**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-KSB/A**

**(Amendment No. 2)**

 

**x****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31,2007**

 

**o****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition periodfrom                to              **

 

**Commission File Number: 000-50004**

 

**MATINEEMEDIA CORPORATION**

(Exactname of registrant as specified in its charter)

 

| **Nevada**                                                       |   | **33-0976892**                         |
|------------------------------------------------------------------|--------|----------------------------------------|
| (State  or other jurisdiction of  incorporation or organization) |   | (I.R.S.  Employer  Identification No.) |
|                                                             |   |                                   |
| **2801  Via Fortuna, Suite 675, Austin, Texas**             |   | **78746**                              |
| (Address  of principal executive offices)                        |   | (Zip  Code)                            |
|                                                             |   |                                   |
| **(512)  329-5843**                                              |
| (Registrant’s  Telephone Number, Including Area Code)       |

 

 

(Registrant’sFormer 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                                                             |       | None                                                                         |
| ** **                                                       |       | ** **                                                                   |
| Securities registered  under Section 12(g) of the Act: |       |                                                                         |
|                                                             |       |                                                                         |
| **Common  Stock, Par Value $.001**                               |
| (Title  of Class)                                                |

 

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

 

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

 

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

 

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

 

State the aggregate marketvalue of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was sold, or theaverage bid and asked price of such common equity, as of a specified datewithin the past 60 days. (See definition of affiliate in Rule 12b-2 of theExchange Act.)    ?

 

State the number of sharesoutstanding of each of the issuer’s classes of common equity, as of the latestpracticable date. As of August 31, 2008, there were 15,179,383 shares of the issuer’s $.001 par value common stock issued andoutstanding.

 

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

 

Transitional Small BusinessDisclosure format (check one):               oYes         x No

 

 

 

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**EXPLANATORYNOTE**

 

Thisamendment to the Annual Report on Form 10-KSB of Matinee Media Corporation,formerly Filtering Associates, Inc., for the fiscal year ended December 31,2007, as filed on February 15, 2008 and amended on August 14, 2008(the “Form 10-KSB”), is being filed for the purpose of amending Part II,Item 8A.  The remainder of our Form 10-KSBis not reproduced in this amendment, and, except as specifically stated in thisamendment, does not reflect events occurring after the filing of the original Form 10-KSBor modify or update the original Form 10-KSB, except to reflect therevisions described above.

 

**PART II**

 

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

 

**Evaluationof Disclosure Controls and Procedures.**   In September 2006, wecarried out an evaluation under the supervision and with the participation ofour former management of the effectiveness of our disclosure controls andprocedures.  Based upon that evaluation,our former management concluded that as of September 30, 2006, ourdisclosure controls and procedures, subject to the various limitations oneffectiveness set forth below under the heading, “Limitations on theEffectiveness of Internal Controls,” were not effective in ensuringthat (i) information required to be disclosed by us in the reportsthat we file or submit under the Exchange Act is recorded, processed,summarized and reported, within the time periods specified in the Securitiesand Exchange Commission’s rules and forms and (ii) informationrequired to be disclosed by us in the reports that we file or submit under theExchange Act is accumulated and communicated to our management, including ourformer management, as appropriate to allow timely decisions regarding requireddisclosure.

 

During the six months ended June 30,2006, we inadvertently omitted the amounts owed for legal services during thesubject period 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 originally concluded thatour disclosure controls and procedures were effective.  However, on the date of the initial filing ofthis report management had not completed its assessment of our internal controlover financial reporting, and this report did not include the Management’sReport on Internal Control Over Financial Reporting set forth below, which wasrequired because we filed an annual report for the prior fiscal year.  As a result, as of the date of this report,our disclosure controls and procedures were, in fact, not effective inensuring that (i) information required to be disclosed by us in thereports that we file or submit under the Exchange Act is recorded, processed,summarized and reported, within the time periods specified in the Securitiesand Exchange Commission’s rules and forms and (ii) informationrequired to be disclosed by us in the reports that we file or submit under theExchange Act is accumulated and communicated to our management as appropriateto allow timely decisions regarding required disclosure.

