ITEM 1.
BUSINESS
Business Development
Media Technologies, Inc. was originally incorporated as Town and Country Appraisal Service, Inc. under the laws of the State of Nevada on April 16, 2007 (“Town and Country”) primarily to perform commercial and residential real estate appraisals.
On February 26, 2010, 100% of the issued and outstanding stock of Speedpal Broadband, Inc., a Nevada corporation (“Speedpal”) was acquired by Town and Country thereby making Speedpal a wholly-owned subsidiary. Concurrently with the closing of the Speedpal acquisition, the current appraisal service business of the Company was transferred to the original owners in consideration of the cancellation of the balance of their shares of common stock in the Company.
Subsequent to the period covered by this report, 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”). As a result TechTV became a wholly-owned subsidiary of Media Tech.
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.
Description of Business
Speedpal is a wireless Internet service provider offering a full array of internet services, email, web site hosting, web site design and high speed internet options to residents and small to medium sized companies. Speedpal's objective is to provide one-stop shopping for Internet services and to offer a full range of internet related products and services through a single point of contact for sales and client care. We believe in building a strong local presence in each market we serve, hiring experienced General Managers and sales personnel, and developing strong relationships with clients by selling services face-to-face and acting as the client's telecommunications consultant.
Principal Products or Services
The main product that we sell is Internet Bandwidth, “high speed wireless internet service,” to end users and other companies that service the end users. Our wholesale channel strategy targets internet service providers (“ISPs”) and other internet service resellers for SpeedPal’s services, including this high speed wireless internet service. Additionally, we provide Web Site Hosting for businesses and individuals, high speed internet and wireless high speed internet, and in addition, we are developing a platform to provide IPV and VOIP services.
Markets Serviced
SpeedPal Broadband services the Willamette Valley in Oregon. Our current markets include the cities of Salem, Dallas, Monmouth, Independence, Jefferson, Stayton, Aumsville, Keizer, rural Albany and various other smaller towns within a 20 mile line of sight radius of our centrally located tower on Prospect Hill in Salem Oregon.
Distribution Methods of the Products or Services
SpeedPal’s central tower location and internet backbone is located at 7010 Skyline Rd. Salem, OR 97306. This location has a line of site view to the cities listed above in the Section above entitled Markets. The tower has three Motorola Canopy radios in the 5.8 GHz range, two Motorola Canopy in the 2.4 GHz range, and one Tranzeo 2.4 GHz access point.
These access points have a dual purpose: 1) To provide direct service to our customers who have line of site to the tower location, and 2) To provide service to our repeater sites (hybrid access points) that have line of site to our tower. We currently have 16 Hybrid Access Point deployed in the greater Willamette Valley area which provide last mile internet service to previously un-served customers.
Status of Any Publicly Announced New Product or Service
Speedpal has technology which allows it to provide “last mile” terrestrial internet service and has new systems being deployed from a proprietary technology “Beta” platform. More information on these technical developments will be released as Speedpal grows its customer base specific to that market.
Competitive business conditions and the Company’s competitive position in the industry and methods of competition
Speedpal does compete with several other much larger and well funded companies as well as smaller ones that tend to be similar to us in size in some portions of our service area footprint. Comcast, Clear, Qwest, Sprint, Verizon, and AT&T are among the larger companies that compete in the same business arena as us. However, we have areas where competition is non-existent except for satellite or dial-up which we see as a non-threat at this stage due to existing technical limitations. Additionally, the larger competitors do not generally service our primary markets. We do not advertise or formally market our services. We obtain our business opportunities mostly from word of mouth, direct marketing and the internet. We cannot provide any assurances that the current approach will be successful in the future.
Sources and availability of raw materials and the names of the Principal Suppliers
LS Networks is Speedpal’s principle supplier for Internet Bandwidth, which is the main product the Company sells to its customer base. Speedpal has alternative sources of Internet Bandwidth in place should it be needed however we are confident that we will continue to do business with LS Networks.
Motorola is our backbone technology provider, however there are many other companies Speedpal can use as a source for our customer premise equipment.
Dependence on one or few major customers
Speedpal has no one customer that could affect our profitably or success. We believe in building our business on a one customer at a time platform for both commercial and residential service.
Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration Intellectual Properties and Licenses
The company maintains its web site at http://www.speedpal.com. We have no patents or trademarks.
Need of any governmental approval of principal products or services
SpeedPal Broadband operates under the non-federally regulated radio frequency band.
Effect of existing or probable governmental regulations on the business
See Section relating to Risk Factors, below.
Research and Development
The company as part of its market and the technology space is constantly in somewhat of a development mode. The company maintains its customer’s expectations for service as needed, it also is better able to achieve its growth goals as technology improves in this manner. The company spends no additional dollars however as its part of the day to day growth.
Costs and effects of compliance with environmental laws
None.
Number of total employees and number of full-time employees
As of December 31, 2010, we had 1 employees, 1 of these are on a full-time basis. We believe we have a good working relationship with our employees, which are not represented by a collective bargaining organization.
