley, and doctorate in management from
        University of California at Los Angeles, earned in 1997. Dr. Choi is not
        an
        officer or director of any other reporting company.
 
 There
        are
        no orders, judgments, or decrees of any governmental agency or administrator,
        or
        of any court of competent jurisdiction, revoking or suspending for cause
        any
        license, permit or other authority to engage in the securities business or
        in
        the sale of a particular security or temporarily or permanently restraining
        any
        of our officers or directors from engaging in or continuing any conduct,
        practice or employment in connection with the purchase or sale of securities,
        or
        convicting such person of any felony or misdemeanor involving a security,
        or any
        aspect of the securities business or of theft or of any felony. Nor are any
        of
        the officers or directors of any corporation or entity affiliated with us
        so
        enjoined.
 
 **Section
        16(a) Beneficial Ownership Reporting Compliance**.
        We
        believe that our officers, directors, and principal shareholders have filed
        all
        reports required to be filed on, respectively, a Form 3 (Initial
        Statement of Beneficial Ownership of Securities),
        a Form
        4 (Statement
        of Changes of Beneficial Ownership of Securities),
        or a
        Form 5 (Annual
        Statement of Beneficial Ownership of Securities).
  12
  **Code
        of Ethics.** We
        have
        not adopted a code of ethics that applies to our principal executive officer,
        principal financial officer, principal accounting officer or controller,
        or
        persons performing similar functions. We will prepare and adopt a code of
        ethics
        after we close the merger with MMC.
 
 **Nominating
        Committee.** We
        have
        not adopted any procedures by which security holders may recommend nominees
        to
        our Board of Directors.
 
 **Audit
        Committee and Financial Expert.** Because
        our Board of Directors currently consists of only one member and we do not
        have
        the resources to expand our management at this time, we do not have an audit
        committee, nor do we have a financial expert on our Board of Directors as
        that
        term is defined by Item 401(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 of Directors. Our sole
        officer and director will
        be
        reimbursed for any out-of-pocket expenses incurred on our behalf.
 
 **Summary
        Compensation Table.** The
        table set forth below summarizes the annual and long-term compensation for
        services in all capacities to us payable to our principal executive officer
        and
        our only other executive officer during the years ending December 31, 2006
        and
        2005.
 
 **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
              2006
              None
              None
              None
              None
              None
              None
              None
              NoneKevin
                  Frost,
                president*
              2005
              None
              None
              None
              None
              None
              None
              None
              None2006
              None
              None
              None
              None
              None
              None
              None
              NoneEdward
                  Wiggins,
                treasurer,
                acting
                  secretary*
              2005
              None
              None
              None
              None
              None
              None
              None
              None2006
              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 Fiscal Year-end.**As
        of the
        year ended December 31, 2006, the following named executive officers had
        the
        following unexercised options, stock that has not vested, and equity incentive
        plan awards:
 
 **Option
                  Awards**
              **Stock
                  Awards****Name**
              **Number
                  of Securities Underlying Unexercised Options**
                **#
                  Exercisable**
              **#****Un-**
                **exercisable**
              **Equity
                  Incentive Plan Awards: Number of Securities Underlying Unexercised
                  Options**
              **Option
                  Exercise Price**
              **Option
                  Expiration Date**
              **Number
                  of**
                **Shares
                  or**
                **Units
                  of**
                **Stock
                  Not**
                **Vested**
              **Market**
                **Value
                  of**
                **Shares
                  or**
                **Units
                  Not**
                **Vested**
              **Equity
                  Incentive Plan Awards: Number of Unearned**
                **Shares,
                  Units or Other Rights Not Vested**
              **Value
                  of Unearned Shares,**
                **Units
                  or**
                **Other
                  Rights**
                **Not
                  Vested**David
                  Choi president, secretary, treasurer
              0
              0
              0
              0
              0
              0
              0
              0
              0Kevin
                  Frost, former officer*
              0
              0
              0
              0
              0
              0
              0
              0
              0Edward
                  Wiggins, former officer*
              0
              0
              0
              0
              0
              0
              0
              0
              0
 *
        resigned all offices in December 2006.
  13
 
 **No
        Equity Compensation Plans.** We have
        no securities authorized for issuance under any equity compensation
        plans.
 