 

**Management’s Report on Internal Control Over FinancialReporting**

 

Ourmanagement is responsible for establishing and maintaining effective internalcontrol over financial reporting as defined in Rule 13a-15(f) or15d-15(f) under the Exchange Act.  As of December 31, 2007,our internal control over financial reporting was designed to providereasonable assurance regarding the preparation and fair presentation ofpublished financial statements in accordance with United State’s generallyaccepted accounting principles (GAAP), including those policies and proceduresthat: (i) pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of ourassets, (ii) provide reasonable assurance that transactions are recordedas necessary to permit preparation of financial statements in accordance withGAAP and that receipts and expenditures are being made only in accordance withauthorizations of our management and directors, and (iii) providereasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of our assets that could have a materialeffect on the financial statements.

 

Priorto February 11, 2008, we were a shell company, with limited staff andfinancing.  On February 11, 2008, wecompleted a merger with Matinee Media Corporation, a Texas corporation.  In the merger, management of that corporationbecame our new management and we changed our name from Filtering Associates, Inc.to Matinee Media Corporation.  Ourcurrent management has been informed by our former management, which consistedof one individual who acted as chief executive officer and principal financialofficer, that it conducted an evaluation of the effectiveness of our internalcontrol over financial reporting.  Basedupon its evaluation, our former management concluded that there was a materialweakness in our internal control over financial reporting as of December 31,2007.  A material weakness is adeficiency, or a combination of control deficiencies, in internal control overfinancial reporting such that there is a reasonable possibility that a materialmisstatement of the issuer’s annual or interim financial statements will not beprevented or detected on a timely basis.

 

Thematerial weakness related to the lack of monitoring or review of work performedby our sole officer and lack of segregation of duties.  Prior to February 11, 2008, in thepreparation of audited financial statements, footnotes and financial data allof our financial reporting was carried out by our sole officer, and we did nothave an audit committee to monitor or review the work performed.  The lack of segregation of duties resultedfrom lack of accounting staff with accounting technical expertise necessary foran effective system of internal control.

 

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**Changes in Internal Control Over Financial Reporting**

 

Nochange in our internal control over financial reporting occurred during thequarter ended December 31, 2007, that materially affected, or wasreasonably likely to materially affect, our internal control over financialreporting.

 

Asa result of the merger on February 11, 2008, for financial accountingpurposes, 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.  As a result of themerger, effective as of February 11, 2008, our internal control overfinancial reporting changed to that of our predecessor.  Therefore, the material weakness identifiedby our former management is no longer relevant. The published financial reports for which there was a possibility of amaterial misstatement as a result of the material weakness will not bepresented in future reports.

 

**Limitations on the Effectiveness of Internal Controls**

 

Becauseof its inherent limitations, internal control over financial reporting may notprevent or detect misstatements.  Therefore, even those systemsdetermined to be effective can provide only reasonable assurance with respectto financial statement preparation and presentation.

 

Thisannual report does not include an attestation report of our registered publicaccounting firm regarding internal control over financialreporting.  Our management’s report was not subject to attestation byour registered public accounting firm pursuant to temporary rules of theSecurities and Exchange Commission that permit us to provide only management’sreport in this Annual Report.

 

**PART III**

 

**Item 13.Exhibits**

 

31.1 – Rule 13a-14(a)/15d-14(a) Certificationof Chief 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 requirementsof the Securities Exchange Act of 1934, the registrant has duly caused thisAmendment No. 2 on Form 10-KSB to the registrant’s annual report on Form 10-KSBto be signed on its behalf by the undersigned, thereunto duly authorized.

 

 
|                            | **Matinee  Media Corporation**a Nevada  corporation |
|---------------------------------|-----------------------------------------------------|
|                            | ** **                                          |
|                            |                                                |
|                            | By:                                                 |                /s/ Kevin  W. Mischnick |
|                            | Kevin  W. Mischnick                                 |
|                            | Its:  Vice President and Chief Financial Officer    |
| Dated: September 19,  2008 |                                                |

 

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