Reports to Security Holders
We are subject to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “1934 Act”), which regulates proxy solicitations. Section 14(a) requires all companies with securities registered pursuant to Section 12(g) thereof to comply with the rules and regulations of the Commission regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to stockholders at a special or annual meeting thereof or pursuant to a written consent will require us to provide its stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the Commission at least 10 days prior to the date that definitive copies of this information are forwarded to stockholders.
We are also required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Commission on a regular basis, and will be required to timely disclose certain events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.
The public may read and copy any materials the Company files with the SEC at the SEC’s public reference room at 100 F Street, NE, Washington D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. Eastern Time. Information may be obtained on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Moreover, the Company maintains websites at http://www.speedpal.com that contains important information about the Company, including biographies of key management personnel, as well as information about the Company’s business. This information is publicly available (i.e., not password protected) and is updated regularly.
ITEM 1A.
ITEM 1A.
RISK FACTORS
Media Tech faces a wide range of competition in areas served by Media Tech’s systems which could adversely affect Media Tech’s future results of operations.
Media Tech competes with a number of different sources, which provide ISP services to consumers. Media Tech competes directly with cable companies, telephone companies and other companies that use satellites, operate competing systems in the same communities Media Tech serves or otherwise offer other services to Media Tech’s subscribers and potential subscribers. Some local telephone companies provide, or have announced plans to provide, ISP services within and outside their telephone service areas. Additionally, Media Tech is subject to competition from telecommunications providers and Internet service providers, in connection with offerings of new and advanced services, including high-speed Internet services and VOIP service. This competition may materially adversely affect Media Tech’s business and operations in the future.
Numerous companies, including telephone companies, have introduced DSL, which provides Internet access to subscribers at data transmission speeds substantially greater than that of conventional analog modems. Media Tech expects other advances in communications technology, as well as changes in the marketplace, to occur in the future. Other new technologies and services may develop and may compete with services that we offer. In recent years, Congress has enacted legislation and the FCC has adopted regulatory policies intended to provide a favorable operating environment for existing competitors and for potential new competitors to Media Tech’s systems. Similarly, some states in which Media Tech operates have enacted, and other states are considering, state-wide franchising that will allow telephone companies and other competitors to construct and operate cable systems with fewer regulatory and contractual requirements and without negotiating individual franchises with each community. These ongoing and future technological, legislative and regulatory developments could have a negative impact on Media Tech’s business operations.
Media Tech is subject to regulation by federal, state and local governments which may impose costs and restrictions.
Media Tech’s operations are regulated extensively by federal and local governments and by some state governments. Media Tech expects that legislative enactments, court actions and regulatory proceedings will continue to clarify and in some cases change the rights and obligations of ISP companies and the industry’s current and future competitors under the Communications Act and other laws, possibly in ways that Media Tech has not foreseen. Congress considers new legislative requirements potentially affecting our businesses virtually every year. Additionally, some states have adopted, and other states, the U.S. Congress and the FCC are actively considering, changes in franchising requirements that will allow competitors to construct and operate systems and to compete with operators like Media Tech more effectively and with fewer regulatory requirements. The results of these legislative, judicial and administrative actions may materially adversely affect Media Tech’s business operations.
Media Tech is subject to additional regulatory burdens in connection with the provision of phone services, which could cause Media Tech to incur additional costs.
Media Tech is subject to risks associated with the regulation of Media Tech’s circuit-switched phone services by the FCC and state public utility commissions. Telecommunications companies generally are subject to significant common-carrier regulation. This regulation could materially adversely affect Media Tech’s business operations.
Media Tech has launched VOIP phone service in certain markets. The FCC has initiated a rulemaking to consider whether and how to regulate VOIP services. VOIP services may also be subject to potential regulation at the state level, and several states have attempted to impose traditional common-carrier regulation on such services. It is unclear how these VOIP-related proceedings at the federal and state levels, and related judicial proceedings that will ensue, might affect Media Tech’s planned VOIP service.
Media Tech may face new regulatory requirements because of technological advances which could adversely affect Media Tech’s future results of operations.
Ever since high-speed cable Internet service was introduced, some local governments and various competitors have sought to impose regulatory requirements on how Media Tech deals with Internet service providers. Thus far, only a few local governments have imposed such requirements, and the courts have invalidated all of them. The FCC has refused to treat Media Tech’s high speed Internet service as a common carrier “telecommunications service,” and instead has classified it as an “interstate information service,” which has historically resulted in significantly reduced regulatory obligations. However, the FCC is still considering whether it should impose any regulatory requirements on high speed broadband services and also whether local franchising authorities should be permitted to impose fees or other requirements, such as service quality or customer service standards on such services. Some franchising authorities may attempt to impose such requirements and make them a condition of Media Tech’s franchises. Also, some franchising authorities have requested payment of franchise fees on high-speed broadband service revenues. Media Tech cannot now predict whether these or similar regulations will be adopted; however, such requirements, if adopted, could adversely affect the results of Media Tech’s operations.
