UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:  September 30, 2011

Commission file number: 000-53214

MEDIA TECHNOLOGIES, INC.

(Exact name of Registrant as specified in Its Charter)

Nevada	26-1703958
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

2360 Corporate Circle, Suite 425, Henderson, Nevada 89703

(Address of Principal Executive Offices)

 

(858) 436-3350

(Registrant's Telephone Number, including area code)

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      .

 

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

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

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

Yes      . No  X .

 

As of November 10, 2011, there were 35,983,240 shares of the issuer's Common Stock, $0.001 par value, issued and outstanding.

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MEDIA TECHNOLOGIES, INC. AND SUBSIDIARIES

 

Quarterly Report on Form 10-Q

 

For the Quarterly Period Ended September 30, 2011

 

 

INDEX

 

PART I – FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statements of Operations (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	19
Item 4T.	Controls and Procedures	19
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 5.	Other Information	20
Item 6.	Exhibits	20

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PART I - FINANCIAL INFORMATION

 

Item 1 - Financial Statements

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnotes necessary for a complete presentation of our financial position, results of operations, cash flows, and stockholders' deficit in conformity with generally accepted accounting principles in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

 

Our unaudited condensed consolidated balance sheet as of September 30, 2011 and our unaudited condensed consolidated statements of operations for the three month and nine month periods ended September 30, 2011 and 2010, condensed consolidated statement of stockholders equity (deficit) and the unaudited condensed consolidated statements of cash flows for the three month and nine month periods ended September 30, 2011 and 2010, are attached hereto and incorporated herein by this reference.

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MEDIA TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
			September 30,			December 31,
			2011			2010
			(Unaudited)
ASSETS
CURRENT ASSETS
	Cash		$	34,145		$	23,902
	Accounts receivable, net			23,604			-
		Total Current Assets		57,749			23,902
EQUIPMENT, Net				309,732			20,709
		TOTAL ASSETS	$	367,481		$	44,611
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	532,525		$	36,061
	Customer deposits			-			5,539
	Advances from related parties			314,506			210,570
	Convertible debt			2,135,000			-
	Notes payable			100,000			-
		Total Current Liabilities		3,082,031			252,170
		TOTAL LIABILITIES		3,082,031			252,170
STOCKHOLDERS' EQUITY (DEFICIT)
	Preferred stock, par value $0.001; 25,000,000 shares authorized;     no shares issued or outstanding			-			-
	Common stock; par value $0.001; 125,000,000  shares authorized;     31,083,240 and 33,480,000 shares issued and outstanding, respectively			31,083			33,480
	Additional paid-in capital			559,737			67,340
	Accumulated deficit			(3,305,370)			(308,379)
		Total Stockholders' Equity (Deficit)		(2,714,550)			(207,559)
		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
			$	367,481		$	44,611
See accompanying notes to the consolidated financial statements.

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MEDIA TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
			For the Three Months Ended						For the Nine Months Ended
			September 30,						September 30,
			2011			2010			2011			2010
			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
REVENUES			$	49,062		$	39,123		$	138,798		$	91,768
OPERATING EXPENSES
	Consulting			44,600			30,640			120,328			67,673
	Professional fees			2,116			51,263			123,107			75,509
	General and administrative			337,717			10,194			437,576			46,455
	Impairment of goodwill			2,385,974			-			2,385,974			150,594
		Total Operating Expenses		2,770,407			92,097			3,066,985			340,231
LOSS FROM OPERATIONS				(2,721,345)			(52,974)			(2,928,187)			(248,463)
OTHER INCOME (EXPENSES)
	Interest income			31			-			31			-
	Interest expense			(22,426)			-			(22,426)			-
	Acquisition expense			(46,409)			-			(46,409)			-
		Total Other Income (Expense)		(68,804)			-			(68,804)			-
LOSS BEFORE TAXES				(2,790,149)			(52,974)			(2,996,991)			(248,463)
PROVISION FOR INCOME TAXES				-			-			-			-
LOSS FROM CONTINUING OPERATIONS				(2,790,149)			(52,974)			(2,996,991)			(248,463)
DISCONTINUED OPERATIONS
	Loss from operations of discontinued operations			-			-			-			(131)
	Gain on disposal of discontinued operations			-			-			-			24,518
		Income from Discontinued Operations net of tax		-			-			-			24,387
NET LOSS			$	(2,790,149)		$	(52,974)		$	(2,996,991)		$	(224,076)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED:
	Continuing operations		$	(0.09)		$	(0.00)		$	(0.09)		$	(0.01)
	Discontinued operations			0.00			0.00			0.00			0.00
NET LOSS PER COMMON SHARE - BASIC AND DILUTED			$	(0.09)		$	(0.00)		$	(0.09)		$	(0.01)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING- basic and diluted				32,070,192			32,208,261			31,705,510			30,963,956
See accompanying notes to the consolidated financial statements.

