UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 10-QSB


|X|  
QUARTERLY REPORT UNDER SECTION 13 OR SECTION 15(D) OF THE SECURITIES    EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT  OF 1934

Commission File Number: 0-22848

MEDIAVEST, INC.
(Exact name of small business issuer as specified in its charter)

New Jersey
(State or other jurisdiction
of incorporation or organization)
 
2121 Avenue of the Stars, Suite 1650
Los Angeles, CA
(Address of principal executive offices)
22-2267658
(I.R.S. Employer Identification No.)
 
 
90067
(Zip Code)
Issuer's telephone number, including area code: (310) 601-2500


Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ninety days. Yes x No o

Indicate by checkmark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act.).  Yes x No o

Check whether the registrant filed all documents and reports required to be filed by Section 12, 12 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes x| No o

As of August 13, 2007, there were 21,730,000 outstanding shares of the Registrant's Common Stock ($0.0001 par value per share).

Transitional Small Business Disclosure Format. Yes o No x
 
 
MEDIAVEST, INC.

TABLE OF CONTENTS
PART I -- FINANCIAL INFORMATION
 2
   
ITEM 1. Financial Statements
 
   
  Balance Sheet
 2
  Statements of Operations
 3
  Statements of Cash Flows
 4
  Notes to Financial Statements
 5
   
ITEM 2. Management's Plan of Operation
 7
   
ITEM 3. Controls and Procedures
 10
   
PART II -- OTHER INFORMATION
 11
   
ITEM 1. Legal Proceedings
 11
   
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
 11
   
ITEM 3. Defaults Upon Senior Securities
 11
   
ITEM 4. Submission of Matters to a Vote of Security Holders
 11
   
ITEM 5. Other Information
 11
   
ITEM 6. Exhibits
 11
   
SIGNATURES
 12
 
PART I -- FINANCIAL INFORMATION
 
ITEM 1. Financial Statements
 
 
BALANCE SHEET
  
June 30, 2007
  
(Unaudited)
  
       
ASSETS
      
Current assets:
      
Cash
  
$
5,244,084
  
         
Total assets
  
$
5,244,084
  
         
         
LIABILITIES AND STOCKHOLDERS' EQUITY
        
         
Current Liabilities:
        
Accounts payable and accrued expenses
  
$
155,501
  
         
Total liabilities
    
155,501
 
         
Stockholders' equity:
        
Preferred stock, 1,000,000 shares authorized
        
Series A Convertible Preferred stock, 100,000 shares authorized at $.0001 par value,
        
100,000 shares issued or outstanding
    
100,000
 
Common stock, 100,000,000 shares authorized at $.0001 par value,
        
16,730,000 shares issued and outstanding
    
1,673
 
Additional paid-in capital
    
6,308,907
 
Accumulated deficit
    
(1,321,997
)
         
Total stockholders' equity
    
5,088,583
 
         
Total liabilities and stockholders' equity
  
$
5,244,084
  
         
See notes to unaudited financial statements.
 
2
 
STATEMENTS OF OPERATIONS
(Unaudited)
       
   
Three Months Ended
  
Six Months Ended
  
   
June 30.
  
June 30.
  
   
2007
  
2006
  
2007
  
2006
  
                   
Interest income
  
$
76,191
  
$
-
  
$
136,241
  
$
-
  
                           
General and administrative expenses
   
(367,006
)
  
(29,245
)
  
(691,194
)
  
(44,912
)
                           
Net Loss
  
$
(290,815
)
$
(29,245
)
$
(554,953
)
$
(44,912
)
                           
                           
Basic and diluted net loss per common share *
  
$
(0.02
)
  
**
 
$
(0.03
)
  
**
 
                           
                           
Basic and diluted weighted average common shares outstanding,
   
16,730,000
   
10,000,000
   
16,730,000
   
10,000,000
 
                           
* Retroactvely adjusted to reflect the effect of the stock split (Note 4)
              
** Less than $0.01 per share
                          
                           
See notes to unaudited financial statements.
 
3
 
 
MEDIAVEST, INC.
  
STATEMENTS OF CASH FLOWS
  
(Unaudited)
  
           
   
For the Six Months Ended
  
   
June 30,
  
   
2007
  
2006
  
           
CASH FLOWS FROM OPERATING ACTIVITIES:
          
Net loss
  
$
(554,953
)
$
(44,912
)
Adjustments to reconcile net loss to net cash
              
used in operating activities:
              
Changes in assets and liabilities:
              
Accounts payable and accrued expenses
    
56,804
   
(49,582
)
               
Net cash used in operating activities
    
(498,149
)
  
(94,494
)
               
CASH FLOWS FROM FINANCING ACTIVITIES:
              
Proceeds from note payable
    
-
   
100,000
 
               
Net cash provided by financing activities
    
-
   
100,000
 
               
Net increase (decrease) in cash
    
(498,149
)
  
5,506
 
               
Cash, beginning of period
    
5,742,233
   
3,366
 
               
Cash, end of period
  
$
5,244,084
  
$
8,872
  
               
               
See notes to unaudited financial statements.
 
