UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~September~~March 3031, ~~2010~~2011 or 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: 001-34844 MediaMind Technologies Inc. (Exact name of registrant as specified in its charter)

Delaware 52-2266402

Delaware	52-2266402
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

135 West 18th Street (5th Floor), New York, NY	10011
(Address of principal executive offices)	(Zip Code)

(646) 202 - 1320
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
o Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o		Accelerated filer o

Non-accelerated filer x(Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes x No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 13, 2011, there were 19,022,183 shares outstanding of the registrant’s common stock.

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
135 West 18th Street (5th Floor), New York, NY	10011
(Address of principal executive offices)	(Zip Code)

(646) 202 - 1320 (Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) 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. Yes x No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 15, 2010, there were 18,523,0sa205 shares outstanding of the registrant’s common stock.

MediaMind Technologies Inc.

Table of Contents

		PAGE NUMBER
PART I. FINANCIAL INFORMATION		3
Item 1. Financial Statements		3
Condensed Consolidated Balance Sheets as of December 31, 2009 and September 30, 2010 (unaudited)		3
Condensed Consolidated Balance Sheets as of December 31, 2010 and March 31, 2011 (unaudited)		3
Condensed Consolidated Statements of Income for the nine months and three months ended September 30, 2009 (unaudited) and 2010 (unaudited)		5
Condensed Consolidated Statements of Income for the Three Months ended March 31, 2010 and 2011 (unaudited)		5
Condensed Consolidated Statements of Cash Flows for the nine months and three months ended September 30, 2009 (unaudited) and 2010 (unaudited)		6
Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2010 and 2011 (unaudited)		6
Notes to Condensed Consolidated Financial Statements for the nine months and three months ended September 30, 2009 (unaudited) and 2010 (unaudited)		7
Notes to Condensed Consolidated Financial Statements for the Year ended December 31, 2010 and for the Three Months ended March 31, 2010 and 2011 (unaudited)		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1718
Item 3. Quantitative and Qualitative Disclosures About Market Risk		2826
Item 4. Controls and Procedures		2927
PART II. OTHER INFORMATION		3028
Item 1. Legal Proceedings		30
Item 1A. Risk Factors		3028
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds		3028
Item 3. Defaults Upon Senior Securities		3028
Item 4. (Removed and Reserved)		3028
Item 5. Other Information		3028
Item 6. Exhibits		3129
SIGNATURES		3230

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

MEDIAMIND TECHNOLOGIES INC. AND ITS SUBSIDIARIES

~~(FORMERLY~~CONDENSED ~~EYEBLASTER,~~CONSOLIDATED ~~INC.)~~BALANCE ~~AND ITS SUBSIDIARIES~~ SHEETS

~~Condensed~~U.S. ~~Consolidated~~dollars ~~Balance~~in ~~Sheets as of December 31, 2009 and September 30, 2010 (unaudited)~~thousands

(U.S. dollars in thousands)

	December 31,		March 31,
	2010		2011
			Unaudited
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	21,484	$	16,538
Short-term deposits		75,873		84,621
Restricted cash		1,180		1,185
Trade receivables, net		25,604		23,270
Other accounts receivable and prepaid expenses		2,926		6,503

Total current assets		127,067		132,117

LONG-TERM ASSETS:
Marketable securities (Note 7)		2,043		2,034
Deferred taxes		2,146		567
Severance pay fund		2,267		2,530
Other long-term assets		1,092		1,136

Total long-term assets		7,548		6,267

PROPERTY AND EQUIPMENT, NET		5,014		7,066

INTANGIBLE ASSETS AND GOODWILL		-		1,592

Total assets	$	139,629	$	147,042

	December 31,		September 30,
	2009		2010
			(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	15,363	$	48,231
Short-term deposit		18,357		45,590
Restricted cash		769		1,516
Trade receivables		22,104		21,428
Other accounts receivable and prepaid expenses		1,972		3,729
Total current assets		58,565		120,494
LONG-TERM ASSETS:
Marketable securities		2,077		2,051
Deferred taxes, net		1,289		2,040
Severance pay fund		1,517		2,040
Other long-term assets		1,015		740
Total long-term assets		5,898		6,871
PROPERTY AND EQUIPMENT, NET		2,427		4,555
Total assets	$	66,890	$	131,920

The accompanying notes are an integral part of the condensed consolidated financial statements.

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

MEDIAMIND TECHNOLOGIES INC. AND ITS SUBSIDIARIES

~~(FORMERLY~~CONDENSED ~~EYEBLASTER,~~CONSOLIDATED ~~INC.)~~BALANCE ~~AND ITS SUBSIDIARIES~~SHEETS

~~Condensed~~U.S. ~~Consolidated~~dollars ~~Balance~~in ~~Sheets~~thousands as(except ofshare ~~December 31, 2009~~ and ~~September~~per ~~30,~~share ~~2010 (unaudited~~data)

(U.S. dollars in thousands, except share and per share data)

	December 31,			March 31,
	2010			2011
				Unaudited
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Trade payables	$	756		$	1,994
Employees and payroll accruals		3,996			5,750
Other accounts payable		5,094			3,103

Total current liabilities		9,846			10,847

LONG-TERM LIABILITIES:
Deferred taxes, net		-			269
Accrued severance pay and other employee accruals		3,413			3,859
Other long term liability		-			640

Total long-term liabilities		3,413			4,768

STOCKHOLDERS' EQUITY (Note 3):
Stock capital:
Common stock of $ 0.001 par value -
88,000,000 shares authorized at December 31, 2010 and March 31, 2011; 21,692,207 and 22,067,003 shares issued at December 31, 2010 and March 31, 2011, respectively; 18,530,503 and 18,905,299 shares outstanding at December 31, 2010 and March 31, 2011, respectively.		22			22
Additional paid-in capital		109,927			113,843
Treasury stock at cost (3,161,704 shares of Common stock)		(23,213	)		(23,213	)
Accumulated other comprehensive gain (loss)		(440	)		142
Retained earnings		40,074			40,633

Total stockholders' equity		126,370			131,427

Total liabilities and stockholders' equity	$	139,629		$	147,042

	December 31,			September 30,
	2009			2010
				(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables	$	1,001		$	1,527
Employees and payroll accruals		4,686			4,101
Other accounts payable		4,053			3,183
Total current liabilities		9,740			8,811
LONG-TERM LIABILITIES:
Accrued severance pay and other employee accruals		2,335			3,199
Total long-term liabilities		2,335			3,199
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS' EQUITY (Note 4):
Stock capital:
Common stock of $ 0.001 par value - 19,200,000 shares authorized at December 31, 2009 and 88,000,000 (unaudited) at September 30, 2010; 11,573,706 and 21,668,289 (unaudited) shares issued at December 31, 2009 and September 30, 2010, respectively; 8,412,002 and 18,506,585 (unaudited) shares outstanding at December 31, 2009 and September 30, 2010, respectively.		12			22
Series A-1 Convertible Preferred stock of $ 0.001 par value - 2,100,000 shares authorized at December 31, 2009 and no shares authorized at September 30, 2010 (unaudited); 2,068,966 shares issued and outstanding at December 31, 2009 and no shares issued and outstanding at September 30, 2010 (unaudited); Aggregate liquidation preference of $ 32,996 at December 31, 2009 and no aggregate liquidation preference at September 30, 2010 (unaudited).		2			-
Additional paid-in capital		48,450			108,808
Treasury stock at cost (3,161,704 shares of Common stock)		(23,213	)		(23,213	)
Accumulated other comprehensive loss		(558	)		(252	)
Retained earnings		30,122			34,545
Total stockholders' equity		54,815			119,910
Total liabilities and stockholders' equity	$	66,890		$	131,920

The accompanying notes are an integral part of the condensed consolidated financial statements.

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

MEDIAMIND TECHNOLOGIES INC. AND ITS SUBSIDIARIES

~~(FORMERLY~~CONDENSED ~~EYEBLASTER,~~CONSOLIDATED ~~INC.)~~STATEMENTS ~~AND~~OF ~~ITS SUBSIDIARIES~~INCOME

~~Condensed~~U.S. ~~Consolidated~~dollars ~~Statements~~in ofthousands ~~Income~~(except ~~for~~share ~~the~~and ~~nine~~per ~~months~~share ~~and~~data)

three months ended September 30, 2009 (unaudited) and 2010 (unaudited)

	Three months ended March 31,
	2010			2011
	Unaudited

Revenues	$	16,001		$	18,878
Cost of revenues		881			1,568

Gross profit		15,120			17,310

Operating expenses:
Research and development		2,261			2,952
Selling and marketing		10,048			11,565
General and administrative		1,975			2,387

Total operating expenses		14,284			16,904

Operating income:		836			406
Financial income, net		82			393

Income before taxes on income		918			799
Taxes on income		358			240

Net income		560			559

Accretion of Preferred stock dividend preference		(518	)		-

Net income attributable to Common stockholders	$	42		$	559

Net earnings per share (Note 4):

Basic	$	0.00		$	0.03

Diluted	$	0.00		$	0.03

Weighted average number of shares of Common stock used in computing earnings per share (in thousands):

Basic		8,459			18,648

Diluted		11,303			21,775

(U.S. dollars in thousands, except per share data)

	Three months ended September 30						Nine months ended September 30
	2009			2010			2009			2010
	(Unaudited)
Revenues	$	15,231		$	17,721		$	42,643		$	54,946
Cost of revenues		819			1,000			2,468			2,942
Gross profit		14,412			16,721			40,175			52,004
Operating expenses:
Research and development		1,795			2,373			5,084			6,871
Selling and marketing		9,134			11,281			25,197			32,883
General and administrative		1,448			2,359			4,587			6,215
Total operating expenses		12,377			16,013			34,868			45,969
Operating income		2,035			708			5,307			6,035
Financial income (expenses), net		528			771			(86	)		294
Income before income taxes		2,563			1,479			5,221			6,329
Income taxes		618			491			1,371			1,906
Net income		1,945			988			3,850			4,423
Accretion of Preferred stock dividend preference		(483	)		(243	)		(1,126	)		(1,292	)
Net income attributable to Common stockholders	$	1,462		$	745		$	2,724		$	3,131
Net earnings per share:
Basic		0.17			0.05			0.32			0.30
Diluted		0.14			0.04			0.27			0.23
Weighted average number of shares of Common stock used in computing net earnings per share (in thousands):
Basic		8,398			13,923			8,394			10,322
Diluted		14,192			17,018			14,199			13,587

The accompanying notes are an integral part of the condensed consolidated financial statements.