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MEDIA TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

NOTE 1 - ORGANIZATION

Media Technologies, Inc. (“MDTC” or the “Company”) was incorporated under the laws of the State of Nevada on April 16, 2007.  On February 26, 2010, the Company acquired 100% of the issued and outstanding capital stock of Speedpal Broadband, Inc. a Nevada corporation (“Speedpal”), and as a result Speedpal became a wholly-owned subsidiary of the Company.  Speedpal is engaged in the business of providing high speed broadband internet services to both residential and commercial customs.

On January 12, 2011, the Company acquired 100% of the issued and outstanding capital stock of TechTV Media, Inc., a Nevada Corporation (“TechTV”), and as a result, TechTV became a wholly-owned subsidiary of the Company.  TechTV is engaged in the business of providing, installing, selling and managing advertisement insertion systems.  The systems enable local cable television providers to insert advertising onto network channels on their cable systems.  TechTV shares in the revenues generated from advertising with the advertising agencies and the cable system operators.

On July 28, 2011, the Company acquired 100% of the issued and outstanding capital stock of Our World Live, Inc. a Nevada Corporation (“OWL”), and as a result, OWL became a wholly-owned subsidiary of the Company.  OWL is an internet content provider which generates revenue from advertising sponsors, advertising banners and on line product sales of music downloads and concerts.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation – unaudited interim financial information

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) for interim reporting.  As such, certain information and disclosures typically required by U.S. GAAP for complete financial statements have been condensed or omitted.    The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.  Interim results are not necessarily indicative of the results for the full year.  These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2010 and notes thereto contained in the Company’s Annual Report on Form 10-KA filed with the SEC on May 2, 2011.

Principle of consolidation

The consolidated financial statements include all accounts of the Company as of September 30, 2011 and 2010 and for the interim periods then ended; all accounts of Speedpal as of September 30, 2011 and 2010, for the interim period ended September 30, 2011 and for the period from February 26, 2010 (date of acquisition) through September 30, 2011; all accounts of TechTV as of September 30, 2011 and for the period from January 12, 2011 (date of acquisition) through September 30, 2011; and all accounts of OWL as of September 30, 2011 and for the period from July 28, 2011 (date of acquisition) through September 30, 2011.  All inter-company balances and transactions have been eliminated.

Reclassifications

Certain prior year amounts in the accompanying condensed financial statements have been reclassified to conform to the current year’s presentation.

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MEDIA TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Use of estimates and assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reporting period.

The Company’s significant estimates and assumptions include the fair value of the businesses acquired, the fair value of financial instruments, the carrying value, recoverability and impairment of long-lived assets, including the values assigned to and the estimated useful lives of equipment, interest rate, income taxes rate, relate income taxes provision and valuation allowance of deferred tax assets and the assumption that the Company will continue as a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Business combination

In accordance with section 805-10-05 of the FASB Accounting Standards Codification the Company allocates the purchase price of acquired entities to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values.

Management makes estimates of fair values based upon assumptions believed to be reasonable.  These estimates are based on historical experience and information obtained from the management of the acquired companies. These estimates are inherently uncertain and unpredictable.  Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.  Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3

Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

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MEDIA TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.