4
NOTE 1. ORGANIZATION AND OPERATIONS

Mediavest, Inc. (Company) was originally incorporated in the State of Delaware on November 6, 1998 under the name eB2B Commerce, Inc. On April 27, 2000, it merged into DynamicWeb Enterprises Inc., a New Jersey corporation, the surviving company, and changed its name to eB2B Commerce, Inc. On April 13, 2005, the Company changed its name to Mediavest, Inc. Through January 26, 2005, the Company and its subsidiaries were engaged in providing business-to-business transaction management services designed to simplify trading between buyers and suppliers. Subsequent to January 26, 2005, the Company has remained inactive.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying interim unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the rules and regulations of the Securities and Exchange Commission for Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statement presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for the interim periods have been included. These financial statements should be read in conjunction with the financial statements of Mediavest, Inc. together with the Company's Plan of Operations in the Company's Form 10-KSB for the year ended December 31, 2006. Interim results are not necessarily indicative of the results for a full year.

Financial Statements

The financial statements include all the accounts of the Company.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.

New Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

5
NOTE 3. INCOME TAX

Effective January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109" (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the Company's financial statements in accordance with FASB Statement 109, "Accounting for Income Taxes," and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on recognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition.

Management has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in the Company's financial statements as of January 1, 2007. The evaluation was performed for the tax years ended December 31, 2006, 2005, and 2004, which remain subject to examination for Federal and state purposes as of June 30, 2007.

The Company's policy is to classify assessments, if any, for tax related interest as interest expenses and penalties as general and administrative expenses.

NOTE 4. COMMON STOCK

On August 3, 2006, the Company authorized a 2.5 to 1 stock split of its common stock, increasing its outstanding shares from 4,000,000 to 10,000,000. In connection with the split, the company transferred $6,000 from additional paid-in capital to common stock. All share and per share amounts have been retroactively adjusted to reflect the effect of the stock split.

Note 5 . MANAGEMENT CHANGES

On June 28, 2007, the Company appointed a new president, who will receive an initial base salary of $250,000, per year, and he will also receive a signing bonus of $100,000. Additionally, he will be eligible for bonus compensation at the discretion of the Company’s board of directors (the “Board”). The president's employment will be on an at-will basis and may be terminated by either party at any time.
 
Subject to the Board’s approval, and upon its adoption of a stock option plan, the Company will grant the president an option to purchase 500,000 shares of the Company’s common stock (the “Option”). The Option will have an exercise price equal to the fair market value of the common stock as of the date of grant. One-third of the Option vested upon the commencement of employment, and the remainder will vest equally on each of the first and second anniversaries thereof. The Option will be subject to the terms of a stock option agreement and a stock option plan, which will be provided upon the Board’s approval of thereof
 
Note 6 . SUBSEQUENT EVENT

On July 24, 2007, under a subscription agreement, the Company sold 5,000,000 shares of the Company’s common stock, at  $0.50, per share, for an aggregate proceeds of $2,500,000.
   
6
ITEM 2. MANAGEMENT'S PLAN OF OPERATIONS

Special Note Regarding Forward-Looking Statements

We may, in discussions of our future plans, objectives and expected performance in periodic reports filed by us with the Securities and Exchange Commission, or the SEC (or documents incorporated by reference therein) and in written and oral presentations made by us, include projections or other forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933 or Section 21E of the Securities Act of 1934, as amended. Such projections and forward-looking statements are based on assumptions, which we believe are reasonable but are, by their nature, inherently uncertain. You are cautioned that any such forward looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward looking statements as a result of various factors. The factors that might cause such differences include, among others, the following: (i) our inability to obtain sufficient cash to fund ongoing obligations and continue as a going concern; (iii) our ability to carry out our operating strategy; and (iv) other factors, including those discussed below. We undertake no obligation to publicly update or revise forward looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-QSB or to reflect the occurrence of unanticipated events.

Overview

Mediavest, Inc. was originally incorporated in the State of Delaware on November 6, 1998 under the name eB2B Commerce, Inc. On April 27, 2000, we merged into DynamicWeb Enterprises Inc., a New Jersey corporation, the surviving company, and changed our name to eB2B Commerce, Inc. On April 13, 2005, we changed our name to Mediavest, Inc. Through January 26, 2005, we and our subsidiaries were engaged in providing business-to-business transaction management services designed to simplify trading between buyers and suppliers.