We have very limited financial resources.
We have limited resources, and there can be no assurance that we will be able to raise any necessary capital that may be needed to carry on our business. We have incurred, and will continue to incur, operating losses for the foreseeable future. Even if we achieve profitability there can be no assurance that we can sustain or increase profitability on a quarterly or annual basis. Our failure to meet and realize our objectives may have a material adverse effect on our business, financial condition and results of operations, including failure as a business.
Our financial statements are prepared using principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, we do not have significant cash or other material liquid assets, nor do we have an established source of revenue sufficient to cover our operating costs and to allow us to continue as a going concern. We may, in the future, experience significant fluctuations in our results of operations. If we are required to obtain debt or equity financing our illiquidity could suppress the value and price of our shares if and when trading in those shares develops. However, any future offerings of securities may not be undertaken, and if undertaken, may not be successful or the proceeds derived from these offerings may be less than anticipated and/or may be insufficient to fund operations and meet the needs of our business plan. Our current working capital is not sufficient to cover expected cash requirements for 2011 or to bring us to a positive cash flow position. It is possible that we will never become profitable and will not be able to continue as a going concern. Our independent auditors included an explanatory paragraph in their opinion on our 2010 financial statements discussing the uncertainty of our ability to continue as a going concern.
We are and will continue to be completely dependent on the services of our president, the loss of whose services would likely cause our business operations to cease.
Our current business strategy is completely dependent upon the knowledge, reputation and business contacts of our president. If we were to lose his services it is unlikely that we would be able to continue conducting our business plan even if some financing is obtained.
Our success depends on our ability to maintain our professional reputation and name. If we are unable to do so, our business would be significantly and negatively impacted.
We depend on our overall reputation and name recognition to secure new engagements. We will obtain and are likely to continue obtaining many of our new engagements from existing clients or from referrals by those clients. A client who is dissatisfied with our work can adversely affect our ability to secure new engagements. If any factor hurts our reputation, including poor performance, we may experience difficulties in competing successfully for new engagements. Failure to maintain our professional reputation and brand name could seriously harm our business, financial condition and results of operations.
We are subject to the periodic reporting requirements of the Securities Exchange Act of 1934 which requires us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.
We are required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm has to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel has to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major affect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we will be required, beginning with our fiscal year ending December 31, 2010, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. Furthermore, our independent registered public accounting firm will be required to report separately on whether it believes that we have maintained, in all material respects, effective internal control over financial reporting. We have not yet completed our assessment of the effectiveness of our internal control over financial reporting. We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.
We currently have only one employee which is not a sufficient number of employees to segregate responsibilities. We may be unable to afford the cost of increasing our staff or engaging outside consultants or professionals to overcome our lack of employees. During the course of our testing, we may identify other deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain adequate internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
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pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of a reporting company;
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provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of a reporting company are being made only in accordance with authorizations of management and/or directors of the reporting company; and
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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the reporting company's assets that could have a material effect on the financial statements.
Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.
Having only one director limits our ability to establish effective independent corporate governance procedures and increases the control of our president.
We have only one director, who is also our principal officer. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues.
Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our president’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.
Risks Related to Our Common Stock
Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.
We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized (125,000,000) but unissued (94,020,000) common shares. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material.
The interests of shareholders may be hurt because we can issue shares of our common stock to individuals or entities that support existing management with such issuances serving to enhance existing management’s ability to maintain control of our Company.
Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized (125,000,000) but unissued (94,020,000) common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of our Company.
Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.
Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.
Our Articles of Incorporation provide for indemnification of officers and directors at our expense and limit their liability. These provisions may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.
Our Articles of Incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's written promise to repay us therefore, if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we may be unable to recoup.
We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.
Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading, and even if quoted, it is likely to be subject to significant price fluctuations.
As of March 15, 2011 there has never been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities. FINRA has assigned us a trading symbol (MDTC) which enables a market maker to quote the shares of our common stock on the OTCBB maintained by FINRA. There can be no assurances as to whether:
(i) any market for our shares will develop;
(ii) the prices at which our common stock will trade; or,
(iii) the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.
In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of us and general economic and market conditions.
Because of the anticipated low price of the securities, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.
Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.
The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.
Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $4.00 per share or with an exercise price of less than $4.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.
For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:
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the basis on which the broker or dealer made the suitability determination, and
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that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, if they trade at all, will be subject to such penny stock rules for the foreseeable future, and our shareholders will, in all likelihood, find it difficult to sell their securities.
The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.
Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:
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Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
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Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
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"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by sales persons;
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Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.
We do not expect to pay cash dividends in the foreseeable future.
We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.
Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.
The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.
Because our directors are not independent directors, we do not currently have independent audit or compensation committees. As a result, our director has the ability, among other things, to determine her own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and any potential investors may be reluctant to provide us with funds necessary to expand our operations.
We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.
Legislation, including the Sarbanes-Oxley Act of 2002, may make it more difficult for us to retain or attract officers and directors.