The Company’s convertible debt and note payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at September 30, 2011 and December 31, 2010.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not however, practical to determine the fair value of advances from stockholders due to their related party nature.

Carrying value, recoverability and impairment of long-lived assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.  If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes.  The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

The key assumptions used in management’s estimates of projected cash flow deal largely with forecasts of sales levels, gross margins, and operating costs.  These forecasts are typically based on historical trends and take into account recent developments as well as management’s plans and intentions.  Factors, such as increased competition or a decrease in the desirability of the Company’s products, could lead to lower projected sales levels, which would adversely impact cash flows.  A significant change in cash flows in the future could result in an impairment of long lived assets.

The impairment charges, if any, is included in operating expenses in the accompanying consolidated statements of operations.

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

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MEDIA TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Accounts receivable

Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts.  The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense is included in general and administrative expenses, if any.

Outstanding account balances are reviewed individually for collectability.  Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

The Company does not have any off-balance-sheet credit exposure to its customers.

Equipment

Equipment are recorded at cost.  Expenditures for major additions and betterments are capitalized.  Maintenance and repairs are charged to operations as incurred.  Depreciation of equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives of five (5) years.  Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations.  Leasehold improvements, if any, are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter.  Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

Related parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:  a. the nature of the relationship(s) involved b.  description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

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MEDIA TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.  

Stock-based compensation for obtaining employee services

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification.  Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.

The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing valuation model.  The ranges of assumptions for inputs are as follows:

·	The Company uses historical data to estimate employee termination behavior.  The expected life of options granted is derived from paragraph 718-10-S99-1 of the FASB Accounting Standards Codification and represents the period of time the options are expected to be outstanding.

·	The expected volatility is based on a combination of the historical volatility of the comparable companies’ stock over the contractual life of the options.

·	The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option.

·	The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the option.

The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

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MEDIA TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Equity instruments issued to parties other than employees for acquiring goods or services

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification (“FASB ASC Section 505-50-30”).  Pursuant to FASB ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.

 

Income taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standard Codification (“Section 740-10-25”).  Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Net loss per common share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

The Company’s wholly owned subsidiary, OWL, currently has potential dilutive shares excluded from the diluted net (loss) per common share calculation for the interim periods ended September 30, 2011 and 2010.   The current convertible debts balance owed by OWL is $2,135,000.  If all of these debts were converted  to common stock of the Company at the $0.50 per share price, the Company would be required to issue 4,270,000 shares of common stock to the convertible debt holders.

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MEDIA TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Cash flows reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recent accounting pronouncements

In May 2011, the FASB issued the FASB Accounting Standards Update No. 2011-04 “Fair Value Measurement” (“ASU 2011-04”).  This amendment and guidance are the result of the work by the FASB and the IASB to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRSs).

This update does not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement, including the following revisions:

·

An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity’s net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity’s net, rather than gross, exposure to those risks.

·

In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account.

·

Additional disclosures about fair value measurements.

The amendments in this Update are to be applied prospectively and are effective for public entity during interim and annual periods beginning after December 15, 2011.

In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 “ Comprehensive Income” (“ASU 2011-05”), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all nonowner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.

The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.

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

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MEDIA TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

NOTE 3 - GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  

As reflected in the accompanying condensed consolidated financial statements, the Company had an accumulated deficit at September 30, 2011, with a net loss from continuing operations and net cash used in operating activities for the interim period then ended, respectively.

While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations.  Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing.  The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 - ACQUISITION

TechTV Media, Inc.:  

On January 12, 2011, the Company executed a Share Exchange Agreement pursuant to which we acquired 100% of the issued and outstanding capital stock of TechTV Media, Inc., a Nevada Corporation (“TechTV”), in exchange for 5,000,000 shares of the Company’s common stock.  As a result of the stock-for-stock exchange, TechTV became a wholly-owned subsidiary of the Company.