We are currently inactive and are considered a "shell" company by the SEC with no operations. We are controlled by Trinad Master Fund, L.P., or Trinad, our controlling stockholder.

On October 27, 2004, and as amended on December 17, 2004, we filed a plan for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York, or the Plan of Reorganization. The Plan of Reorganization, as confirmed on January 26, 2005, provided for: (1) our net operating assets and liabilities to be transferred to the holders of the secured notes in satisfaction of the principal and accrued interest thereon; (2) $400,000 to be transferred to a liquidation trust and used to pay administrative costs and certain preferred creditors; (3) $100,000 to be retained by us to fund the expenses of remaining public; (4) 3.5% of the new common stock of the company (140,000 shares) were to be issued to the holders of record of our preferred stock in settlement of their liquidation preferences; (5) 3.5% of the new common stock of the company (140,000 shares) were to be issued to common stockholders of record as of January 26, 2005 in exchange for all of the outstanding shares of the common stock of the company; and (6) 93% of the new common stock of the company (3,720,000 shares) were to be issued to the sponsor of the Plan of Reorganization in exchange for $500,000 in cash.

7
As a result of this reorganization; the historical financial statements are irrelevant to any assessment of our operations on an ongoing basis. Accordingly, readers are advised not to rely on any historical financial information in considering an investment in or the disposition of our stock.

Management's Plan Of Operations

We have raised additional capital with a view to making ourselves an attractive vehicle with which to acquire a business. We will then seek a suitable acquisition candidate. No such business has been identified and we are therefore subject to a number of risks, including: any acquisition consummated by us may turn out to be unsuccessful; investors in us will not know what operating business, if any, will be acquired, including the particular industry in which the business operates, and whether dilutive financing will be required therewith; the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future; we may acquire a company in the early stage of development, causing us to incur further risks; we may be dependent upon the management of an acquired business which has not proven its abilities or effectiveness; we will be controlled by a small number of stockholders, and such control could prevent the taking of certain actions that may be beneficial to other stockholders; our common stock will likely be thinly traded, and the public market may provide little or no liquidity for holders of our common stock.
 
Trinad has agreed that it will not dispose of any of its common stock until an acquisition transaction has been consummated and a Current Report on Form 8-K setting forth the terms of the acquisition and audited financial statements of the acquisition target have been filed with the SEC.

As described more fully above, subsequent to the Reorganization, our plan of operation is to merge or effect a business combination with a domestic or foreign private operating entity. We may seek to raise additional capital first to make ourselves more attractive to acquisition candidates. We believe that there are perceived benefits to being a "reporting company" with a class of publicly-traded securities which may be attractive to private entities. Other than activities relating to such financing and attempting to locate such a candidate, we do not currently anticipate conducting any operations.

We may enter into a definitive agreement with a wide variety of private businesses without limitation as to their industry or revenues. It is not possible at this time to predict when, if ever, we will enter into a business combination with any such private company or the industry or the operating
history, revenues, future prospects or other characteristics of any such company. Trinad intends to raise capital to make us a more attractive acquisition vehicle and then seek a suitable merger candidate. Trinad has not identified an acquisition target at this time.

Stock Sales and Liquidity

On August 3, 2006, we increased our authorized shares of common stock from 19,000,000 to 100,000,000 and authorized and effectuated a 2.5 to 1 stock split of our common stock to increase our outstanding shares from 4,000,000 to 10,000,000. All share and per share amounts have been retroactively adjusted to reflect the effect of the stock split.

On September 14, 2006, we sold 2,800,000 units, on October 12, 2006, we sold 3,400,000 units, and on December 26, 2006, we sold 530,000 units. Each unit sold consists of one share of common stock and one warrant to purchase one share of common stock, and the sales price of each unit was $1.00 per unit. We realized net proceeds of 6,057,000 after the costs of the offering. The warrants have an exercise price of $2.00 per share and expire as follows: 2,800,000 warrants expire in September 2008; 3,400,000 warrants expire in October 2008; and 530,000 warrants expire in December 2008.

8
On October 12, 2006, we entered into a Series A Convertible Preferred Stock Purchase Agreement with Trinad Management, LLC, or Trinad Management. Pursuant to the terms of the Agreement, Trinad Management purchased 100,000 shares of our Series A Convertible Preferred Stock, par value $ 0.0001 per share, for an aggregate purchase price of $100,000. Series A Preferred holders are entitled to convert, at their option, all or any shares of the Series A Preferred into the number of fully paid and non-assessable shares of common stock equal to the number obtained by dividing the original purchase price of such Series A Preferred, plus the amount of any accumulated but unpaid dividends as of the conversion date by the original purchase price (subject to certain adjustments) in effect at the close of business on the conversion date. The fair value of the 100,000 shares of our common stock underlying the Series A Convertible Preferred Stock was $1.425 per share. Since the value was $0.425 lower than the fair value of our common stock on October 12, 2006, the $42,500 intrinsic value of the conversion option resulted in the recognition of a preferred stock dividend and an increase to additional paid-in capital.
 