The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934. We are required to comply with the Sarbanes-Oxley Act. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We continue to evaluate and monitor developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.
Our financial reporting obligations may (in our discretion) be automatically suspended under Section 15(d) of the Securities Exchange Act of 1934 if we have less than 300 shareholders or have not filed a registration statement on Form 8A. If we make a decision to suspend our public reporting, we will no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more restricted.
We are required to furnish proxy statements to security holders, and our directors, officers and principal beneficial owners are required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Securities Exchange Act of 1934.
ITEM 2.
ITEM 2.
PROPERTIES
Media Tech currently leases office space at 495 State St. Salem, OR 97301 for $2000.00 per month on a month-to-month basis. Our main tower is located at 7010 Skyline Road, Salem, OR 97306. Under our lease we pay $723.96 per month. We also lease additional tower space at Wilco Farms in Stayton Oregon, which is also on month-to-month basis. Pursuant to the terms for this lease we pay an annual rate of $1200. The company currently has 15 other repeater sites that are under contract for trade. The company supplies Internet service in trade for the Hybrid Access Point locations to service those communities.
ITEM 3.
ITEM 3.
LEGAL PROCEEDINGS
We are not a party to any pending legal proceeding. No federal, state or local governmental agency is presently contemplating any proceeding against the Company. No director, executive officer or affiliate of the Company or owner of record or beneficially of more than five percent of the Company's common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.
ITEM 4.
ITEM 4.
[REMOVED AND RESERVED]
PART II.
ITEM 5.
ITEM 5.
MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
As of March 15, 2011 there has never been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities. FINRA has assigned us a trading symbol “MDTC” which enables a market maker to quote the shares of our common stock on the OTCBB maintained by FINRA. There can be no assurances as to whether:
(i) any market for our shares will develop;
(ii) the prices at which our common stock will trade; or,
(iii) the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.
In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of us and general economic and market conditions.
Because of the anticipated low price of the securities, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.
Additionally, should such a market arise, the possibility or actual sale into the market of shares of the Company's Common Stock as permitted under Rule 144 of the Securities Act of 1933 may adversely affect prevailing market prices, if any, for the Company's Common Stock and could impair the Company's ability to raise capital through the sale of its equity securities. In order to qualify for unrestricted resale of Common Stock under Rule 144, certain holding periods must be met and a legal opinion setting forth the exemption from registration must be provided. Further, there is no assurance that Rule 144 will be applicable to the Company and investors may not be able to rely on its provisions now or in the future. In addition, sales of significant amounts of Common Stock by the Company subsequent to this offering could have an adverse effect on the market price, if any, for the Company's securities.
The market price of the Company’s common stock will likely fluctuate significantly in response to the following factors, some of which are beyond the Company’s control: variations in its quarterly operating results; changes in financial estimates of its revenues and operating results by securities analysts; changes in market valuations of similar companies; announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; additions or departures of key personnel; future sales of its common stock; stock market price and volume fluctuations attributable to inconsistent trading volume levels of its stock; commencement of or involvement in litigation.
Holders
As of the close of business on March 21, 2011, there were 14 stockholders of record of our common stock, and 30,980,000 shares were issued and outstanding.
The Company has never repurchased any of its equity securities.
Dividends
The Company authorized a stock dividend of two (2) shares of common stock for each issued and outstanding share of Common Stock of the Company effective October 29, 2010 for all shareholders of record on the close of business on the Record Date, with a dividend payment date of November 3, 2010.
We have never paid any cash dividends on shares of our common stock and do not anticipate that we will pay dividends in the foreseeable future. We intend to apply any earnings to fund the development of our business. The purchase of shares of common stock is inappropriate for investors seeking current or near term income.
Securities authorized for issuance under equity compensation plans
None
Recent Sales of Unregistered Securities
At the closing of the Speedpal Acquisition, the Company issued 2,500,000 restricted shares of the Company’s Common Stock to J. Michael Heil, the shareholder of Speedpal. The issuance of the shares of common stock to Mr. Heil was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. The shares of the Company’s common stock issued to Mr. Heil will be restricted shares, and the holders thereof may not sell, transfer or otherwise dispose of such shares without registration under the Securities Act or an exemption therefrom.
On August 11, 2010, the Company sold and issued 3,000,000 shares of Common Stock to an accredited investor at a price of $0.10 per share, for cash proceeds to the Company of $100,000. No underwriters were used. The securities were sold pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The certificate representing the shares contained a restricted legend.
Subsequent Events
Subsequent to the period covered by this report, on January 12, 2011, the Company executed a Share Exchange Agreement pursuant to which it 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 Common stock of MDTC, $0.001 par value per share. As a result of the stock-for-stock exchange, TechTV will become a wholly-owned subsidiary of the Company. No underwriters were used. The securities were sold pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The certificate representing the shares contained a restricted legend.
ITEM 6.
ITEM 6.
SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 7.