As consideration for the purchase, the Company has issued 5,000,000 shares of the Common stock of MDTC, $0.001 par value per share, into an escrow account, for the future transfer to the prior shareholder of TechTV.  The exchange of the total 5,000,000 shares of the Company’s Common Stock, is subject to and based upon TechTV securing 500,000 new subscriptions during the period commencing on January 12, 2011 and ending on the second year anniversary date thereof.    The escrow holder shall release a certificate representing 625,000 MDTC shares for each 62,500 subscribers secured under TechTV contracts.

On May 5, 2011 pursuant to an agreement between the Company and the selling shareholder of TechTV, the number of shares issued to acquire TechTV was reduced to 3,500,000, which shares are currently held in escrow until the performance milestones detailed in the share exchange agreement have been reached.

On the date of acquisition as amended, TechTV had no tangible assets and no liabilities and because the 3,500,000 share purchase price is contingent upon TechTV acquiring a customer base, no acquisition price has been recorded.  The Company will record the acquisition of TechTV’s customer base as each milestone is reached and the shares are released from escrow.  As of the filing of this interim report none of the milestones have been reached and no shares have been released from escrow.

Our World Live, Inc.:  

Effective July 28, 2011, the Company in accordance with an Agreement and Plan of Merger with Our World Live, Inc., a Nevada corporation, acquired OWL through the Merger of OWL with and into a wholly owned subsidiary of the Company, OWL Acquisition, Inc. (the “Merger Sub”).  The Merger Sub being the surviving corporation, and the business of OWL continuing through Merger Sub, under the name Our World Live, Inc., as a wholly-owned subsidiary of the Company.  

As a result of the Merger Agreement, each outstanding share of OWL common stock was cancelled, extinguished and converted into and become the right to receive a pro rata portion of the Merger Consideration which shall be equal to the number of shares of  OWL Common Stock held by each OWL Shareholder multiplied by the Exchange Ratio of 0.3333 (the “Exchange Ratio”), rounded, if necessary, up to the nearest whole share of restricted Common Stock of the Company.  Based on the Exchange Ratio, as a result of the Merger, the OWL Shareholders will own approximately 14,103,240 restricted shares of the Company.

A description of the specific terms and conditions of the Merger is set forth in the Merger Agreement filed as an Exhibit 2.01 to the Form 8-K filed by the Company on June 15, 2011 and is incorporated herein by reference.

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MEDIA TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

NOTE 5 - EQUIPMENT

Equipment consists of the following at September 30, 2011 and December 31, 2010.

		September 30,2011		December 31, 2010
Equipment	$	327,760	$	21,750
Less accumulated depreciation		(18,028)		(1,041)
	$	309,732	$	20,709

For the nine months ended September 30, 2011 and 2010 depreciation expenses totaled $16,988 and $596, respectively.

NOTE 6 – RELATED PARTY TRANSACTIONS

Advances from related parties

From time to time, the Chairman, CEO and significant stockholders of the Company advance funds to the company for working capital purposes.  Those advances are unsecured, non-interest bearing and due on demand.

As of September 30, 2011 and December 31, 2010, the Company owed $314,506 and $210,570, respectively, to related parties for funds advanced for its operations. The advances are unsecured, non-interest bearing, and due upon demand.

NOTE 7 - STOCKHOLDERS’ EQUITY (DEFICIT)

Issuance of common shares

On January 12, 2011, the Company issued 5,000,000 shares of its common stock into an escrow account, for future transfer to the TechTV shareholder, in exchange for all of the issued and outstanding capital stock of TechTV.  The shares are currently held in escrow until the performance milestones detailed in the share exchange agreement have been reached.

On May 5, 2011, the Company issued 2,133,333 shares of common stock at $0.15 per shares for an aggregate total of $320,000.

On June 6, 2011, the Company issued 1,336,667 shares of common stock at $0.124 per shares for an aggregate total of $170,000.

On August 1, 2011, the Company issued 14,103,240 shares of restricted common stock in connection with the acquisition of OWL, effective July 28, 2011.  

Cancellation of common shares

On January 12, 2011, the Company cancelled 7,500,000 shares of common stock in accordance with the Agreement, Consent and Waiver executed by a former officer and director of Media Technologies, Inc.