MEDIAMIND TECHNOLOGIES INC. AND ITS SUBSIDIARIES

~~(FORMERLY~~CONSOLIDATED ~~EYEBLASTER,~~STATEMENTS ~~INC.)~~OF ~~AND~~CASH ~~ITS SUBSIDIARIES~~FLOWS

~~Condensed~~U.S. ~~Consolidated~~dollars ~~Statements~~in ~~of Cash Flows for the nine months and three months ended~~thousands

September 30, 2009 (unaudited) and 2010 (unaudited) (U.S. dollars in thousands)

	Three months ended March 31,
	2010			2011
	Unaudited
Cash flows from operating activities:

Net income	$	560		$	559
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		384			693
Compensation related to options granted to employees		972			1,239
Decrease in trade receivables		3,500			2,782
Increase in other accounts receivable, prepaid expenses		(327	)		(1,940	)
Decrease (increase) in deferred taxes		(382	)		1,263
Increase in other long-term assets		(72	)		(25	)
Increase (decrease) in trade accounts payable		(281	)		819
Increase (decrease) in employee and payroll accruals		(370	)		1,733
Decrease in other payables		(257	)		(2,471	)
Increase in accrued severance pay and other employee accruals, net		298			147
Increase in accrued interest		(30	)		(151	)
Excess tax benefit from stock-based compensation		-			(968	)
Gain on disposal of property and equipment		(51	)		-

Net cash provided by operating activities		3,944			3,680

Cash flows from investing activities:

Investments in short-term deposits		(88	)		(43,140	)
Expiration of short-term deposits		-			34,538
Acquisition of business activity		-			(650	)
Purchase of property and equipment		(1,188	)		(2,188	)
Proceeds from sale of property and equipment		11			-

Net cash used in investing activities		(1,265	)		(11,440	)

Cash flows from financing activities:

Proceeds from exercise of stock options and warrants		207			1,708
Excess tax benefit from stock-based compensation		-			968

Net cash provided by financing activities		207			2,676

Increase (decrease) in cash and cash equivalents		2,886			(5,084	)
Effects of exchange rate changes on cash and cash equivalents		(97	)		138
Cash and cash equivalents at the beginning of the period		15,363			21,484

Cash and cash equivalents at the end of the period	$	18,152		$	16,538

	Three months ended September 30						Nine months ended September 30
	2009			2010			2009			2010
	Unaudited
Cash flows from operating activities:
Net income	$	1,945		$	988		$	3,850		$	4,423
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		319			508			896			1,350
Compensation related to options granted to employees		822			1,527			2,356			3,480
Decrease in trade receivables		129			2,523			1,538			833
Increase in other accounts receivable and prepaid expenses		(400	)		(459	)		(602	)		(1,701	)
Decrease (increase) in deferred taxes		200			(599	)		(201	)		(1,131	)
Decrease (increase) in other long-term assets		17			17			59			(41	)
Increase (decrease) in trade payables		36			84			(45	)		294
Increase (decrease) in employees and payroll accruals		(152	)		(646	)		353			(571	)
Increase (decrease) in other accounts payable		755			(661	)		780			(877	)
Increase (decrease) in accrued severance pay and other employee accruals, net		(58	)		58			(344	)		332
Decrease (increase) in accrued interest		(3	)		147			-			56
Gain on disposal of property and equipment		(11	)		-			(11	)		(50	)
Net cash provided by operating activities		3,599			3,487			8,629			6,397
Cash flows from investing activities:
Investments in marketable securities		(2,124	)		-			(2,124	)		-
Proceeds from redemption of marketable securities		343			-			543			-
Investment in short-term deposits		(17,150	)		(37,001	)		(17,650	)		(46,338	)
Expiration of short-term deposits		-			11,300			-			19,050
Restricted cash		(766	)		(423	)		(766	)		(2,080	)
Expiration of restricted cash		-			1,400			-			1,664
Purchase of property and equipment		(153	)		(805	)		(930	)		(3,191	)
Proceeds from sale of property and equipment		87			-			87			11
Net cash used in investing activities		(19,763	)		(25,529	)		(20,840	)		(30,884	)
Cash flows from financing activities:
Proceeds from initial public offering, net of costs		-			57,028			-			56,402
Proceeds from exercise of stock options and warrants		6			629			16			951
Net cash provided by financing activities		6			57,657			16			57,353
Increase (decrease) in cash and cash equivalents		(16,158	)		35,615			(12,195	)		32,866
Effects of exchange rate changes on cash and cash equivalents		(26	)		152			440			2
Cash and cash equivalents at beginning of period		30,589			12,464			26,160			15,363
Cash and cash equivalents at end of period	$	14,405		$	48,231		$	14,405		$	48,231
Supplemental disclosure of cash flow information:
Cash paid and received during the period for:
Income taxes paid	$	545		$	691		$	1,591		$	3,608
Income taxes received	$	1,098		$	-		$	1,098		$	-
Purchase of property and equipment	$	-		$	223		$	-		$	223

The accompanying notes are an integral part of the condensed consolidated financial statements.

MEDIAMIND TECHNOLOGIES INC. AND ITS SUBSIDIARIES

~~(FORMERLY~~CONSOLIDATED ~~EYEBLASTER,~~STATEMENTS ~~INC.)~~OF ~~AND~~CASH ~~ITS SUBSIDIARIES~~FLOWS

~~Condensed~~U.S. ~~Consolidated~~dollars ~~Financial~~in ~~Statements for the nine months and three months ended September 30, 2009 (unaudited) and 2010 (unaudited)~~thousands

U.S. dollars in thousands (except share and per share data)

	Three months ended March 31,
	2010		2011
	Unaudited
Supplemental disclosure of cash flow information:

Cash paid during the period for:

Taxes on income paid	$	1,811	$	1,481

Interest paid on taxes on income		-	$	5

Income interest received	$	16	$	193

Non-cash activities:

Purchase of property and equipment	$	452	$	540

Acquisition of business activity	$	-	$	942

The accompanying notes are an integral part of the condensed consolidated financial statements.

NOTE 1:-

GENERAL

a. MediaMind Technologies Inc. ("the Company") is a global provider of digital advertising campaign management solutions to media agencies and advertisers. The Company provides its customers with an integrated campaign management platform ("MediaMind") that helps advertisers and agencies simplify the complexities of managing their advertising budgets across multiple digital media channels and formats, including online, mobile, rich media, in-stream video, display and search. MediaMind provides the Company’'s customers with the ability to plan, create, deliver, measure, track and optimize digital media campaigns. The Company markets its services through wholly-owned subsidiaries in Israel, the United Kingdom, France, Germany, Australia, Spain, Hong Kong, Japan, Mexico and Brazil. The subsidiaries provide marketing and distribution services for the Company's solutions and services to its customers worldwide.

~~The~~b. ~~Company~~On ~~markets~~March ~~its~~31, ~~services~~2011, ~~through~~the ~~wholly-owned~~Company ~~subsidiaries~~completed ~~in Israel,~~ the ~~United~~acquisition ~~Kingdom,~~of ~~France,~~its ~~Germany,~~selling ~~Australia,~~agent ~~Spain,~~in ~~Hong Kong~~Italy, ~~Japan,~~for ~~Mexico~~a ~~and~~total ~~Brazil.~~consideration ~~The~~of ~~subsidiaries~~$ ~~provide~~1,592, ~~marketing~~out ~~and~~of ~~distribution~~which ~~services~~$650 ~~for~~in ~~the~~cash ~~Company’s solutions~~ and ~~services~~$942 subject to ~~its~~future ~~customers worldwide~~performance.

bc. Initial Public Offering (“"IPO”"): On August 10, 2010 the Company completed the IPO of its Common stock on the Nasdaq Capital Market. The Company issued 5,413,703 shares of Common stock, including 413,703 shares derived from exercise of the underwriters' over-allotment at a price of $ 11.50 per share for total gross proceeds of $ 62,258 or approximately $ 55,962 in net proceeds after deducting underwriting discounts and commissions of $ 3,795 and other offering costs of $ 2,501. Immediately prior to closing of the IPO each outstanding Convertible Preferred Shares was converted into 2.1068 Common stock based on the than effective conversion rate calculated as of the closing date. As none of the holders of the preferred stocks chose to redeem its holdings rather than to convert, no holder was entitled to receive accretion specified in the preferred stocks' terms.

On August 10, 2010 the Company completed the IPO of its Common stock on the Nasdaq Capital Market. The Company issued 5,413,703 shares of Common stock, including 413,703 shares related to the exercise of the underwriters’ over-allotment at a price of $ 11.50 per share for total gross proceeds of $ 62,258 or approximately $ 55,936 in net proceeds after deducting underwriting discounts and commissions of $ 3,795 and other offering costs of $ 2,527 Immediately prior to closing of the IPO each outstanding Convertible Preferred Shares was converted into 2.1068 Common stock based on the than effective conversion rate.

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated financial statements are prepared according to United States generally accepted accounting principles ("U.S. GAAP").

a. Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.8

b. Interim financial information:

The Company has prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2009 included in the final prospectus filed by the Company with the Securities and Exchange Commission on August 10, 2010 relating to the Company’s Registration Statement on Form S-1/A (File No. 333-165379) for the Company’s IPO.

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

cb. ~~Principles~~Interim offinancial ~~consolidation~~information: The Company has prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2010 included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2010.

c. Principles of consolidation: The condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.

d. Fair value measurements: The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments: The carrying amounts reported in the balance sheet for cash and cash equivalents, bank deposits, trade receivables, other accounts receivable, trade payables and other accounts payable approximate their fair values due to the short-term maturities of such instruments. The Company measures the fair value based on guidance of ASC 820, "Fair Value Measurements and Disclosures", which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

~~The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:~~9

~~The~~NOTE carrying amounts reported in the balance sheet for cash and cash equivalents, bank deposits, trade receivables, other accounts receivable, trade payables and other accounts payable approximate their fair values due to the short2:-~~term~~ ~~maturities~~SIGNIFICANT ofACCOUNTING ~~such~~POLICIES ~~instruments~~(Cont.)

The Company measures the fair value based on guidance of ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 describes three levels of inputs that may be used to measure fair value as follows:

Level 1 - quoted prices in active markets for identical assets or liabilities;

Level 2 -

significant other observable inputs based on market data obtained from sources independent of the reporting entity;

Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) .

During the year ended December 31, ~~2009~~2010 and the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010~~2011 (unaudited), no impairment losses were identified.

NOTE 3:- ~~INCOME~~STOCKHOLDERS' ~~TAXES~~EQUITY

~~The~~a. ~~Company~~Stock issplit: ~~under~~On ~~audit~~July by23, 2010, the ~~Internal~~Company's ~~Revenue~~Board ~~Service~~of Directors and ~~various~~Stockholders ~~other~~approved ~~tax~~an ~~authorities.~~amendment ~~The~~to ~~Company~~its ~~has~~Certificate ~~reserved~~of ~~for~~Incorporation ~~potential~~("the ~~adjustments~~Amendment") to ~~our~~affect ~~provision~~the ~~for~~2:1 ~~income~~stock ~~taxes~~split. ~~that~~Following ~~may~~the ~~result~~Amendment ~~from~~and ~~examinations~~until ~~by,~~the orclosing ~~any~~of ~~negotiated~~the ~~agreements~~IPO ~~with,~~on ~~these~~August ~~tax~~10, ~~authorities~~2010, ~~and~~ the Company's ~~believes~~authorized ~~that~~shares ~~the~~consisted ~~final outcome~~ of ~~these~~19,200,000 ~~examinations~~shares orof ~~agreements~~Common ~~will~~stock ~~not~~and ~~have~~2,100,000 ashares ~~material effect on Company's results~~ of ~~operations~~Preferred stock. IfAfter ~~events~~the ~~occur~~closing ~~which indicate payment~~ of ~~these~~the ~~amounts is unnecessary~~IPO, the ~~reversal~~Company offiled ~~the~~an ~~liabilities~~Amendment ~~would~~and ~~result~~Restated inCertificate ~~the recognition~~ of ~~tax~~Incorporation ~~benefits in~~ ("the ~~period~~Second weAmendment"). ~~determine~~Following the ~~liabilities~~Second ~~are~~Amendment, nothe ~~longer necessary. If~~ Company's ~~estimates~~authorized ofshares ~~the~~consist ~~federal,~~of ~~state~~88,000,000 ~~and~~shares ~~foreign~~of ~~income~~Common ~~tax~~stock ~~liabilities~~and ~~are less than the ultimate assessment~~1,000,000 ashares ~~further~~of ~~charge~~Preferred ~~to expense would result~~stock.

