**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-KSB/A**

**(AmendmentNo. 1)**

 
| **x**                                                                                                                                                                 | ** ** | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                            | ** ** | ** **                                                                                              |
| **For the fiscal year ended  December 31, 2007**                                                                                                                 |
|                                                                                                                                                                  |       |                                                                                                    |
| **o**                                                                                                                                                                 | ** ** | **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**

 

**MATINEE MEDIA CORPORATION**

(Exact name of registrantas specified in its charter)

 

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

incorporation or  organization) |       | (I.R.S. Employer  Identification No.) |

 

| **2801 Via Fortuna,  Suite 675, Austin, Texas** | ** ** | **78746**  |
|------------------------------------------------------|------------|------------|
| (Address of principal  executive offices)            |       | (Zip Code) |

 

**(512)329-5843**

(Registrant’sTelephone Number, Including Area Code)

 

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

 

Securities registered under Section 12(b) ofthe Act:

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

 

Securities registered under Section 12(g) of the Act:

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

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.  x Yes   o No

 

Check if there is no disclosure of delinquent filersin response to Item 405 of Regulation S-B is not contained in this form, and nodisclosure will be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part IIIof this Form 10-KSB or any amendment to this Form 10-KSB. x

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o   No x

 

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

 

State the aggregate market value of the voting andnon-voting common equity held by non-affiliates computed by reference to theprice at which the common equity was sold, or the average bid and asked priceof such common equity, as of a specified date within the past 60 days. (Seedefinition of affiliate in Rule 12b-2 of the Exchange Act.)  $44,325,531.

 

State the number of shares outstanding of each of theissuer’s classes of common equity, as of the latest practicable date. As of July 31,2008, there were 15,179,383shares of the issuer’s $.001 par valuecommon stock issued and outstanding.

 

Documents incorporated by reference. There are noannual reports to security holders, proxy information statements, or anyprospectus filed pursuant to Rule 424 of the Securities Act of 1933incorporated herein by reference.

 

Transitional Small Business Disclosure format (checkone):                 o Yes         x No

 

 

 

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**EXPLANATORY NOTE**

 

This amendment to theAnnual Report on Form 10-KSB of Matinee Media Corporation, formerlyFiltering Associates, Inc., for the fiscal year ended December 31,2007, as filed on February 15, 2008 (the “Form 10-KSB”), is beingfiled for the purpose of (i) amending Part II, Item 8A to includeManagement’s Report on Internal Control over Financial Reporting required underItem 308T of Regulation S-B and (ii) to provide corrected certificationsfiled as Exhibits 31.1 and 31.2, which inadvertently omitted the portion of thelanguage in the introduction to the fourth paragraph and in paragraph 4(b) relatingto internal control over financial reporting. The remainder of our Form 10-KSB is not reproduced in thisamendment, and, except as specifically stated in this amendment, does notreflect events occurring after the filing of the original Form 10-KSB ormodify or update the original Form 10-KSB, except to reflect the revisionsdescribed above.

 

**PART II**

 

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

 

**Evaluation of Disclosure Controls andProcedures.**   In September 2006, we carried out anevaluation under the supervision and with the participation of our formermanagement of the effectiveness of our disclosure controls and procedures.  Based upon that evaluation, our formermanagement concluded that as of September 30, 2006, our disclosurecontrols and procedures, subject to the various limitations on effectivenessset forth below under the heading, “Limitations on the Effectiveness ofInternal Controls,” were not effective in ensuring that (i) informationrequired to be disclosed by us in the reports that we file or submit under theExchange Act is recorded, processed, summarized and reported, within the timeperiods specified in the Securities and Exchange Commission’s rules andforms and (ii) information required to be disclosed by us in the reportsthat we file or submit under the Exchange Act is accumulated and communicatedto our management, including our former management, as appropriate to allowtimely decisions regarding required disclosure.

 

During the six months ended June 30, 2006, weinadvertently omitted the amounts owed for legal services during the subjectperiod because the bills were not sent to the correct address.  We have taken steps to correct this omissionin this and future reports. Specifically, in December 2006, we appointed David Choi as our soleofficer.  Mr. Choi has significantexperience in business and financial matters. Mr. Choi carried out an evaluation of the effectiveness of ourdisclosure controls and procedures. Based upon Mr. Choi’s evaluation of those controls and proceduresperformed as of December 31, 2007, the date of this report, our chiefexecutive officer and the principal financial officer concluded that ourdisclosure controls and procedures were effective.

 

**Management’sReport on Internal Control Over Financial Reporting**

 

Our management isresponsible for establishing and maintaining effective internal control overfinancial reporting as defined in Rule 13a-15(f) or 15d-15(f) underthe Exchange Act.  Our internal control over financial reporting isdesigned to provide reasonable assurance to our management and Board ofDirectors regarding the preparation and fair presentation of publishedfinancial statements in accordance with United State’s generally acceptedaccounting principles (GAAP), including those policies and procedures that: (i) pertainto the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of our assets, (ii) providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with GAAP and that receiptsand expenditures are being made only in accordance with authorizations of ourmanagement and directors, and (iii) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use, or dispositionof our assets that could have a material effect on the financial statements.

 

Prior to February 11,2008, we were a shell company, with limited staff and financing.  Management had not completed an assessment ofour internal control over financial reporting as of December 31,2007.  Because of our size, and thelimited number of transactions reflected in our financial statements, we do notbelieve that the failure to perform a report on internal control over financialreporting impacts our former management’s conclusions regarding theeffectiveness of our disclosure controls and procedures as of December 31,2007 described above.

 

On February 11,2008, we completed a merger with Matinee Media Corporation, a Texascorporation.  In the merger, managementof that corporation became our new management and we changed our name fromFiltering Associates, Inc. to Matinee Media Corporation.  As a result of the merger, for financialaccounting purposes, we treated the merger as a purchase of our company by ourpredecessor.  Therefore, we will presentthe historical financial statements of our predecessor, for comparisonpurposes, for all of our reporting periods prior to the merger presented in ourfuture reports.

 

**Limitationson the Effectiveness of Internal Controls**

 

Because of its inherentlimitations, internal control over financial reporting may not prevent ordetect misstatements.  Therefore, even those systems determined to beeffective can provide only reasonable assurance with respect to financialstatement preparation and presentation.

 

This annual report doesnot include an attestation report of our registered public accounting firmregarding internal control over financial reporting.  Our management’sreport was not subject to attestation by our registered public accounting firmpursuant to temporary rules of the Securities and Exchange Commission thatpermit us to provide only management’s report in this Annual Report.

 

 

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**PART III**

 

**Item 13. Exhibits**

 

31.1 — Rule 13a-14(a)/15d-14(a) Certification ofChief Executive Officer.

31.2 — Rule 13a-14(a)/15d-14(a) Certification ofChief Financial Officer.

   32 — Section 1350Certifications.

 

 

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**SIGNATURES**

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this Amendment No. 1on Form 10-KSB to the registrant’s annual report on Form 10-KSB to besigned on its behalf by the undersigned, thereunto duly authorized.

 
|                        | ** ** | **Matinee Media Corporation** |
|-----------------------------|------------|-------------------------------|
|                        |       | a Nevada corporation          |
|                        |       |                          |   |   |
|                        |       |                          |   |   |
|                        |       |                          |   |   |
|                        |       | By:                           |          /s/ Kevin  W. Mischnick |
|                        |       |                          | Kevin W. Mischnick |
| Dated: August 14, 2008 |       | Its:                          | Vice President and Chief Financial Officer |
|                             |            |                               |  |  |  |  |

 

 

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