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY FORWARD - LOOKING STATEMENT
Statements included in this Management's Discussion and Analysis of Financial Condition and Results of Operations, and in future filings by the Company with the Securities and Exchange Commission, in the Company's press releases and in oral statements made with the approval of an authorized executive officer which are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The following important factors, among others, in some cases have affected and in the future could affect the Company's actual results and could cause the Company's actual financial performance to differ materially from that expressed in any forward-looking statement: (i) the extremely competitive conditions that currently exist in the three dimensional software development marketplace are expected to continue, placing further pressure on pricing which could adversely impact sales and erode profit margins; (ii) many of the Company's major competitors in its channels of distribution have significantly greater financial resources than the Company; and (iii) the inability to carry out marketing and sales plans would have a materially adverse impact on the Company's projections. The foregoing list should not be construed as exhaustive and the Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
After the acquisition of SpeedPal Broadband, Inc , on February 26, 2010, the Company discontinued its prior commercial appraisal business. The figures presented in the financial statements for the current year ended December 31, 2010 reflect the continuing operations of the Company’s subsidiary, SpeedPal Broadband, Inc. from the date of acquisition through the end of the year. The figures for the year ended December 31, 2009 reflect the discontinued assets, liabilities and operations of the previous business.
THE YEARS ENDED DECEMBER 31, 2010 AND 2009
Revenues - Revenue for the year ended December 31, 2010 totaled $142,164 from the sale of high-speed broadband internet service. There were no operations in the prior year.
Operating Expenses- Operating expenses for the year ended December 31, 2010 consist of consulting, which totaled $123,523, professional fees of $95,405 and general and administrative expenses of $63,845. .
Other - The Company recognized an $18,856 expense relating to the acquisition of SpeedPal Broadband and also recorded an impairment of goodwill expense of $150,594 related to that acquisition.
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 year ended December 31,, 2010, we realized net proceeds of $62,476 from borrowings from related parties and $100,000 gross proceeds from the sale of common stock. We have used these proceeds to fund ongoing operations. At December 31, 2010, we had available cash of $23,902. We are currently being funded with borrowings from related parties and plan to raise additional capital through the sale of stock. The Company expects to continue to rely on related parties on an as needed basis until such a time that we can procure additional financing and, or our operations are able to generate cash 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 December 31, 2010, we had total current assets of $23,902 and total current liabilities of $252,170 resulting in a working capital deficit of $228,268. Current assets consist of cash. Current liabilities consists of accounts payable and accrued expenses of $36,061, customer deposits of $5,539 and related party payables of $210, 570. These assets and liabilities relate to the business of the acquired business, Speedpal Broadband. At December 31, 2009 we had total current assets of $5,839 and total current liabilities of $30,368. These assets and liabilities were related to the assets and liabilities of the discontinued appraisal business.
Net cash used by continuing operating activities was $116,824 for the year ended December 31, 2010. Cash flows for year ended December 31, 2009 were related to the discontinued operations and are immaterial.
Net cash used in investing activities was $22,714 for year ended December 31, 2010. . Of this balance $21, 750 was used to purchase furniture and equipment and $964 was related to cash relinquished in discontinued operations.
Recently Issued Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.
Critical Accounting Policies
Excepting those accounting policies listed in the footnotes to the financial statements, the Company does not expect other accounting policies to have a significant impact on its results of operations, financial position or cash flow.
Seasonality
We do not typically experience a significant seasonal impact in our business.
ITEM 7A
ITEM 7A
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 8.
ITEM 8.
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
December 31, 2010 and 2009
C O N T E N T S
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Stockholders’ Deficit
Consolidated Statements of Cash Flows
Notes to the Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Media Technologies, Inc.
Salem, Oregon
We have audited the accompanying consolidated balance sheets of Media Technologies, Inc. as of December 31, 2010 and 2009 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Media Technologies, Inc. as of December 31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had an accumulated deficit at December 31, 2010 and had a net loss and cash used in operating activities for the year then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Li & Company, PC
Li & Company, PC
Skillman, New Jersey
March 31, 2011
MEDIA TECHNOLOGIES, INC.
(Formerly Town and Country Appraisal Services, Inc.)
Consolidated Balance Sheets
See accompanying notes to the consolidated financial statements.
MEDIA TECHNOLOGIES, INC.
(Formerly Town and Country Appraisal Services, Inc.)
Consolidated Statements of Operations
See accompanying notes to the consolidated financial statements.
MEDIA TECHNOLOGIES, INC.
(Formerly Town and Country Appraisal Services, Inc.)
Consolidated Statements of Stockholders' Deficit
See accompanying notes to the consolidated financial statements.
MEDIA TECHNOLOGIES, INC.
(Formerly Town and Country Appraisal Services, Inc.)
Consolidated Statements of Cash Flows
See accompanying notes to the consolidated financial statements.
MEDIA TECHNOLOGIES, INC.
(Formerly Town and Country Appraisal Services, Inc.)