 **Stock
        Options/SAR Grants** .
        No
        grants of stock options or stock appreciation rights were made since our
        date of
        incorporation on July 10, 2001.
 
 **Long-Term** **** **Incentive
        Plans** .
        There
        are no arrangements or plans in which we provide pension, retirement or similar
        benefits for directors or executive officers. We do not have any material
        bonus
        or profit sharing plans pursuant to which cash or non-cash compensation is
        or
        may be paid to our directors or executive officers.
 
 **Director
        Compensation.** Our
        directors received the following compensation for their service as directors
        during the fiscal year ended December 31, 2006:
 
 **Name**
              **Fees
                  Earned**
                **or
                  Paid in**
                **Cash**
              **Stock
                  Awards**
                **$**
              **Option**
                **Awards**
                **$**
              **Non-Equity****Incentive**
                **Plan
                  Compensation**
                **$**
              **Non-Qualified
                  Deferred Compensation Earnings**
                **$**
              **All
                  Other**
                **Compensation**
                **$**
              **Total**
                **$**David
                  Choi
              0
              0
              0
              0
              0
              0
              0Kevin
                  Frost*
              0
              0
              0
              0
              0
              0
              0Edward
                  Wiggins*
              0
              0
              0
              0
              0
              0
              0
 *resigned
        in December 2006.
 
 **Item
        11. Security Ownership of Certain Beneficial Owners and Management and Related
        Stockholder Matters.**
 
 The
        following table sets forth certain information regarding the beneficial
        ownership of our common stock as of March 28, 2007, by each person or entity
        known by us to be the beneficial owner of more than 5% of the outstanding
        shares
        of common stock, each of our directors and named executive officers, and
        all of
        our directors and executive officers as a group.
 
 **Title**
                **of
                  Class**
              **Name
                  and Address**
                **of
                  Beneficial Owner**
              **Amount
                  and Nature**
                **of
                  Beneficial Owner**
              **Percent**
                **of
                  Class**Common
                  Stock
              David
                  Choi
                1495
                    Belleau Road
                  Glendale,
                    CA 91206
              10,000
                  shares
                president,
                  secretary,
                treasurer,director
              0.3%Common
                  Stock
              Kevin
                  Frost
                101
                  W. Avenida Gaviota, Suite A
                San
                  Clemente, CA 92672
              1,180,000
                  shares*
              41.1%Common
                  Stock
              Edward
                  Wiggins
                101
                  W. Avenida Gaviota, Suite A
                San
                  Clemente, CA 92672
              500,000
                  shares*
              17.4%Common
                  Stock
              All
                  directors and named executive officers as a group
              10,000
                  shares
              0.3%
 *resigned
        as officers and directors in December 2006.
 
 Beneficial
        ownership is determined in accordance with the rules of the Securities and
        Exchange Commission and generally includes voting or investment power with
        respect to securities. In accordance with Securities and
        Exchange
  14
  Commission
        rules, shares of our common stock which may be acquired upon exercise of
        stock
        options or warrants which are currently exercisable or which become exercisable
        within 60 days of the date of the table are deemed beneficially owned by
        the
        optionees. Subject to community property laws, where applicable, the persons
        or
        entities named in the table above have sole voting and investment power with
        respect to all shares of our common stock indicated as beneficially owned
        by
        them.
 
 **Changes
        in Control.** Our **** management
        is not aware of any arrangements which may result in “changes in control” as
        that term is defined by the provisions of Item 403(c) of Regulation S-B.
 