On May 5, 2011, the Company cancelled 1,500,000 shares of common stock in accordance of the Agreement and Consent which reduced the number of shares to be issued in connection with the acquisition of TechTV Media, Inc. from 5,000,000 shares to 3,500,000.

On August 3, 2011, the Company cancelled 16,000,000 shares of common stock in accordance with an agreement with the cancelling shareholders.  

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MEDIA TECHNOLOGIES, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

NOTE 8 – CONTINGENT LIABILITIES

OWL is currently the defendant in civil law cash for collection of $167,853.73 for services purportedly rendered to OWL in or about December 2009 through January 2010.  OWL has answered the complaint and continues to litigate the matter.  OWL believes the complaint is without merit.

NOTE 9 - SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued.  The Management of the Company determined that there were reportable subsequent events to be disclosed.

Effective October 1, 2011 the Company and the Company’s wholly-owned subsidiary OWL has entered into Note Modification Agreements with nine (9) Convertible Note Holders with aggregate unpaid principal balance of $630,000 and Amended and Restated Convertible Promissory Notes with an additional eleven (11) Convertible Note Holders which notes have an aggregate unpaid principal balance of $960,000 which extend the maturity of the related convertible notes to June 30, 2012 and to reflect that the Note is not convertible by holder/lender until after June 30, 2012.  In addition, OWL has requested the remaining eleven (11) Convertible Note Holders which notes have an aggregate unpaid balance of $545,000 to enter into a Note Modification Agreement or Amended and Restated Convertible Promissory note.  As of this filing date these modification have not been received.  The modifications were subject of a Form 8-K filed on October 28, 2011.

On November 1, 2011, the Company issued the following shares of stock:

1,850,000 shares of restricted common stock in payment of a related party debt of $185,000 at $0.10 per share.  

1,900,000 shares of restricted common stock in payment of a related party debt of $190,000 at $0.10 per share.

750,000 shares of restricted common stock for services rendered to the Company and agreed to issue an additional 750,000 shares at a rate of 187,500 shares per quarter starting on March 31, 2012 for future services.  The Company will record an expense of $0.10 per share or $75,000 for the share issued in November 2011

250,000 shares of restricted common stock for services rendered to the Company and agreed to issue an additional 250,000 shares at a rate of 62,500 shares per quarter starting on March 31, 2012 for future services.  The Company will record an expense of $0.10 per share or $25,000 for the share issued in November 2011

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Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-looking Statements

 

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives may from time to time make written or oral forward-looking statements, including statements contained in this report and in our other filings with the Securities and Exchange Commission (the "SEC"). These statements use words such as "believes," "expects," "intends," "plans," "may," "will," "should," "anticipates," and other similar expressions. All statements that address operating performance, events, or developments that the Company expects or anticipates will occur in the future, including statements relating to volume growth, share of sales or statements expressing general optimism about future operating results, are forward-looking statements within the meaning of the Act. The forward-looking statements are based on management's current views and assumptions regarding future events and operating performance. We cannot assure that anticipated results will be achieved since actual results may differ materially because of risks and uncertainties. We do not undertake to revise these statements to reflect subsequent developments.

Management cautions that these statements are qualified by their terms and/or important factors, many of which are outside the control of the Company and involve a number of risks, uncertainties and other factors that could cause actual results and events to differ materially from the statements made, including but not limited to the following:

·

The Company’s ability to generate sufficient cash flows to support capital plans, general operating activities and service debt;

·

The Company has currently delayed payments to certain vendors and debt holders and may continue to do so.

·

Loss of key employees, vendors or customers;

·

The effects of competition from other broadband and cable advertising insertion companies;

·

The introduction of new competitive products and/or services;

·

Laws and regulations and/or changes therein including changes in accounting standards, taxation requirements (including tax rate changes, new tax laws and revised tax law interpretations);

·

The Company’s ability to penetrate new markets;

·

Unforeseen economic and political changes;

·

Volatility of stock prices may restrict opportunities;

The foregoing list of important factors and other risks detailed from time to time in the Company’s reports filed with the SEC is not exhaustive.