NOTE 4:- STOCKHOLDER' EQUITY

a. Stock Split:

On July 23, 2010, the Company’s Board of Directors and Stockholders approved an amendment to its Certificate of Incorporation (“the Amendment”) to affect the 2:1 stock split. Following the Amendment and until the closing of the IPO on August 10, 2010, the Company’s authorized shares consisted of 19,200,000 shares of Common stock and 2,100,000 shares of Preferred stock. After the closing of the IPO, the Company filed an Amendment and Restated Certificate of Incorporation ("the Second Amendment"). Following the Second Amendment, the Company’s authorized shares consist of 88,000,000 shares of Common stock and 1,000,000 shares of Preferred stock.

NOTE 4:- STOCKHOLDER' EQUITY (Cont.)

b. Stock options:

The following assumptions were used to estimate the fair value of the stock options granted during the three and nine months ended September 30, 2009 (unaudited) and 2010 (unaudited):

		Three months ended September 30						Nine months ended September 30
		2009			2010			2009			2010
	(Unaudited)
Risk free interest		2.46%-3.14	%		1.08%-2.62	%		2.46%-3.6	%		1.08%-5.33	%
Dividend yields		0	%		0	%		0	%		0	%
Volatility		80	%		59%-84	%		80%-85	%		59%-84	%
Expected term (in years)		4.8-7.0			4.4-8.4			4.8-7.0			4.4-8.4
Weighted average fair value of Common stock at grant date	$	6.53		$	10.35		$	5.48		$	11.04

The Company recognizes compensation expense for the value of its awards, net of estimated forfeitures.

Estimated forfeitures are based on actual historical pre-vesting forfeitures.

The following table sets forth the total stock-based compensation expense resulting from stock options included in the condensed consolidated statements of income.

	Three months ended September 30				Nine months ended September 30
	2009		2010		2009		2010
	(Unaudited)
Cost of revenues		6		3		19		11
Research and development expenses		148		275		431		653
Selling and marketing expenses		364		479		1,022		1,384
General and administrative expenses		304		770		884		1,432
Total stock-based compensation expense		822		1,527		2,356		3,480

The expected option term represents the period that the Company’s stock options are expected to be outstanding and was determined based on the simplified method permitted by SAB 110 as the average of the vesting period and the contractual term. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends.

NOTE 4:- STOCKHOLDER' EQUITY (Cont.)

A summary of employee option activity under the Company’s equity incentive plans as of January 1, 2010 and changes during the nine months ended September 30, 2010 are as follows:

	Number of options			Weighted average exercise price		Weighted average remaining contractual term (years)		Aggregate intrinsic value
Outstanding at January 1, 2010		6,092,822		$	4.53
Granted		434,500		$	15.92
Exercised		(293,982	)	$	3.18
Forfeited and cancelled		(325,182	)	$	6.07
Outstanding at September 30, 2010		5,908,158		$	5.35		6.68	$	49,934
Vested and expected to vest at September 30, 2010		5,307,560		$	4.85		6.41	$	47,791
Exercisable at September 30, 2010		4,252,092		$	3.94		5.89	$	41,905

The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2010 was $ 8.7. The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders exercised their options on September 30, 2010. This amount changed, based on the fair value of the Company’s Common stock. As of September 30, 2010, there were approximately $ 6,277 of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Company’s equity incentive plan. That cost is expected to be recognized over a weighted-average period of 2.62 years. The total grant-date fair value of vested options for the nine months ended September 30, 2010, was approximately $ 16,773.

The total intrinsic value of options exercised during the nine months ended September 30, 2010 was $ 2,282.

NOTE 43:- ~~STOCKHOLDER~~STOCKHOLDERS' EQUITY (Cont.)

~~The~~b. Stock options: ~~outstanding~~The ~~under~~following ~~the~~assumptions ~~Company’s~~were ~~equity~~used ~~incentive~~to ~~plan~~estimate asthe fair value of ~~September~~the ~~30,~~stock ~~2010,~~options ~~have~~granted ~~been~~during ~~separated~~the ~~into~~three ~~exercise~~months ~~prices~~ended asMarch ~~follows~~31, 2010 (unaudited) and 2011 (unaudited):

Exercise price	Options outstanding as of September 30, 2010		Weighted average remaining contractual life (years)		Weighted average exercise price		Options exercisable as of September 30, 2010		Weighted average exercise price of exercisable options
	Three months ended March 31,
(unaudited)
	2010		2011
$ 0.001		314,758		1.06	$	0.001		314,758	$	0.001
	Unaudited
$ 0.005		349,872		1.34	$	0.005		349,872	$	0.005
Risk free interest		4.43%-5.33%		1.99%-2.72%
$ 1.35		285,318		3.90	$	1.35		285,318	$	1.35
Dividend yields		0%		0%
$ 1.94		11,000		4.34	$	1.94		11,000	$	1.94
Volatility		80%		64%-74%
$ 2.00		38,034		3.41	$	2.00		38,034	$	2.00
Expected term (in years)		5-7		5.04-7
$ 2.10		44,000		4.63	$	2.10		44,000	$	2.10
Weighted average fair value of Options at grant date		$11.16		$8.02
$ 2.13		353,720		5.25	$	2.13		353,720	$	2.13
$ 2.55		424,320		6.05	$	2.55		424,320	$	2.55
$ 5.11		840,744		8.46	$	5.11		375,578	$	5.11
$ 5.65		1,745,148		6.99	$	5.65		1,547,508	$	5.65
$ 6.32		261,824		7.10	$	6.32		157,778	$	6.32
$ 07.05		339,920		7.36	$	7.05		237,114	$	7.05
$ 8.75		465,000		9.12	$	8.75		104,858	$	8.75
$ 13.10		109,500		9.43	$	13.10		5,536	$	13.10
$ 16.87		325,000		9.78	$	16.87		2,698	$	16.87
		5,908,158						4,252,092

The Company recognizes compensation expense for the value of its awards, net of estimated forfeitures.

Estimated forfeitures are based on actual historical pre-vesting forfeitures.

The following table sets forth the total stock-based compensation expense resulting from stock options included in the condensed consolidated statements of income.

	Three months ended March 31,
	2010		2011
	Unaudited

Cost of revenues	$	4	$	9
Research and development expenses		188		252
Selling and marketing expenses		451		541
General and administrative expenses		329		437

Total stock-based compensation expense	$	972	$	1,239

NOTE 53:- ~~NET~~STOCKHOLDERS' ~~EARNINGS~~EQUITY ~~PER SHARE~~(Cont.)

~~The~~A ~~following~~summary ~~table~~of ~~sets~~employee ~~forth~~option activity under the ~~computation~~Company’s equity incentive plans as of ~~the~~January ~~basic~~1, 2011 and ~~diluted~~changes ~~earnings~~during ~~per~~the ~~share~~three months ended March 31, 2011 are as follows:

a. Numerator

	Number of options			Weighted average exercise price		Weighted average remaining contractual term (years)		Aggregate intrinsic value

Outstanding at January 1, 2011		6,129,506			5.74
Granted		569,000			15.08
Exercised		(374,796	)		4.56
Forfeited and cancelled		(24,049	)		12.10

Outstanding at March 31, 2011 (unaudited)		6,299,661			6.59		6.62		47,100

Vested and expected to vest at March 31, 2011 (unaudited)		5,762,087			6.06		6.39		45,839

Exercisable at March 31, 2011 (unaudited)		4,338,049			4.34		5.56		41,197

	Three months ended September 30						Nine months ended September 30
	2009			2010			2009			2010
	(Unaudited)
Net income as reported		1,945			988			3,850			4,423
Deduct:
Accretion of series A-1 Preferred stock dividend preference		(483	)		(243	)		(1,126	)		(1,292	)
Numerator for basic net earnings per share of Common stock		1,462			745			2,724			3,131
Add:
Series A-1 Preferred stock dividend preference		483			-			1,126			-
Numerator for diluted net earnings per share of Common stock		1,945			745			3,850			3,131

The aggregate intrinsic value in the table above represents the total intrinsic value of in-the-money options that would have been received by the option holders had all option holders exercised their options on March 31, 2011. This amount changed, based on the fair value of the Company’s Common stock. As of March 31, 2011, there were approximately $ 10,093 of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Company’s equity incentive plan. That cost is expected to be recognized over a weighted-average period of 3.15 years. The total grant-date fair value of vested options for the three months ended March 31, 2011, was approximately $ 18,840 (unaudited).

The total intrinsic value of options exercised during the three months ended March 31, 2011 was $ 3,011 (unaudited).