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
NOTE 1 - ORGANIZATION
Nature of Business
Media Technologies, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on April 16, 2007. On February 26, 2010, the Company entered into a Share Exchange Agreement with Speedpal Broadband, a Nevada corporation (“Speedpal”), and the sole shareholder of Speedpal, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of Speedpal. Pursuant to the terms of the Share Exchange Agreement, the Company issued 7,500,000 shares of its common stock to the Speedpal shareholders, in exchange for all the issued and outstanding capital stock of Speedpal, thereby making Speedpal a wholly-owned subsidiary of the Company.
Concurrently with the closing of the Speedpal Acquisition, the principal shareholders of the Company, transferred 21,000,000 of their 28,020,000 shares in the Company to two independent, un-related individuals, and the operations of the prior appraisal service business of the Company was transferred to the shareholders in consideration of the cancellation of 7,020,000 shares of the Company’s common stock, the balance of their shares of common stock in the Company.
Speedpal is engaged in the business of providing high speed broadband internet services to both residential and commercial customs.
During the year ended December 31, 2010, the Company changed its name to Media Technologies, Inc. to better reflect the Company’s business plan and operations. The Company intends to invest in and own businesses operating in electronic media.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America.
Principles of Consolidation
The consolidated financial statements include all the accounts of the Company as of December 31, 2010 and 2009. Speedpal is included as of December 31, 2010 and for the period from February 26, 2010 (date of acquisition) through December 31, 2010. All inter-company balances and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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.
MEDIA TECHNOLOGIES, INC.
(Formerly Town and Country Appraisal Services, Inc.)
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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. Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows from revenues, customer relationships, key management and market positions, assumptions about the period of time the acquired trade names will continue to be used in the Company’s combined product portfolio, and discount rates used to establish fair value. 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.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
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 asset, which includes furniture and fixtures and goodwill, is 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 determined that there was an impairment of the goodwill as of December 31, 2010 and recorded an impairment charge of $150,594 to other income (expense).
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 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:
MEDIA TECHNOLOGIES, INC.
(Formerly Town and Country Appraisal Services, Inc.)
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2010 or 2009; no gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the year ended December 31, 2010 or 2009.
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.
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.
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. There were no potentially dilutive shares outstanding as of September 30, 2010 or 2009.
Commitments and Contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
MEDIA TECHNOLOGIES, INC.
(Formerly Town and Country Appraisal Services, Inc.)
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that require new disclosures as follows:
1.
Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
2.
Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).
This Update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows:
1.
Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
2.
Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.
This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 changes the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.
MEDIA TECHNOLOGIES, INC.
(Formerly Town and Country Appraisal Services, Inc.)
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In April 2010, the FASB issued ASU No. 2010-13, “Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). This update provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010.
Recent Accounting Pronouncements (continued)
In August 2010, the FASB issued ASU 2010-21, “Accounting for Technical Amendments to Various SEC Rules and Schedules: Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies” (“ASU 2010-21”), was issued to conform the SEC’s reporting requirements to the terminology and provisions in ASC 805, Business Combinations, and in ASC 810-10, Consolidation. ASU No. 2010-21 was issued to reflect SEC Release No. 33-9026, “Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies,” which was effective April 23, 2009. The ASU also proposes additions or modifications to the XBRL taxonomy as a result of the amendments in the update.
In August 2010, the FASB issued ASU 2010-22, “Accounting for Various Topics: Technical Corrections to SEC Paragraphs” (“ASU 2010-22”), which amends various SEC paragraphs based on external comments received and the issuance of SEC Staff Accounting Bulletin (SAB) No. 112, which amends or rescinds portions of certain SAB topics. The topics affected include reporting of inventories in condensed financial statements for Form 10-Q, debt issue costs in conjunction with a business combination, sales of stock by subsidiary, gain recognition on sales of business, business combinations prior to an initial public offering, loss contingent and liability assumed in business combination, divestitures, and oil and gas exchange offers.
In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles-Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.
In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.
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 financial statements.
MEDIA TECHNOLOGIES, INC.
(Formerly Town and Country Appraisal Services, Inc.)
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
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 consolidated financial statements, the Company had an accumulated deficit of $308,379 at December 31, 2010, with a net loss from continuing operations of $310,059 and net cash used in operating activities of $116,824 for the year then ended.
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 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
On February 26, 2010, the Company entered into a Share Exchange Agreement with Speedpal Broadband, a Nevada corporation (“Speedpal”), and the sole shareholder of Speedpal, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of Speedpal. Pursuant to the terms of the Share Exchange Agreement, the Company issued 7,500,000 shares of its common stock to the Speedpal shareholder, in exchange for all of the issued and outstanding capital stock of Speedpal, thereby making Speedpal a wholly-owned subsidiary of the Company.
The acquisition of Speedpal was accounted for using the purchase method of accounting in accordance with section 805-10-55 of the FASB Accounting Standards Codification by allocating the purchase price over the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values at the date of acquisition. The excess of the liabilities assumed and the purchase price over the net assets acquired was recorded as goodwill. The purchase price has been allocated to the assets and liabilities as follows:
MEDIA TECHNOLOGIES, INC.