On July 24, 2007, we entered into a Subscription Agreement (the “Subscription Agreement”) by and between us and certain investors, pursuant to which such investors have agreed to subscribe for an aggregate of 5,000,000 shares of our common stock, $0.0001 par value per share (the “Common Stock”). Each share of common stock was sold for a purchase price of $0.50 for a total purchase price of $2,500,000.
 
We do not currently have an operating business and therefore have no ability to generate cash flow from operations in order to fund our ongoing financial needs beyond the next fiscal year.
 
As of June 30, 2007, we had approximately $5,200,000 of cash, and with the additional $2,500,000 from the July sale of common stock, management believes it has sufficient cash to satisfy our monetary needs for the next twelve months.

Management Changes

On June 28, 2007, we appointed James Lefkowitz as President. Mr. Lefkowitz will receive an initial base salary of $250,000 per year and he will receive a signing bonus of $100,000. Additionally he will be eligible for bonus compensation at the discretion of our Board of Directors (the “Board”). Mr. Lefkowitz’s employment will be on an at-will basis and may be terminated by either party at any time.
 
Subject to the Board’s approval, and upon its adoption of a stock option plan, we will grant Mr. Lefkowitz an option to purchase 500,000 shares of our common stock (the “Option”). The Option will have an exercise price equal to the fair market value of the common stock as of the date of grant. One-third of the Option vested upon the commencement of Mr. Lefkowitz’s employment, and the remainder will vest equally on each of the first and second anniversaries thereof. The Option will be subject to the terms of a stock option agreement and a stock option plan, which will be provided upon the Board’s approval of thereof.

Concurrently with the appointment of Mr. Lefkowitz as President, we terminated the employment of David Chazen as President. Mr. Chazen was being compensated at $10,000 per month.
 
On August 6, 2007, the Company increased the size of the Board to six members and elected Peter Guber as Co-chairman of the Board and a director of the Company and Paul Schaeffer as Vice-Chairman of the Board and a director of the Company.
 
9
Critical Accounting Policies

Management's plan of operations is based upon our financial statements included elsewhere in this Form 10-QSB, which have been prepared in accordance with accounting principles generally accepted in the United States.

Estimates and Assumptions

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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes

We provide for deferred income taxes using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and the tax effect of net operating loss carry-forwards. A valuation allowance has been provided as it is more likely than not that the deferred assets will not be realized.

Quantitative And Qualitative Disclosures About Market Risk

We currently have no floating rate indebtedness, hold no derivative instruments, and do not earn foreign-sourced income. Accordingly, changes in interest rates or currency exchange rates do not generally have a direct effect on our financial position. Changes in interest rates may affect the amount of interest we earn on available cash balances as well as the amount of interest we pay on borrowings. To the extent that changes in interest rates and currency exchange rates affect general economic conditions, we may also be affected by such changes.

ITEM 3. CONTROLS AND PROCEDURES
 
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of June 30, 2007, the end of the period covered by this report, our management concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.  Disclosure controls and procedures are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this report, is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and to reasonably assure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be 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, 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 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.
 
As of the evaluation date, our Chief Executive Officer and Chief Financial Officer concluded that we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
10
 
PART II -- OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
None.
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
On July 24, 2007, under a subscription agreement, the Company sold an aggregate of 5,000,000 shares of the Company's common stock, at $0.50, per share, for an aggregate proceeds of $2,500,000.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None.
 
ITEM 5. OTHER INFORMATION
 
None.
 
ITEM 6. EXHIBITS
 
Exhibit No.  
    Description Of Exhibit
     
 31.1     Section 302 Certifications by the Chief Executive Officer
 31.2      Section 302 Certifications by the Chief Financial Officer
 32.1     Section 906 Certification by the Chief Executive Officer
 32.2      Section 906 Certification by the Chief Financial Officer
 
11

 
SIGNATURES
 
In accordance with Section 13 or 15 of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
Dated: August 16, 2007 MEDIAVEST, INC.
 
 		  
 		  
 
  By:   /s/ Robert Ellin
 
Robert Ellin
Chief Executive Officer
(Principal Executive Officer)
 
     
Dated: August 16, 2007  
 
 		  
 		  
 
  By:   /s/ Jay Wolf
 
Jay Wolf
Chief Operating Officer and
Chief Financial Officer
(Principal Financial Officer)


12