NOTE 53:- ~~NET~~STOCKHOLDERS' ~~EARNINGS~~EQUITY ~~PER SHARE~~ (Cont.)

b.The ~~Denominator~~options ~~(in~~outstanding ~~thousands~~under the Company’s equity incentive plan as of March 31, 2011 (unaudited), have been separated into exercise prices as follows:

		Three months ended September 30								Nine months ended September 30
Exercise price				Options outstanding as of March 31, 2011				Weighted average remaining contractual life (years)				Weighted average exercise price				Options exercisable as of March 31, 2011		Weighted average exercise price of exercisable options
		2009				2010				2009				2010
$	0.001				285,236				0.56			$	0.001				285,236	$	0.001
		(Unaudited)
$	0.005				340,036				0.81			$	0.005				340,036	$	0.005
Weighted average number of shares of Common stock			8,398				13,923				8,394				10,322
$	1.35				274,284				3.36			$	1.35				274,284	$	1.35
Denominator for basic income per share of Common stock			8,398				13,923				8,394				10,322
$	1.94				6,000				3.84			$	1.94				6,000	$	1.94
Add:
$	2.00				16,962				4.08			$	2.00				16,962	$	2.00
Employee stock options and warrants			1,435				3,095				1,446				3,265
$	2.10				40,000				4.57			$	2.10				40,000	$	2.10
Series A-1 Preferred stock conversion			4,359				-				4,359				-
$	2.13				345,720				4.75			$	2.13				345,720	$	2.13
Denominator for diluted income per share of Common stock			14,192				17,018				14,199				13,587
$	2.55				378,220				5.26			$	2.55				378,220	$	2.55
$	5.11				797,032				7.93			$	5.11				451,790	$	5.11
$	5.65				1,589,156				6.50			$	5.65				1,539,682	$	5.65
$	6.32				230,806				6.51			$	6.32				163,972	$	6.32
$	7.05				277,438				6.23			$	7.05				219,940	$	7.05
$	8.75				457,720				8.61			$	8.75				171,202	$	8.75
$	13.10				108,860				8.93			$	13.10				29,438	$	13.10
$	13.45				292,783				9.65			$	13.45				19,791	$	13.45
$	14.95				125,000				9.82			$	14.95				5,216	$	14.95
$	15.12				444,000				9.80			$	15.12				18,102	$	15.12
$	16.88				290,408				8.99			$	16.88				32,458	$	16.88
					6,299,661												4,338,049

For the nine and three months ended September 30, 2009 (unaudited) and 2010 (unaudited), the Company had outstanding convertible Preferred stock and stock options to purchase Common stock, which were not included in the calculation of Diluted EPS due to the anti-dilutive nature of these instruments in the following amounts:

	Three months ended September 30				Nine months ended September 30
	2009		2010		2009		2010
	(Unaudited)
Series A-1 Preferred stock		-		4,359		-		4,359
Options to purchase Common stock		3,174		434		3,747		434

NOTE 64:- ~~GEOGRAPHIC~~NET ~~INFORMATION~~EARNINGS PER SHARE The following table sets forth the computation of the basic and diluted earnings per share:

Numerator

	Three months ended March 31,
	2010			2011
	Unaudited

Net income as reported	$	560		$	559

Deduct:

Accretion of series A-1 Preferred stock dividend preference		(518	)		-

Numerator for basic and diluted net income per share of Common stock	$	42		$	559

Denominator (in thousands)

Weighted average number of shares of Common stock	8,459	18,648
Denominator for basic income per share of Common stock	8,459	18,648

Add:

Employee stock options and warrants	2,844	3,127

Denominator for diluted income per share of Common stock	11,303	21,775

The total numbers of options to purchase Common stock excluded from the calculation of Diluted EPS, as they would have an anti-dilutive effect were 74 and 1,261 for the three months ended March 31, 2010 (unaudited) and 2011 (unaudited), respectively.

NOTE 5:-

GEOGRAPHIC INFORMATION

The Company applies ASC 280, “Segment Reporting” (formerly: SFAS No. 131 “Disclosures about Segments of an Enterprise and Related Information.”) The Company operates in one reportable segment (see Note 1 for a brief description of the Company’s business).

Revenues by geographical area are based on the address of the agency. The following table sets forth revenues by geographic area:

	Three months ended September 30				Nine months ended September 30
	Three months ended March 31,
	2009		2010		2009		2010
	2010		2011
	(Unaudited)
	Unaudited
Revenues:
Unites States		4,388		5,173		10,672		15,112
United States	$	4,142	$	5,552
Europe, Middle East and Africa (EMEA) (excluding U.K)		5,173		6,064		14,857		19,668
Europe, Middle East and Africa (EMEA) (excluding United Kingdom)		5,799		6,052
U.K		2,401		2,165		8,037		7,852
United Kingdom		2,482		2,638
Asia Pacific (APAC)		2,~~434~~586		3,~~050~~322		~~6,639~~		~~8,690~~
Latin America		~~565~~637		~~929~~791		~~1,405~~		~~2,493~~
Canada		~~270~~355		~~340~~523		~~1,033~~		~~1,131~~
		15,231		17,721		42,643		54,946
	$	16,001	$	18,878

NOTE 5:-

GEOGRAPHIC INFORMATION (Cont.)

The following table sets forth long-lived assets by geographic area:

	December 31,		~~September~~March 3031,
	2009		2010
	2010		2011
			(Unaudited)
			Unaudited
Long-lived assets:
United States	$	~~861~~2,165	$	23,~~278~~086
Europe		~~437~~503		~~541~~514
Israel		12,~~005~~179		13,~~598~~216
Other		~~124~~167		~~138~~250
	$	25,~~427~~014	$	47,~~555~~066

The Company has one major customer that accounted for more than 10% of revenues during all periods presented. While this customer is the major media agency from which the Company generates revenues, it is also a web publisher that acts in certain cases as the paying customer for other media agencies that purchase the Company’s services.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010 (unaudited) and ~~2010~~2011 (unaudited), this major customer as a media agency accounted for approximately 149%, and 75% of the Company’s revenues, respectively. In addition, as the paying customer of other media agencies it accounted for approximately 108% and 86%, aggregating to a total of 2417% and 1511% for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010 (unaudited) and ~~2010~~2011 (unaudited), respectively.

14NOTE 6:- DERIVATIVE INSTRUMENTS

~~NOTE~~The ~~7:-~~Company ~~DERIVATIVE~~recognized ~~INSTRUMENTS~~a net gain from its currency forward transactions of $71 and $ 84 during the three months ended March 31, 2010 (unaudited) and 2011 (unaudited) respectively.

~~The~~An ~~Company~~amount ~~recognized a net gain from its currency forward transactions~~ of $61 15 and $ 7773 ~~during~~was ~~the~~offset ~~nine~~against ~~months~~operating ~~ended~~expenses ~~September 30, 2009 (unaudited) and 2010 (unaudited) respectively, and a net gain from its currency forward transactions of $ 73 and $ 14~~ during the three months ended ~~September~~March 3031, ~~2009~~2010 (unaudited) and ~~2010~~2011 (unaudited), respectively.

An amount of $10 ~~63, $ 77~~ and $ 5 11 was ~~offset~~included ~~against~~in ~~operating~~financial ~~expenses during the nine months ended September 30~~income, ~~2010~~net ~~(unaudited) and~~ during the three months ended ~~September~~March 3031, ~~2009~~2010 (unaudited) and ~~2010~~2011 (unaudited), respectively~~, and an amount of $ 1 was added to operating expenses during the nine months ended September 30, 2009 (unaudited)~~.

AnThe ~~amount~~Company ofrecorded $accumulated ~~16,~~other $comprehensive 14income ~~and~~in $the 9amount ~~was~~of ~~included~~$140 inand ~~financial~~$ 277 ~~income, net~~ during the ~~nine~~three months ended ~~September~~March 3031, ~~2009 (unaudited) and~~ 2010 (unaudited) and ~~the~~2011 ~~three months ended September 30, 2010~~ (unaudited), respectively,. ~~and~~Such an amount ofwill $be 4recorded ~~was~~in ~~offset~~earnings ~~from the financial income, net~~ during the ~~three~~next ~~months~~12 ~~ended September 30, 2009 (unaudited)~~months.

The Company recorded accumulated other comprehensive income in the amount of $ 160 and $ 175 during the nine months ended September 30, 2009 (unaudited) and 2010 (unaudited), respectively and in the amount of $ 129 and $ 335 during the three months ended September 2009 and 2010 (unaudited), respectively. Such amount will be recorded in earnings during the next 12 months.

NOTE 8: COMMITMENTS AND CONTINGENCIES

Commitments:

In April 2010, the Company signed an agreement to lease new offices for its subsidiary in Israel. The agreement term is for 10 years (out of which 7.25 years are non cancelable) and the Company expects to pay under this new lease agreement an amount of approximately $ 1,730 per year.

Litigation:

During the three months ended September 30, 2010, the Company has settled a claim against an insurance company to cover litigation expenses related to an old lawsuit which was previously settled. The total income recognized by the Company during the three months ended September 30, 2010 was an amount of $ 502.

NOTE 9: MARKETABLE SECURITIES

Marketable securities with contractual maturities of one year through five years are as follows:

	December 31, 2009
	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Corporate debentures	$	2,077	$	29	$	-	$	2,106

	September 30, 2010
	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
			(Unaudited)
Corporate debentures	$	2,051	$	66	$	-	$	2,117

The unrealized gains in the Company’s investments in held-to-maturity marketable securities were mainly caused by interest rate changes. The contractual cash flow of these investments are issued by highly rated corporations. Accordingly, it is expected that the securities will not be settled at a price of less than the amortized cost of the Company’s investments.

In accordance with ASC 820, the Company measures its marketable securities at fair value. Marketable securities are classified within Level 1 and are thus valued using quoted market prices.

NOTE 7: MARKETABLE SECURITIES

Marketable securities with contractual maturities of one year through five years are as follows:

	December 31, 2010
	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value

Corporate debentures	$	2,043	$	55	$	-	$	2,098

	March 31, 2011 (unaudited)
	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value

Corporate debentures	$	2,035	$	52	$	-	$	2,087

The unrealized gains in the Company's investments in held-to-maturity marketable securities were mainly caused by interest rate changes. The contractual cash flow of these investments are issued by highly rated corporations. Accordingly, it is expected that the securities will not be settled at a price of less than the amortized cost of the Company's investments.

In accordance with ASC 820, the Company measures its marketable securities at fair value. Marketable securities are classified within level 1 and are thus valued using quoted market prices.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

The following discussion should be read in conjunction with our consolidated financial statements and the related notes included thereto. This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those set forth in the in Part II – Item 1A – “Risk Factors” of this Form 10-Q.

Overview

We are a leading global provider of digital advertising campaign management solutions to advertising agencies and advertisers. Our goal is to enable advertisers to engage consumers of digital media with more impact and efficiency.

Our integrated campaign management platform, MediaMind, helps advertisers and agencies simplify the complexities of managing their advertising budgets across multiple digital media channels and formats, including online, mobile, rich media, in-stream video, display and search. MediaMind provides our customers with an easy-to-use, end-to-end solution to enhance planning, media buying, creative development, delivery, measurement and optimization of digital media campaigns. As a result, our customers are able to enhance brand awareness, strengthen communications with their customers, increase website traffic and conversion, and improve online and offline sales. Our solutions are delivered through a scalable technology infrastructure that allows delivery of digital media advertising campaigns of any size.

We have been in the digital marketing solutions market since our founding in September 1999 and began recognizing revenues in 2001. Since then, we have increased our revenues every year through increased market share, the introduction of new products and geographic expansion.

We became profitable in 2002 and our scalable operating model has enabled us to improve our profitability through 2009, while continuing to invest for future growth. In 2009, despite challenging economic conditions and pricing pressure, we were able to increase our revenues and profits through growth in our customer base, significant growth in the volume of impressions delivered and the introduction of new services. We continued to increase our revenues in the nine months ended September 30, 2010, through growth in our customer base, growth in the volume of impressions delivered and the introduction of new services. We do not have any debt.

Our Revenues and Expenses

Revenues

We derive our revenues from customers who pay fees to create, execute and measure digital advertising campaigns on MediaMind, our integrated campaign management platform.

Our primary pricing model is based on cost per thousand impressions (“CPM”) delivered by our platform. An “impression” is a single instance of sending an advertisement for display on a web browser or other connected Internet application. Under our primary pricing model, our revenue is the result of multiplying the volume of impressions delivered by the applicable CPM rates. Therefore, we consider growth in the volume of impressions delivered to be a key indicator of our financial condition and operating performance. We have benefited from significant growth in the volume of impressions delivered over time.