(Formerly Town and Country Appraisal Services, Inc.)
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
NOTE 5 -RELATED PARTY TRANSACTIONS
As of December 31, 2010, the Company owed $210,570 to related parties for funds advanced for its operations. The advances are unsecured, non interest bearing and due upon demand.
NOTE 6 - STOCKHOLDERS’ DEFICIT
The Company is authorized to issue 125,000,000 common shares with a par value of $0.001 per share and 25,000,000 preferred shares with a par value of $0.001 per share.
The Company authorized a stock dividend of two (2) shares of common stock for each issued and outstanding share of Common Stock of the Company effective as of October 29, 2010 for all shareholders of record on the close of business on the Record Date, with an ex dividend payment date of November 3, 2010.
As a result of the stock dividend, and taking into account the rounding up of any fractional shares to the next whole share, there are 33,480,000 shares of Common Stock issued and outstanding. All shares and per share amounts in these consolidated financial statements have been adjusted to give retroactive effect to this stock dividend.
Issuance of Common Stock
On February 26, 2010 the Company issued 7,500,000 shares of its common stock to the Speedpal shareholder, in exchange for all of the issued and outstanding capital stock of Speedpal (See Note 1). Since the issuance was for approximately 25% ownership of the Company, the common stock was valued at its par value of $0.001 per share or $7,500 ($2,500 pre-split) in aggregate.
On August 11, 2010, the Company issued 3,000,000 shares of common stock at $0.01 per share for total proceeds of $100,000.
Cancellation of Common Stock
Concurrently with the acquisition of Speedpal (See Note 1), the Company, cancelled 7,020,000 shares of the Company’s common stock owned by its former majority stockholders. In consideration for this cancelation, the appraisal service business of the Company was transferred to the stockholders.
NOTE 7 - INCOME TAXES
Deferred tax assets
At December 31, 2010, the Company had net operating loss (“NOL”) carry-forwards for Federal income tax purposes of $303,879 that may be offset against future taxable income through 2030. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $104,849 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $104,849.
MEDIA TECHNOLOGIES, INC.
(Formerly Town and Country Appraisal Services, Inc.)
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
NOTE 7 - INCOME TAXES (CONTINUED)
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. The valuation allowance increased approximately $97,128 and $2,098 for the years ended December 31, 2010 and 2009, respectively.
Components of deferred tax assets at December 31, 2010 and 2009 are as follows:
Income taxes in the consolidated statements of operations
A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:
NOTE 8 - DISCONTINUED OPERATONS
The following tables set forth the components of the discontinued operations for the years ended December 31, 2010 and 2009:
MEDIA TECHNOLOGIES, INC.
(Formerly Town and Country Appraisal Services, Inc.)
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
NOTE 8 - DISCONTINUED OPERATONS (CONTINUED)
Summarized Balance Sheet of discontinued operations:
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 to determine if they must be reported. The Management of the Company determined that there were reportable subsequent events to be disclosed:
On January 10, 2011, an officer, director and shareholder of the Company resigned as the officer and director of the Company and entered into an agreement, consent and waiver wherein the officer agreed to return to the Company 7,500,000 shares of common stock. The Company received these shares into treasury and immediately cancelled them.
On January 12, 2011, the Company executed a Share Exchange Agreement pursuant to which it 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 Common stock of MDTC, $0.001 par value per share. As a result of the stock-for-stock exchange, TechTV became a wholly-owned subsidiary of the Company.
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 5,000,000 shares will be issued and held in escrow. The escrow holder shall release a certificate representing 625,000 MDTC shares for each 62,500 subscribers secured under TechTV contracts.
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.
ITEM 9.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A.
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 our Chief Financial Officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B.
ITEM 9B.
OTHER INFORMATION
None.
PART III - OTHER INFORMATION
ITEM 10.
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Identify of directors and executive officers
Our directors and executive officers are as follows:
* Mr. Heil resigned from all positions within the Company effective January 10, 2011.
All of the Company’s directors hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. The officers are appointed by our Board of Directors and hold office until their earlier death, retirement, resignation or removal.
Significant Employees
There are no significant employees other than Mr. Cragun.
Family Relationships
There are no family relationships between any directors or executive officers of the Company, either by blood or by marriage.
Business Experience
The business experience during the past five years of each of the persons presently listed above as an Officer or Director of the Company or a Significant Employee is as follows:
Bryant D. Cragun, age 64, was appointed as the President, CFO, and Secretary of Media Technologies, Inc. effective January 10, 2011. Previously Mr. Cragun was a private financial advisor to small businesses. Mr. Cragun was the founder and Chairman of ZiaSun Technologies, Inc. (“ZiaSun”). During his tenure at ZiaSun, he cultivated, grew and positioned the company to allow his successor to consummate a transaction in which ZiaSun was merged with Telescan Inc. to ultimately form INVESTools, Inc., which then acquired thinkorswim, Inc., an online brokerage specializing in options, all of which was ultimately acquired by TD Ameritrade in 2009 for $606 million dollars. Prior to his founding ZiaSun, Mr. Cragun founded and was a principal of Capital Consultants, Inc. a broker-dealer. He concurrently held a Vice President position at Smith Barney and begun his career in the brokerage field working for Goldman Sachs & Co. Mr. Cragun holds both a Bachelor of Arts and a Masters in Business Administration.