You are strongly encouraged to consider these factors when evaluating forward-looking statements in this report. The Company undertakes no responsibility to update any forward-looking statements contained in this report.

 

THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

Revenues – Our revenue is derived from the sale of high-speed broadband internet service.  Sales for the three months ended September 30, 2011 totaled $49,062 compared to $39,123 for the same period last year.  Sales increased $9,939 or 25.4% due primarily to the TechTV accruing revenue from its advertising insertion business for the first time.   

Operating Expenses- Operating expenses totaled $2,770,407 and $92,097 for the three months ended September 30, 2011 and 2010 respectively, an increase of $2,678,310 or 903.1%.  The increase is primarily due to write off of goodwill as impaired of $2,385,974 recorded in connection with the acquisition of OWL subsidiary.  Other increases in operating expenses totaled $292,336 primarily for payroll and consulting expenses of $299,787 in payroll, consulting and operating costs for OWL offset by lower professional expenses the remainder of the Company.

Other – The Company’s “Other” income or expense increase from zero to $68,804 for interest expense and acquisition costs for its new wholly owned subsidiary OWL>  

THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

Revenues – Our revenue is derived from the sale of high-speed broadband internet service and for advertising insertion to small cable systems customer feeds.  Sales for the nine months ended September 30, 2011 totaled $138,798 compared to $91,768 for the same period last year.  Sales increased $47,030 or 51.3% due primarily to the realization its initial advertising insertion revenue of $19,405 and the increase in the number of customers for its broadband services.  

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Operating Expenses- Operating expenses totaled $3,066,985 and $340,231 for the nine months ended September 30, 2011 and 2010 respectively, an increase of $2,726,754 or 801.5%.  The increase is due to an increase in write off of impaired goodwill of 2,235,380 plus the addition $299,787 in operating expenses for its new wholly owned subsidiary OWL.  In addition, operating costs for the remainder of the Company increased by $191,587 due to  commissions from $67,673 to $120,328, an increase of $67,673, relating to commissions paid for new customers primarily in connection with TechTV advertising insertion business, an increase in professional fees from $75,509 to $160,977, an increase of $85,468 relating to the cost of accounting, audit and legal fees associated with our filings and an increase in depreciation expense of $16,907 and other general and administrative expenses of $21,539 related to the growth of the business.

Other – The Company’s had “Other” income or expense for the first time during the nine months ended September 30, 2011 for interest expense and acquisition expense related to its new wholly owned OWL subsidiary.  

Also, during the nine month period ended September 30, 2010 the Company incurred a loss of $(131) from its discontinued appraisal business along with a onetime gain of $24,518 related to the sale of that business.  This gain is the result of the discharge of liabilities in excess of assets.

LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended September 30, 2011, we realized net proceeds of $113,936 from borrowings from related parties and $490,000 gross proceeds from sales of common stock.  After fund ongoing operations and equipment purchases, the Company had available cash of $34,145 as of September 30, 2011.  The Company realized revenue from its Tech TV subsidiary for the first time in the third quarter of 2011.  This increase in revenue should provide some cash for operations in future quarters but the Company will continue to rely on related parties on an as needed basis and to raise capital through stock offerings or loans until such time that we are able to generate cash from operations sufficient for our needs.  We are currently exploring the possibility of additional alternative financing, but there is no assurance that we will be able to secure financing on favorable terms or at all.

At September 30, 2011, we had total current assets of $57,749 and total current liabilities of $3,082,031 resulting in a working capital deficit of $3,024,282.  Of this working capital deficit $2,135,000 are for notes payable convertible to stock. Current assets consist of cash and a small amount of receivables.  Current liabilities consists of accounts payable and accrued expenses of $532,525 and related party payables of $314,506, notes payable convertible to common stock of $2,135,000 and demand notes for $100,000.  At September 30,, 2010 the Company had total current assets of $44,611 and total current liabilities of $252,170 resulting in a working capital deficit of $207,559.