Our CPM rates vary based upon a number of factors, including the ad format, the media channel in which the ad is delivered and the geographical location of our customers. Certain of our formats, including rich media and video, generate higher CPMs than others, such as standard display (static design) ads. We do not track our aggregate blended CPM rate since we have found that it does not serve as a meaningful metric due to the variance between the relative volume of impressions delivered in different formats over different periods.

As in many technology businesses, prices in our industry decrease over time for ads delivered in long-existing formats as newer formats gain in popularity. Our ability to provide new and enhanced formats, which can be priced at higher CPM rates than long-existing formats, is important to ensuring that we are able to continue generating revenue and profit growth.

In addition to our focus on delivering new and enhanced CPM formats, we are also focused on growing the standard display and tracking pixel format ~~portion~~portions of our business, which ~~has~~have grown rapidly in recent years, as part of our strategy to have our customers use us as their full campaign management ~~solution~~platform. By providing a full suite of solutions, including standard display and tracking pixels, our platform becomes a focal point for the advertiser’s data and we are able to deliver more impressions, increase our market share and increase our exposure to new and existing customers, thereby creating additional opportunities for upselling of ~~our~~data driven solutions. ~~While~~Standard ~~standard~~ display ads and tracking pixels generate lower revenues per impression, but greater volumes, when compared with rich media and video formats~~, they provide an incremental revenue stream to which we were not exposed before we implemented this strategy~~. The addition and growth of standard display and tracking pixels has not impacted our gross margins and we do not expect it to ~~impact~~do ~~gross~~so ~~margins~~ in the near future.

1718

In certain circumstances, we charge fees that are based on a charge for each click-through, which we refer to as cost per click or CPC. These fees accounted for approximately 2% of our revenues in the ~~nine~~three months ended ~~September 30~~March 31, ~~2010~~2011 and ~~2009~~2010.

Media agencies are the paying parties for the majority of our services, but in some cases other parties, including publishers or advertisers, may pay our fees. In all cases, our fees cover use of our platform and tools by all parties involved in the campaign, including creative agencies, media agencies and publishers, irrespective of the paying party.

We monitor a number of additional metrics that we consider to be important revenue drivers, including:

•● Any change in the number of advertisers using our services.

•● The extent to which our customers use our services. Customers may choose to adopt MediaMind as an end-to-end solution for all campaigns they run and across different channels of digital media they use (which customers we refer to as “platform customers”), or they can select MediaMind to run specific campaigns on a specific channel or specific publisher, or may only use us for a portion of the services that we offer (which customers we refer to as “non-platform customers”). Our customer engagements, with both platform and non-platform customers, could be pursuant to long-term agreements (usually twelve months) or on a per-campaign basis. We believe platform customers are more likely to buy additional services from us as they have increased exposure to the value of the capabilities and services that we provide. We have increased our revenues in standard display ~~ads~~and tracking pixels, as a result of a strategy to provide additional services to existing platform customers. As an indicator for our progress in penetrating the platform category, we measure growth in volume of standard banners and tracking pixels, formats that customers manage from their end-to-end platform of choice. In 2010 relative to the prior year we have increased our volume of standard display and basic rich media impressions by 63% and our volume of tracking pixel impressions by 117%. In the three months ended March 31, 2011 relative to the prior quarter we have increased our volume of standard display and basic rich media impressions by 68% and our volume of tracking pixel impressions by 106%. Another aspect of service utilization which we measure is the penetration and growth of our data driven products, which include our solutions for planning and buying, ad exchange trading, dynamic creative optimization, search engine analytics and tracking pixels. In the three months ended March 31, 2011 relative to the prior quarter we have increased the revenue from data driven products by 124%.

•● The geographic distribution of our revenues. WeIn ~~deliver~~2010 we delivered campaigns across publishers in 5964 countries and believe that geographic diversification is an important strength. In the ~~nine~~three months ended ~~September~~March ~~30,~~31 ~~2010 and 2009~~2011, 5046% ~~and 54%~~ of our revenues were from Europe, the Middle East and Africa (“EMEA”), 3032% ~~and 27%~~ were from North America, 1618% were from Asia Pacific and 4% were from Latin America In 2010, 50% of our revenues were from EMEA, 30% were from North America, 15% were from Asia Pacific and 35% were from Latin America. In some territories, we sell our services ~~utilizing~~through local selling agents. We generally add a local selling agent in new territories where weour ~~believe~~exposure ~~that~~to wethe ~~will~~market beand ~~able~~its topotential ~~achieve~~is ~~faster~~limited. ~~penetration~~We ~~utilizing~~have a proven track record in growing our global presence through acquisitions of our successful local selling ~~agent~~agents ~~than~~and ~~through~~we have done so in the ~~buildout~~Spanish ofand Australian markets. During Q1 2011 we acquired our ~~own~~reselling ~~infrastructure~~partner in Italy.

• Our estimated market share relative to the addressable campaign management opportunity. We measure the total digital media that our clients manage through our solutions and the estimated share that it represents of total digital media spend. Based on our estimates, we have gained market share in recent years.

We do not have any deferred revenues or backlog because we generally recognize revenues at the time the advertising impressions are delivered or click-through occurs.

Cost of Revenues

Cost of revenues primarily consists of fees we pay to service providers that enable the delivery of advertising campaigns online, principally Akamai, a provider of caching and web acceleration services. The fees include monthly fixed fees and additional fees that are paid in proportion to the bandwidth that is used or the number of impressions that we deliver. Cost of revenues also includes the cost of media of our new ad exchange trading product, Smart Trading and depreciation expense relating to our servers, which are located in several data centers around the world, and which enable us to better support campaign delivery on a global basis, as well as the ongoing maintenance cost of our servers.

Cost of revenues may increase as a percentage of revenues in future periods, as a result of forecasted increases in Smart Trading sales which carry a different gross margin profile.

Operating Expenses

Operating expenses consist of selling and marketing expenses, research and development expenses, and general and administrative expenses. The largest component of our expenses is personnel costs, which were approximately 6669% and 68% of our operating expenses in the ~~nine~~three months ended ~~September~~March ~~30,~~31 ~~2009~~2011 and ~~65%~~ in ~~the nine months ended September 30~~2010, ~~2010~~respectively. Personnel costs consist of salaries, benefits, and incentive compensation for our employees, including commissions for sales people as well as stock based compensation expenses. Personnel costs are categorized in our statements of operations based on each employee’s principal function.

18Research and development expenses primarily consist of costs for personnel involved in research and development activities. Selling and marketing expenses primarily consist of costs related to sales and marketing personnel and commissions paid to our local selling agents. General and administrative expenses primarily consist of personnel costs for HR, Finance, Legal and Operations personnel, as well as other expenses such as accounting and legal expenses.

Research and development expenses primarily consist of costs for personnel involved in research and development activities. Selling and marketing expenses primarily consist of costs related to sales and marketing personnel, as well as branding and advertising expenditures and commissions paid to our local selling agents. General and administrative expenses primarily consist of personnel costs for our management, as well as other expenses such as accounting and legal expenses.

We believe that our general and administrative expenses will increase as a result of having become a public company. This increase will be due to the cost of filing annual and quarterly reports with the SEC, increased audit fees, consulting fees, investor relations, directors’ fees, directors’ and officers’ insurance, legal fees, printer and transfer agent fees and other costs that we did not incur as a private company.

Financial Income, net

In addition to our ~~operating~~ revenues and operating expenses, we record financial income or expenses, net, which to date has consisted primarily of interest income earned on our cash and cash equivalents, long term deposits and marketable securities and foreign currency translation gains and losses.

Income Taxes

We also record income tax expenses. Our consolidated provision for income taxes and deferred tax assets and liabilities is computed based on a combination of the United States tax rates on our United States income, the Israeli tax rates on our Israeli income, as well as the tax rates of other jurisdictions where we conduct business. We indirectly own all of our subsidiaries through our wholly-owned subsidiary, MediaMind Technologies Ltd. (formerly Eyeblaster Ltd.), an Israeli company. The standard corporate tax rate for Israeli companies ~~in 2006~~ was ~~31% of their taxable income. It declined to 29% in 2007,~~ 27% in 2008, 26% in 2009, 25% in 2010 and is scheduled to gradually decline to 24% in 2011, 23% in 2012, 22% in 2013, 21% in 2014, 20% in 2015 and 18% in 2016 and thereafter. However, the effective tax rate payable by a company that derives income from an “Approved Enterprise” or a “Privileged Enterprise” designated as set forth under the Investment Law may be less in certain cases. Some of our investments in Israeli facilities have been granted “Approved Enterprise” status by the Investment Center in the Israeli Ministry of Industry Trade and Labor. In addition, we have elected to treat some of our investments in Israeli facilities as a “Privileged Enterprise” under the Law for Encouragement of Capital Investments, 1959, or the Investment Law.

Since part of our taxable income in Israel is not entitled to tax benefits under the Investment Law and is taxed at the regular tax rate, our effective tax rate is the result of a weighted combination of the various applicable rates and tax exemptions, and the computation is made for income derived from each program on the basis of formulas specified in the Investment Law and in the applicable governmental approvals.

Recently, new legislation amending the Investment Law was adopted. Under this new legislation, a uniform corporate tax rate will apply to all qualifying income of certain Industrial Companies, as opposed to the current law’s incentives, which are limited to income from Approved Enterprises during their benefits period. Under the new law, the uniform tax rate will be 10% in areas in Israel designated as Development Zone A and 15% elsewhere in Israel during 2011-2012, 7% and 12.5%, respectively, in 2013-2014, and 6% and 12%, respectively thereafter. The profits of these Industrial Companies will be freely distributable as dividends, subject to a 15% withholding tax (or lower, under an applicable tax treaty).

Under the transition provisions of the new legislation, we may decide to irrevocably implement the new law while waiving benefits provided under the current law or to remain subject to the current law. Changing from the current law to the new law is permitted at any time.

Accretion of Preferred Stock Dividends

In periods prior to ~~the~~our IPO in ~~Aug~~August 2010, we have also recognized accretion of preferred stock dividends relating to our outstanding preferred stock. All of our preferred stock was converted into common stock immediately upon the IPO, hence we will no longer recognize such accretion in future periods.

Acceleration of Stock Option Expense Upon IPO

Upon the IPO, options to purchase 147,844 shares of common stock held by certain of our executive officers vested immediately and options to purchase additional 147,844 shares of common stock held by certain of our executive officers have and will continue to vest in ~~maximum~~ twelve equal monthly installments following the IPO, of which 15204,~~052~~224 shares ofvested ~~common~~in ~~stock~~2010 ~~were~~(including the options that vested immediately upon the IPO) and 41,328 shares vested in the ~~third~~three ~~quarter~~months ofended ~~2010~~March 31, 2011. As a result, we recorded stock-based compensation expenses of $~~588~~142,~~546~~ 486 in the ~~third~~three ~~quarter~~months ofended ~~2010~~March 31, 2011, and we will record an additional aggregate amount of $~~442~~157,~~343~~370 of stock-based compensation expenses ~~until~~in ~~the~~2011 ~~third~~related ~~quarter~~to ofsuch ~~2011~~issuances.