 **No
        Equity Compensation Plan.** We
        do not
        have any securities authorized for issuance under any equity compensation
        plan.
        We also do not have an equity compensation plan and do not plan to implement
        such a plan.
  **Item
        12. Certain Relationships and Related Transactions, and Director
        Independence.**
 
 **Related
        party transactions.** During
        the years ended December 31, 2006 and 2005, we have utilized office space
        provided by Mr. Frost, formerly our president, director and currently also
        a
        stockholder. Mr. Frost has waived reimbursement of the allocated rent of
        $4,200
        and $4,200 for the years ended December 31, 2006 and 2005, respectively,
        and has
        considered it as additional paid-in capital. We recorded total rent expense
        of
        $4,200 and $4,200 for the years ended December 31, 2006 and 2005,
        respectively.
  In
          March
          2007, we moved our offices to the personal residence of David Choi, our
          sole
          officer and director. Mr. Choi has agreed to provide the space to us at
          no
          charge. We will account for the fair market value of the space as rent
          expense
          and consider it as additional paid-in capital.
 
 For
        the
        years ended December 31, 2006 and 2005, our officers devoted time to our
        development process. Compensation expense totaling $32,000 and $32,000 has
        been
        recorded for the years ended December 31, 2006 and 2005, respectively. For
        the
        year ended December 31, 2006, our officers have waived reimbursement and
        have
        considered the total expense as additional paid-in capital. Of the $32,000
        charged to operations during the year ended December 31, 2005, $800 was paid
        to
        Mr. Wiggins, our officer at the time. Payments for the remaining $31,200
        were
        waived and considered donated capital.
 
 We
        have
        received advances from certain officers and shareholders. During the years
        ended
        December 31, 2006 and 2005 we received advances from these related parties
        totaling $21,510 and $19,780, respectively. These advances are non-interest
        bearing and are due on demand.
 
 During
        the first three months of 2007, our principal shareholder has loaned us $12,500
        to pay certain expenses. The loans are interest 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 is defined 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
              Rule 13a-14(a)/15d-14(a) Certification
                of Chief Executive Officer and Chief Financial Officer32
              Section 906 Certification by Chief
                Executive Officer and 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
 15
  **Item
        14. Principal Accountant Fees and Services.**
 
 **Audit
        Fees.** The
        aggregate fees billed in each of the fiscal years ended December 31, 2005
        and
        2006 for professional services rendered by the principal accountant for the
        audit of our annual financial statements and review of the financial statements
        included in our Form 10-KSB or services that are normally provided by the
        accountant in connection with statutory and regulatory filings or engagements
        for those fiscal years were $15,000 and $14,421, respectively.
 **Audit-Related
        Fees.** For
        the
        fiscal year ended December 31, 2005, there were no fees billed for services
        reasonably related to the performance of the audit or review of the financial
        statements outside of those fees 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 consulting services relating to the preparation of
        the
        annual audit and quarterly reviews of our financial statements.
 **Tax
        Fees.** For
        the
        fiscal years ended December 31, 2005 and December 31, 2006, another separate
        accountants rendered services for tax compliance, tax advice, and tax planning
        work for which we paid the following amounts: $875 and $950
        respectively.
  **All
        Other Fees.** None.
 
 **Pre-Approval
        Policies and Procedures.** Prior
        to
        engaging its accountants to perform a particular service, our board of directors
        obtains an estimate for the service to be performed. All of the services
        described above were approved by the board of directors in accordance with
        its
        procedures.
  16
  **SIGNATURES**
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, the Registrant
        has
        duly caused this report to be signed on its behalf by the undersigned in
        the
        City of San Juan Capistrano, California, on March 28, 2007.
  **Filtering
                  Associates, Inc.**
                a Nevada corporationBy:
              /s/ David
                ChoiDavid
                ChoiIts:
              Principal
                  executive officer
                President,
                  Chief financial officer
                Treasurer, Secretary and a director
 
 In
        accordance with the Exchange Act, this report has been signed below by the
        following persons on behalf of the Registrant and in the capacities and on
        the
        dates indicated.
  By:
                David
                Choi
              
              
              March
                28,
                2007David
                  Choi
                Its:director
 
 17