Net cash used by continuing operating activities was $287,682 and $74,950 for the year nine months ended September 30, 2011 and 2010 respectively.  The increase is related to the growth of the business.

Net cash used in investing activities was $306,010 and $10,255 for the nine months ended September 30, 2011 and 2010, respectively, related primarily to the purchase of equipment for TechTV.  During the nine months ended September 30, 2010, $964 was related to cash relinquished in discontinued operations.  

TechTV has made significant progress in its cable insertion business in 2011. It is currently operating 93 cable ad insertion systems in 32 states reaching 392,000 cable television household subscribers.  It is in negotiation for an additional sixteen systems which would bring its subscriber base to over 500,000. TechTV started receiving revenues in the third quarter 2011 and expects its revenue to ramp up to $1 to $2 per subscriber over the next year. TechTV sees substantial opportunity for growth and will continue to add systems and subscribers for the foreseeable future.

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Item 3 - Quantitative and Qualitative Disclosures about Market Risk

 

We are a smaller reporting company as defined by § 229.10(f)(1) and are not required to provide the information under this item.

Item 4T - Controls and Procedures

 

Disclosure Controls and Procedures

Based on an evaluation as of the date of the end of the period covered by report, our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.  The Company recognizes a material weakness in its internal controls due to the fact that we are unable, due to lack of resources, to maintain adequate segregation of duties or hire an audit committee to oversee the internal control functions.  The Company plans to address these weaknesses as resources become available.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

  

 Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter 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

 

The Company, wholly owned subsidiary OWL, is defending a collection lawsuit demanding $167,853.73 for services purportedly rendered during December 2009 and January 2010.  What services purportedly rendered for a party which the plaintiff contracted with and not OWL.  Management does not believe it owes the plaintiff anything and has not reserved an expense.  The Company is not aware of other pending claims or assessments, other than as described above, which may have a material adverse impact on the Company’s financial position or results of operations.

 

Item 1a - Risk Factors

 

We are a smaller reporting company as defined by § 229.10(f)(1) and are not required to provide the information under this item.

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

On January 12, 2011, the Company issued 5,000,000 shares of its common stock to the TechTV shareholder, in exchange for all of the issued and outstanding capital stock of TechTV (See Note 4). On May 5, 2011 pursuant to an agreement between the Company and the selling shareholder of TechTV, the number of shares issued to acquire TechTV was reduced to 3,500,000, which shares are currently held in escrow until the performance milestones detailed in the share exchange agreement have been reached. On July 12, 2011, the initial tranche of 437,500 restricted shares were released from escrow as a result of TechTV reaching the initial milestone.

On May 5, 2011, the Company issued 2,133,333 shares of common stock at $0.15 per shares.  The investor money had been received and recorded as an advance liability in March 2011 balance sheet.  The $320,000 proceeds for the investment are being used as general working capital for the Company.

On June 6, 2011, the Company issued 1,336,667 shares of common stock at $0.124 per shares.   The $170,000 proceeds are being used as general working capital for the Company.

On August 1, 2011, the Company issued 14,103,240 shares of restricted common stock in connection with the acquisition of OWL, effective July 28, 2011.  

Item 3 - Defaults upon Senior Securities

 

None.

  

Item 5 - Other Information

 

None. 

Item 6 - Exhibits

 

Exhibit
Number	Description of Exhibit
3.01	Articles of Incorporation(1)
3.03	Bylaws(1)
31.01	Certification of Principal Executive Officer and Financial Officer Pursuant to Rule 13a-14(2)
32.01	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act(2)

⁽¹⁾

Incorporated by reference to our Registration Statement on Form 10 filed on May 1, 2008.

⁽²⁾

Filed herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the Undersigned, thereunto duly authorized.

MEDIA TECHNOLOGIES, INC.

Dated: November 21, 2011

/s/ Bryant D. Cragun            

By: Bryant D. Cragun

Its: President and Secretary

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Dated: November 21, 2011

/s/ Bryant D. Cragun            

By: Bryant D. Cragun

Its:  Director

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