Results of Operations

The following table sets forth our results of operations as a percentage of revenues for the periods indicated:

	Three Months Ended September 30										Nine Months Ended September 30,
	Three Months Ended March 31
	2009					2010					2009						2010
	2010					2011
	Amount		% of ~~revenues~~			Amount		% of ~~revenues~~			~~Amount~~			~~% of revenues~~			~~Amount~~		~~% of revenues~~
											(unaudited)
			revenues					revenues
Revenues	$	1516,~~231~~001		100	%	$	1718,~~721~~878		100	%	$	~~42,643~~			~~100~~	%	$	~~54,946~~		~~100~~	%
Cost of revenues		~~819~~881		56			1,~~000~~568		68			~~2,468~~			6			~~2,942~~		5
Gross profit	$	1415,~~412~~120		9594	%	$	1617,~~721~~310		9492	%	$	~~40,175~~			94	%				95	%
Operating expenses:
Research and development	$	12,~~795~~261		1214	%	$	2,~~373~~952		1316	%	$	~~5,048~~			12	%	$	~~6,871~~		13	%
Selling and marketing		910,~~134~~048		6063			11,~~281~~565		6461			~~25,197~~			59			~~32,883~~		60
General and administrative		1,~~448~~975		1012			2,~~359~~387		13			~~4,587~~			11			~~6,215~~		11
Operating expenses		1214,~~377~~284		8289			16,~~013~~904		90			~~34,868~~			82			~~45,969~~		84
Operating income		~~2,035~~836		135			~~708~~406		42			~~5,307~~			12			~~6,035~~		11
Financial income (expenses), net		528		4			771		4			(86	)		0			294		1
Financial income, net		82		1			393		2
Income before income taxes		2,563		17			1,479		8			5,221			12			6,329		12
Income before taxes on income		918		6			799		4
Income taxes		618		4			491		3			1,371			3			1,906		4
Taxes on income		358		2			240		1
Net income	$	~~1,945~~560		134	%	$	~~988~~559		53	%	$	~~3,850~~			9	%	$	~~4,423~~		8	%

2021

Three Months Ended ~~September~~March 3031, ~~2010~~2011 Compared to Three Months Ended ~~September~~March 3031, ~~2009~~2010

Revenues

The following table sets forth our revenues during each of the three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010 by geographic area:

	2009					2010					Period over Period Change
	2010					2011					Quarter over
	Amount		% of revenues			Amount		% of revenues			Quarter Change
			(unaudited)
	(unaudited) (U.S. dollars in thousands, except percentages)
	(U.S. dollars in thousands, except percentages)
EMEA
United Kingdom	$	2,~~401~~142		16	%	$	2,~~165~~638		1214	%	$	~~(236~~156	)	~~(10~~6	)%
Other		5,~~173~~799		3436			6,~~064~~052		3532			~~891~~253		174
Total EMEA		78,~~574~~281		5052			8,~~229~~690		4746			~~655~~409		95
North America
United States		4,~~388~~142		2926			5,~~173~~552		29			~~785~~1,410		1834
Canada		~~270~~355		12			~~340~~523		23			70168		2647
Asia Pacific (APAC)		2,434		16			3,050		17			616		25
Total North America		4,497		28			6,075		32			1,578		35
Latin America		565		4			929		5			364		64
Asia Pacific		2,586		16			3,322		18			736		28
	$	15,231		100	%	$	17,721		100	%	$	2,490		16	%
Latin America		637		4			791		4			154		24
	$	16,001		100	%	$	18,878		100	%	$	2,877		18	%

Revenues in the three months ended ~~September 30~~March 31, ~~2010~~2011 increased by $2.59 million, or 1618%, to $1718.79 million, compared to $1516.20 million in the three months ended ~~September 30~~March 31, ~~2009~~2010. The increase was attributable to increased revenue from our data driven products as well as the addition of new ~~advertising~~ customers and ~~higher~~increased ad volumes on both premium video and standard display impressions. In the three months ended March 31, 2011, we increased the number of advertisers we serviced by 36% compared to 2010. Our volume of standard display and basic rich media impressions grew by 68% compared to the same quarter last year. Our premium video-based rich media impressions grew by 41%. Tracking pixel impressions, which incorporate data from environments like social media and publisher-served ads, grew 106% in the first quarter of 2011 compared to 2010. Data driven products grew 124% in the three months ended March 31, 2011, compared to the previous year, further demonstrating our momentum in this category.

In the three months ended ~~September 30~~March 31, ~~2010~~2011, werevenue ~~increased~~in ~~the~~EMEA, ~~number~~North ~~of advertisers we service by 32% compared to the three months ended September 30~~America, ~~2009.~~APAC ~~Our~~and ~~volume~~Latin ofAmerica ~~standard~~increased ~~display impressions grew by 76~~5% ~~compared to the same period last year~~, ~~which demonstrates the growth in share of our long term platform service agreements. Our premium video-based rich media impressions grew by 20~~35%, ~~while~~28% ~~basic~~and ~~rich media grew slightly above 2~~24%, ~~resulting in overall rich media impressions growth of 8%~~respectively.

In the three months ended September 30, 2010, revenue in North America, APAC and Latin America increased 18%, 25% and 64%, respectively. EMEA, which comprises the largest portion of our revenues, grew 9%, growth negatively affected by local economic conditions in the U.K. creating pressure on advertising budgets.

Cost of revenues and gross margin

The following table sets forth our cost of revenue in each of the three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010:

	2009			2010			Period over Period Change
	2010			2011			Quarter over Quarter Change
	(unaudited)
	(U.S. dollars in thousands, except percentages)
Cost of revenues		$	~~819~~881		$	1,~~000~~568		$	~~181~~687	2278	%

21Cost of revenues increased by $0.7 million, or 78%, to $1.6 million in the three months ended March 31, 2011 from $0.9 million in the three months ended March 31, 2010. While fees due to service providers decreased on a per impression basis, overall cost of revenues increased due to the significant increase in the volume of impressions we delivered. The increase in Cost of revenue is also a result of the cost of media related to our new Smart Trading product line and to an increase in the expenses associated with the operation of our data centers, including depreciation, following a material investment in our data centers in the three months ended March 31, 2011. Gross margin decreased as expected to 92% in the three months ended March 31, 2011 compared to 94% in the three months ended March 31, 2010. The decrease in gross margin relates primarily to the depreciation expenses related to our growth acceleration in investments as well as the growth of our new Smart Trading product line, which carries a different gross margin profile.

Cost of revenues increased by $0.2 million, or 22%, to $1.0 million in the three months ended September 30, 2010 from $0.8 million in the three months ended September 30, 2009. While fees due to service providers decreased on a per impression basis, overall cost of revenues increased due to the significant increase in the volume of impressions we delivered. Gross margin remained relatively flat at 94.4% in the three months ended September 30, 2010 compared to 94.6% in the three months ended September 30, 2009.

Operating expenses

The following table sets forth our operating expenses in each of the three months ended September 30, 2010 and 2009:

	2009		2010		Period over Period Change
	(unaudited)
	(U.S. dollars in thousands, except percentages)
Research and development	$	1,795	$	2,373	$	578	32	%
Selling and marketing		9,134		11,281		2,147	24
General and administrative		1,448		2,359		911	63
Total operating expenses	$	12,377	$	16,013	$	3,636	29	%

Research and development. Research and development expenses increased by $0.6 million, or 32%, to $2.4 million in the three months ended September 30, 2010, from $1.8 million in the three months ended September 30, 2009. The increase was primarily the result of growth in headcount, increase in stock-based compensation expenses attributable to the stock option vesting acceleration in the third quarter, in connection with our initial public offering, as aforementioned, and an increase in related costs for personnel associated with research and development activities including training, and overhead expenses. Research and development expenses as a percentage of revenues increased from 12% in the three months ended September 30, 2009 to 13% in the three months ended September 30, 2010.

Selling and marketing. Selling and marketing expenses increased by $2.1 million, or 24%, to $11.3 million in the three months ended September 30, 2010. The increase was primarily attributable to an increase in compensation expenses relating to growth in headcount associated with supporting the revenue increase in the three months ended September 30, 2010 compared with the three months ended September 30, 2009. The increase in selling and marketing expenses was also attributable to a substantial investment in sales and service capacity in emerging APAC markets to accelerate future growth and to an increase in other selling and marketing expenses, including increased commissions paid to selling agents, travel, training, recruiting and depreciation. Selling and marketing expenses as a percentage of revenues increased to 63.7% in the three months ended September 30, 2010, from 60.0% in the three months ended September 30, 2009.

General and administrative. General and administrative expenses increased by $0.9 million, or 63%, to $2.4 million in the three months ended September 30, 2010, from $1.5 million in the three months ended September 30, 2009. This increase was primarily due to an increase in headcount and salaries attributable to an increase in compensation expenses relating to growth in headcount associated with supporting the company becoming public. In addition, we increased the stock-based compensation expenses in relation to the stock option vesting acceleration in the third quarter, in connection with our initial public offering, as aforementioned. This increase was partially offset by a $0.5 million reimbursement of legal fees incurred over the years 2007 and 2008, as a result of a settlement between us and our insurance carrier regarding our entitlement to reimbursement. General and administrative expenses as a percentage of revenues increased to 13% in the three months ended September 30, 2010, from 10% in the three months ended September 30, 2009.

Operating expenses

The following table sets forth our operating expenses in each of the three months ended March 31, 2011 and 2010:

	2010		2011		Quarter over Quarter Change
	(unaudited)
	(U.S. dollars in thousands, except percentages)
Research and development	$	2,261	$	2,952	$	691	31	%
Selling and marketing		10,048		11,565		1,517	15
General and administrative		1,975		2,387		412	21

Total operating expenses	$	14,284	$	16,904	$	2,620	18	%

Research and development. Research and development expenses increased by $0.7 million, or 31%, to $3.0 million in the three months ended March 31, 2011, from $2.3 million in the three months ended March 31, 2010. The increase was primarily the result of growth in headcount and increase in depreciation expenses relating to growth in headcount and investments in corporate facilities. The Research and development expenses as a percentage of revenues increased from 14% in the three months ended March 31, 2010 to 16% in the three months ended March 31, 2011, primarily due to the increase in research and development headcount required to ensure future revenue growth.

Selling and marketing. Selling and marketing expenses increased by $1.5 million, or 15%, to $11.6 million in the three months ended March 31, 2011. The increase was primarily attributable to an increase in compensation expenses relating to growth in headcount associated with supporting the revenue increase in the three months ended March 31, 2011 compared with the three months ended March 31, 2010. Selling and marketing expenses as a percentage of revenues decreased to 61% in the three months ended March 31, 2011, from 63% in the three months ended March 31, 2010 due to the acquisition of our distribution partner in Italy, which eliminates our revenue share payments partially offset by direct operating expenses.

General and administrative. General and administrative expenses increased by $0.4 million, or 21%, to $2.4 million in the three months ended March 31, 2011, from $2.0 million in the three months ended March 31, 2010. This increase was primarily due to an increase in stock-based compensation expense in relation to the stock option vesting acceleration in connection with our initial public offering, an increase in the allowance for doubtful debts and services associated with supporting the company becoming public. General and administrative expenses as a percentage of revenues increased to 13% in the three months ended March 31, 2011, from 12% in the three months ended March 31, 2010.

Financial income, net

The following table sets forth our financial income, net, in each of the three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010:

	2009		2010		Period over Period Change
	2010		2011		Quarter over Quarter Change
	(unaudited)
	(U.S. dollars in thousands, except percentages)
Financial income, net	$	~~528~~82	$	~~771~~393	$	~~243~~311	46379	%

Financial income, net, includes net interest consisting of earnings on our cash, cash equivalents and marketable securities, and foreign currency translation gains and losses which arise from the translation adjustments on net assets held by our subsidiaries in Euros and in new Israeli shekels to U.S. dollars during consolidation.

Financial income, net for the three months ended September 30, 2010 and 2009 totaled $0.8 million and $0.5 million, respectively. The increase in financial income, net, resulted from an increase in currency translation gains.

Income tax expense

The following table sets forth our tax expense in each of the three months ended September 30, 2010 and 2009:

	2009		2010		Period over Period Change
	(unaudited)
	(U.S. dollars in thousands, except percentages)
Income taxes	$	618	$	491	$	(127	)	(21	) %

Our consolidated provision for income taxes and our deferred tax assets and liabilities are computed based on a combination of the United States tax rates on United States income, the Israeli tax rates on Israeli income as well as the tax rates of other wholly-owned subsidiaries.

Income tax expense for the three months ended September 30, 2010 and 2009 totaled $0.5 million and $0.6 million, respectively. Our effective tax rate increased from 24% in the year 2009 to 33% in the three months ended September 30, 2010, due to non-deductible expenses resulting mainly from high stock-based compensation expenses due to the stock option vesting acceleration as aforementioned.

~~Nine~~Financial ~~Months~~income, ~~Ended~~net, ~~September~~for 302011, ~~2010~~includes ~~Compared~~net tointerest ~~Nine~~consisting ~~Months~~of ~~Ended~~earnings ~~September~~on 30our cash, ~~2009~~cash equivalents, long term deposits and marketable securities, and foreign currency translation gains arising from the translation adjustments on net assets held by our subsidiaries in euro to U.S. dollars during consolidation, partially offset by bank charges.

~~Revenues~~Financial income, net, for 2010, includes net interest consisting of earnings on our cash, cash equivalents and marketable securities, partially offset by bank charges.

The following table sets forth our revenues during each of the three months ended September 30, 2010 and 2009 by geographic area:

	2009					2010					Period over Period Change
	Amount		% of revenues			Amount		% of revenues
	(unaudited)
	(U.S. dollars in thousands, except percentages)
EMEA
United Kingdom	$	8,037		19	%	$	7,852		14	%	$	(185	)	(2	) %
Other		14,857		35			19,668		36			4,811		32
Total EMEA		22,894		54			27,520		50			4,626		20
North America
United States		10,672		25			15,112		28			4,440		42
Canada		1,033		2			1,131		2			98		9
Total North America		11,705		27			16,243		30			4,538		39
Asia Pacific (APAC)		6,639		16			8,690		16			2,051		31
Latin America		1,405		3			2,493		4			1,088		77
	$	42,643		100	%	$	54,946		100	%	$	12,303		29	%

Revenues increased by $12.3 million, or 29%, to $54.9 million in the nine months ended September 30, 2010, from $42.6 million in the nine months ended September 30, 2009.

The increase was attributable to the addition of new advertising customers and higher volumes.

In the nine months ended September 30, 2010, we increased the number of advertisers we service by 29% compared to the nine months ended September 30, 2009. Our volume of standard display impressions grew by 68% compared to the same period last year, which demonstrates the growth in share of our long term platform service agreements. Our premium video-based rich media impressions grew by 32%, while basic rich media grew slightly above 18%, resulting in overall rich media impressions growth of 23%.

In the nine months ended September 30, 2010, revenue in EMEA, North America, APAC and Latin America, increased 20%, 39%, 31% and 77%, respectively.

Cost of revenues and gross margin

The following table sets forth our cost of revenue in each of the nine months ended September 30, 2010 and 2009:

	2009		2010		Period over Period Change
	(unaudited)
	(U.S. dollars in thousands, except percentages)
Cost of revenues	$	2,468	$	2,942	$	474	19	%

Cost of revenues increased by $0.5 million, or 19%, to $2.9 million in the nine months ended September 30, 2010. While fees due to service providers decreased on a per impression basis, overall cost of revenues increased due to the significant increase in the volume of impressions we delivered. Gross margin remained relatively flat at 94.6% in the nine months ended September 30, 2010 compared to 94.2% in the nine months ended September 30, 2009.

Operating expenses

The following table sets forth our operating expenses in each of the nine months ended September 30, 2010 and 2009:

	2009		2010		Period over Period Change
	(unaudited)
	(U.S. dollars in thousands, except percentages)
Research and development	$	5,084	$	6,871		1,787	35	%
Selling and marketing		25,197		32,883		7,686	31
General and administrative		4,587		6,215		1,628	35
Total operating expenses	$	34,868	$	45,969		11,101	32	%

Research and development. Research and development expenses increased by $1.8 million, or 35%, to $6.9 million in the nine months ended September 30, 2010, from $5.1 million in the nine months ended September 30, 2009. The increase was primarily the result of growth in headcount, increased salaries following salary reductions we initiated in the first half of 2009, as we focused on cutting costs given the uncertain global economic environment, increase in stock-based compensation expenses in relation to the stock option vesting acceleration in the third quarter, in connection with our initial public offering, as aforementioned and increased related costs for personnel associated with research and development activities, including training, and overhead expenses. Research and development expenses as a percentage of revenues increased from 12% in the nine months ended September 30, 2009 to 13% in the nine months ended September 30, 2010.

Selling and marketing. Selling and marketing expenses increased by $7.7 million, or 31%, to $32.9 million in the nine months ended September 30, 2010, from $25.2 million in the nine months ended September 30, 2009. The increase was primarily attributable to an increase in compensation expenses relating to growth in headcount associated with supporting the revenue increase in the nine months ended September 30, 2010 compared with the nine months ended September 30, 2009. In addition, we increased salaries following salary reductions we initiated in the first half of 2009, as we focused on cutting costs given the uncertain global economic environment. The increase in selling and marketing expenses was also attributable to an increase in all other selling and marketing expenses, including commission paid to selling agents, marketing, travel, training, recruiting and depreciation. Selling and marketing expenses as a percentage of revenues increased to 59.8% in the nine months ended September 30, 2010, from 59.1% in the nine months ended September 30, 2009.

General and administrative. General and administrative expenses increased by $1.6 million, or 35%, to $6.2 million in the nine months ended September 30, 2010, from $4.6 million in the nine months ended September 30, 2009. This increase was due to an increase in headcount and increase in compensation expenses relating to growth in headcount associated with supporting the company becoming public. In addition, we increased salaries following salary reductions we initiated in the first half of 2009. Furthermore, the increase is attributable to the increase in stock-based compensation expenses due to the stock option vesting acceleration in the third quarter, in connection with our initial public offering, as aforementioned. The increase in general and administrative expenses was also attributable to an increase in other general and administrative expenses, including recruiting, travel, training, and depreciation. This increase was partially offset by a $0.5 million reimbursement of legal fees incurred over the years 2007 and 2008, as a result of a settlement between us and our insurance carrier regarding our entitlement to reimbursement and by the termination in 2009 of a management fee agreement with Sycamore Technologies Ventures L.P. General and administrative expenses as a percentage of revenues is 11% in the nine months ended September 30, 2010 and 2009.

Financial income (expenses), net

The following table sets forth our financial expenses, net, in each of the nine months ended September 30, 2010 and 2009:

	2009			2010		Period over Period Change
	(unaudited)
	(U.S. dollars in thousands, except percentages)
Financial income (expenses), net	$	(86	)	$	294	$	380

Financial income, net, for the nine months ended September 30, 2010, includes net interest consisting of earnings on our cash, cash equivalents and marketable securities, partially offset by bank charges.

Financial expenses, net, for the nine months ended September 30, 2009, includes net interest consisting of earnings on our cash, cash equivalents and marketable securities, and interest received from Tax authorities due to over prepayments completely offset by foreign currency translation losses arising from the translation adjustments on net assets held by our subsidiaries in Euros and in new Israeli shekels to U.S. dollars during consolidation and by bank charges.

Income tax expense

The following table sets forth our tax expense in each of the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010:

	2009			2010			Period over Period Change
		2010			2011			Quarter over Quarter Change
	~~(unaudited)~~	(unaudited)
	~~(U.S. dollars in thousands, except percentages)~~	(U.S. dollars in thousands, except percentages)
Income taxes		$	1,371		$	1,906		$	535		39	%
Taxes on Income		$	358		$	240		$	(118	)	(33	)%

~~Income~~Our ~~tax~~consolidated ~~expense~~provision for ~~the~~income ~~nine~~taxes ~~months ended September 30, 2010~~ and ~~2009~~our ~~totaled~~deferred ~~$1.9~~tax ~~million~~assets and ~~$1.4~~liabilities ~~million,~~are ~~respectively..~~computed ~~Our~~based ~~effective~~on ~~tax~~a ~~rate~~combination ~~increased~~of ~~from~~the ~~26%~~United inStates ~~the~~tax ~~nine~~rates ~~months~~on ~~ended~~United ~~September~~States 30income, ~~2009 to 30% in~~ the ~~nine~~Israeli ~~months~~tax ~~ended~~rates ~~September~~on ~~30,~~Israeli ~~2010~~income ~~due~~as towell ~~non-deductible~~as ~~expenses~~the ~~resulting~~tax ~~mainly~~rates ~~from~~of ~~high~~other ~~stock~~wholly-~~based~~owned ~~compensation expenses due to the stock option vesting acceleration as aforementioned~~subsidiaries.

Income tax expense for the three months ended March 31, 2011 and 2010 totaled $0.2 million and $0.4 million, respectively. Our effective tax rate decreased from 39% in the three months ended March 31 2010 to 30% in the three months ended March 31, 2011, due to higher portion of our income attributable to the Israeli income which is subject to lower tax rates under the Israeli capital investment law.

Liquidity and Capital Resources

In August 2010, we received net proceeds from our IPO of approximately $56.40 million (after underwriters’ discounts of $3.8 million and additional offering related costs of approximately $2.59 million). Prior to the IPO, our primary sources of cash were cash flows generated by operations and, to a lesser extent, private issuances of equity. We believe that our cash flows from operations and current cash and cash equivalents will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for the next twelve months. Our principal sources of liquidity are expected to be our existing cash and cash equivalents, which totaled $4816.25 million and $1521.45 million as of ~~September 30~~March 31, ~~2010~~2011 and December ~~2009~~31, 2010, respectively, as well as the cash flow that we generate from our operations and the proceeds from anticipated option exercises.

Our cash and cash equivalents are highly liquid investments with original maturities of three months or less at date of issuance and consist of time deposits and investments in money market funds with commercial banks and financial institutions.

26Operating activities. Cash provided by operating activities consists primarily of net income adjusted for certain non-cash items including depreciation, stock-based compensation, and the effect of changes in working capital. Net cash provided by operating activities in the three months ended March 31, 2011 and 2010 was $3.7 million and $3.9 million, respectively, reflecting primarily net income adjusted for non-cash items supported by a decrease in working capital.

~~Operating~~Investing activities. ~~Cash~~Net ~~provided~~cash byused ~~operating~~in investing activities ~~consists~~in ~~primarily~~the ofthree ~~net~~months ~~income~~ended ~~adjusted~~March ~~for~~31, ~~certain~~2011 ~~non-cash~~was ~~items~~$11.4 ~~including~~million ~~depreciation,~~which ~~stock-based~~consisted ~~compensation,~~of ~~and~~ the ~~effect~~purchase of ~~changes~~short interm ~~working~~deposits ~~capital.~~amounting ~~Net~~to ~~cash~~$43 ~~generated~~million, partially offset by ~~operating~~the ~~activities~~expiration inof ~~the~~short ~~nine~~term ~~months~~deposits ~~ended~~amounting ~~September 30~~to $35 million, ~~2010~~capital ~~was~~expenditures of $62.42 million ~~reflecting~~and ~~primarily~~an ~~net~~acquisition ~~income~~of ~~adjusted~~business activity in Italy for ~~non-cash~~a ~~items~~total ~~partially~~consideration ~~offset~~of by$650 anthousands. ~~increase~~Our capital expenditures in ~~working~~the ~~capital.~~three ~~Net~~months ~~cash~~ended ~~generated~~March by31, ~~operating~~2011, ~~activities~~consisting primarily of investment in ~~the~~infrastructure ~~nine~~to ~~months~~support ~~ended~~our ~~September 30~~services, ~~2009~~research ~~was~~and development software tools, information technology infrastructure, leasehold improvements and furniture, totaled $82.62 million, ~~reflecting~~as ~~net~~compared ~~income~~to ~~adjusted~~$1.2 million for ~~non-cash~~the ~~items~~first ~~supported~~three bymonths aof ~~decrease~~2010. Net cash used in ~~working~~investing activities in the three months ended March 31, 2010 were $1.3 million which consisted primarily of capital expenditures.

~~Investing~~Financing activities. Net cash ~~used~~provided inby ~~investing~~financing activities, ~~consisted~~for of the ~~purchase~~three ofmonths ~~short-term~~ended ~~deposits~~March 31, ~~marketable~~2011 ~~securities~~ and ~~capital expenditures. Net cash used in investing activities in the nine months ended September~~ 2010 ~~were~~amounted to $302.97 million ~~which consisted primarily of the purchase of short term deposits~~ and ~~capital~~$207 ~~expenditures~~thousand, ~~partially~~respectively, ~~offset~~generated by the ~~expiration~~exercise of ~~short~~stock ~~term~~options ~~deposits.~~under ~~Net~~our ~~cash~~equity ~~used~~incentive ~~in investing activities in the nine months ended September 2009 were $20~~plan.8 million which consisted primarily of the purchase of short term deposits and capital expenditures. Our capital expenditures in the nine months ended September 30, 2010, consisting primarily of research and development software tools, computers and other peripheral equipment, leasehold improvements and furniture, totaled $3.2 million, as compared to $0.9 million for the first nine months of 2009.

Financing activities. Net cash provided by financing activities for the nine months ended September 30, 2010 were $57.4 million, primarily due to the net cash provided from our IPO. Net cash provided by financing activities for the nine months ended September 30, 2009, amounted to $16 thousand generated by the exercise of stock options under our equity incentive plan.24

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet financing arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

The discussion of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amount of assets, liabilities, revenue and expenses. On an ongoing basis, we evaluate our estimates, including those related to revenue, the allowance for doubtful accounts, stock-based compensation and income taxes. We based our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable. In many cases, we could reasonably have used different accounting policies and estimates. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Our actual results may differ from these estimates under different assumptions or conditions.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Report on Form 10-Q as well as in our other public statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have made these forward-looking statements based on our current expectations and projections about future events. The statements include but are not limited to statements regarding:

· our plans to grow our business and customer base; · our ability to respond to new market development;

· our ~~ability~~intent to ~~respond~~migrate our non-platform customers to ~~new~~platform ~~market~~customers; ~~development~~· our expectations that our revenues will continue to increase;

· our ~~intent~~belief in the sufficiency of our cash flows to ~~migrate~~meet our ~~non-platform~~needs ~~customers~~for the next year; · our plans to ~~platform~~invest ~~customers~~in emerging media solutions;

· our ~~expectations~~plans ~~that~~to ~~our~~continue ~~revenues~~to ~~will~~expand ~~continue~~our tointernational ~~increase~~presence; and · our expectations regarding our future product mix.

· our belief in the sufficiency of our cash flows to meet our needs for the next year;

· our plans to invest in emerging media solutions;

· our plans to continue to expand our international presence; and

· our expectations regarding our future product mix.

In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed in Part II—Item IA—“Risk Factors” of this Form 10-Q. Many of these factors are beyond our ability to predict or control.

27Critical Accounting Policies and Estimates

~~Item~~The 3discussion of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. ~~Quantitative~~The preparation of these consolidated financial statements requires us to make estimates, judgments and ~~Qualitative~~assumptions ~~Disclosures~~that ~~About~~affect ~~Market~~the ~~Risk~~reported amount of assets, liabilities, revenue and expenses. On an ongoing basis, we evaluate our estimates, including those related to revenue, the allowance for doubtful accounts, stock-based compensation and income taxes. We based our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable. In many cases, we could reasonably have used different accounting policies and estimates. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Our actual results may differ from these estimates under different assumptions or conditions.

Market risk represents the risk of loss that may impact our financial position due to adverse change in financial market prices and rates. In the course of our normal operations, we are exposed to market risks, including fluctuations in foreign currency exchange rates and interest rates.25

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. In the course of our normal operations, we are exposed to market risks, including fluctuations in foreign currency exchange rates and interest rates.

Foreign Exchange Risk

We conduct business in a large number of countries in the Americas, Europe, Asia, Australia, Latin America and the Middle East. Most of our revenues are generated in U.S. dollars, the euro, the Australian dollar and the British pound sterling. Based on our results for the year ended December 31, ~~2009~~2010, a 1% increase (decrease) in the value of the euro, the Australian dollar and the British pound sterling against the U.S. dollar would have increased (decreased) our revenues by $~~156~~226 thousand, $4157 thousand and $8675 thousand, respectively. Based on our results for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011, a 1% increase (decrease) in the value of the euro, the Australian dollar and the British pound sterling against the U.S. dollar would have increased (decreased) our revenues by $~~150~~44 thousand, $3512 thousand and $4920 thousand, respectively. Most of our expenses are denominated in U.S. dollars, the new Israeli shekel, the British pound sterling and the euro. Based on our results for the year ended December 31, ~~2009~~2010, a 1% increase (decrease) in the value of the new Israeli shekel, the Australian dollar, the British pound sterling and the euro against the dollar would have increased (decreased) our expenses by $9350 thousand, $4824 thousand, $58 thousand and $5090 thousand, respectively. Based on our results for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011, a 1% increase (decrease) in the value of the new Israeli shekel, the Australian dollar, the British pound sterling and the euro against the dollar would have increased (decreased) our expenses by $3613 thousand, $1210 thousand, $13 thousand and $3921 thousand, respectively. In the future, the percentage of our revenues earned in other currencies may increase as we further expand our sales internationally. Accordingly, we are subject to the risk of exchange rate fluctuations between such other currencies and the dollar. Our expenses in currencies other than the new Israeli shekel tend to be hedged by revenues being denominated in the same currency, which helps reduce the impact of currency fluctuations on our profit margins. We hedge our expenses denominated in new Israeli shekels. The sensitivity analysis provided above does not give effect to this cash flow hedging program.

Interest Rate Risk

As of ~~September~~March 3031, ~~2010~~2011, we had no outstanding debt, and accordingly were not subject to interest rate risk on debt. We invest our cash in a combination of cash equivalents, long term deposits and marketable securities, all of which marketable securities are at least AA+ rated U.S. corporate bonds. Our cash throughout the world is affected by changes in interest rates. Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and international economic and political conditions.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective, to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

Changes in Internal Control over Financial Reporting.

During our most recent fiscal quarter, there has not occurred any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time we are a party to various litigation matters incidental to the conduct of our business. There is no pending or threatened legal proceeding to which we are a party that, in our opinion, is likely to have a material adverse effect on our future financial results.

Item 1A. Risk Factors.

There are no material changes to the risk factors disclosed in our final ~~prospectus~~Form 10-K filed on ~~August~~March 128, ~~2010~~2011.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(b) Use of Proceeds from Registered Securities

Our initial public offering of common stock was effected through a Registration Statement on Form S-1 (File No. 333-165379) that was declared effective by the Securities and Exchange Commission on August 10, 2010, which registered an aggregate of 5,750,000 shares of our common stock, including 750,000 shares related to the underwriters’ over-allotment option, for a proposed maximum aggregate offering amount of $92,000,000. On August 16, 2010, 5,000,000 shares of our common stock were sold on our behalf, at an initial public offering price of $11.50 per share, for an aggregate gross offering price of $57,500,000 to us. On September 13, 2010, 413,703 shares of our common stock were sold on our behalf upon exercise of a portion of the underwriters’ over-allotment option, for an aggregate gross offering price of $4,757,585. The over-allotment option for the remaining 336,297 shares of our common stock was not exercised.

The managing underwriters of the offering were J.P. Morgan Securities LLC (formerly, J.P. Morgan Securities Inc.) and Deutsche Bank.

We paid to the underwriters underwriting discounts and commissions totaling approximately $3,794,531 in connection with the offering. In addition, we incurred additional costs of approximately $2,527,000 in connection with the offering. Thus, the net offering proceeds to us, after deducting underwriting discounts and commissions and offering costs, were approximately $55,936,000.

There was no material change in the use of proceeds from our initial public offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b). To date we have invested the net proceeds in short term deposits.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved).

Item 5. Other Information.

None.

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Item 6. Exhibits.

10.1 ~~Joinder~~Sarit Firon Employment Agreement dated January 1, 2011.

10.2	Ofer Zadikario – salary update dated April 1, 2011.

10.3	Andrew Bloom – salary update dated April 1, 2011.

31.1	Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification by the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification by the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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 thereunto duly authorized.

	MEDIAMIND TECHNOLOGIES INC.
	By:	/s/ Sarit Firon
		Name: Sarit Firon
Date: November 15, 2010		Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Date: May 16, 2011		Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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