There currently are no agreements or understandings under which Mr. Cragun will receive compensation for his service on the Board of Directors or as an executive officer.
There are no arrangements or understandings between Mr. Cragun and any other persons pursuant to which he was selected as a director. There are no current or proposed transactions between the Company and Mr. Cragun or his immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Directorships
No Director of the Company or person nominated or chosen to become a Director holds any other directorship in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any other company registered as an investment company under the Investment Company Act of 1940.
Involvement in Certain Legal Proceedings
During the past ten years, no present or former director, executive officer or person nominated to become a director or an executive officer of the Company:
(1) was a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Promoters and Control Persons
None.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors and persons who own more than ten percent of the Company's Common Stock, to file initial reports of beneficial ownership on Form 3, changes in beneficial ownership on Form 4 and an annual statement of beneficial ownership on Form 5, with the SEC. Such executive officers, directors and greater than ten percent shareholders are required by SEC rules to furnish the Company with copies of all such forms that they have filed.
Based solely on its review of the copies of such forms filed with the SEC electronically, received by the Company and representations from certain reporting persons, the Company believes that for the fiscal year ended December 31, 2010, all the officers, directors and more than 10% beneficial owners complied with the above described filing requirements.
Code of Ethics
Our board of directors has not adopted a code of ethics due to the fact that we presently only have one director and we are in the development stage of our operations. We anticipate that we will adopt a code of ethics when we increase either the number of our directors and officers or the number of our employees.
Audit Committee and Audit Committee Financial Expert
Our board of directors is comprised of one director, who is not an outside independent director, and as of the date hereof we have not established an audit committee. Accordingly, our board of directors presently performs the functions that would customarily be undertaken by an audit committee.
ITEM 11.
ITEM 11.
EXECUTIVE COMPENSATION
None of our employees is subject to a written employment agreement.
Summary Compensation Table
The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the years ended December 31, 2010 and 2009. Other than as set forth herein, no executive officer's salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred.
* Mr. Heil resigned from all positions held with the Company on January 10, 2011.
Outstanding Equity Awards at Fiscal Year End
There were no outstanding equity awards at December 31, 2010.
Director Compensation
There is no compensation for the Directors.
Securities Authorized for Issuance Under Equity Compensation Plans
There are no securities authorized for issuance under an equity compensation plan.
Issuer Purchases of Equity Securities
There were no stock repurchases during the year ended December 31, 2010.
ITEM 12.
ITEM 12.
SECURITY OWNERSHP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners
As of March 21, 2011, we had 30,980,000 shares of common stock outstanding which are held by 14 shareholders. The following table sets forth information known to us regarding beneficial ownership of our common stock as of March 21, 2011 by each person known or believed by us to own, directly or beneficially, more than 5% of our common stock. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below, based on information furnished by the owners, have sole investment and voting power over the shares.
Security Ownership of Management
The following table sets forth information known to us regarding beneficial ownership of our common stock as of March 21, 2010 by each of our directors, and all of our officers and directors as a group. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below, based on information furnished by the owners, have sole investment and voting power over the shares.
Changes in Control
These reportable events were reported by us on Form 8K filed with the SEC on March 1, 2010.
ITEM 13.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Persons
The Company has not been a party to any transactions between persons who were executive officers, directors, or principal stockholders of our corporation during the fiscal years ended December 31, 2010 and 2009.
Except as set forth above, none of the following parties have, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us.
Review, Approval or Ratification of Transactions with Related Persons
Not Applicable.
Promoters and Certain Control Persons
There have been no material transactions, series of similar transactions, currently proposed transactions, or series of similar transactions, to which the Company is to be a party, in which any promoter or founder, or any member of the immediate family of any of the foregoing persons, had a material interest.
Director Independence
The Board has determined that none of the Company’s Directors have met the independence requirements based upon the application of objective categorical standards adopted by the Board. In making a determination regarding a Director’s independence, the Board considers all relevant facts and circumstances, including the Director’s commercial, banking, consulting, legal, accounting, charitable and familial relationships and such other criteria as the Board may determine from time to time.
ITEM 14.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
During the fiscal year ended December 31, 2010, we incurred approximately $13,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended December 31, 2010.
During the fiscal year ended December 31, 2009, we incurred approximately $750 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended December 31, 2009.
Audit-Related Fees
There were no fees billed during the fiscal years ended December 31, 2010 and 2009 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A.
Tax Fees
There were no fees billed during the fiscal years ended December 31, 2010 and 2009 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning.
All Other Fees
There were no fees billed during the fiscal years ended December 31, 2010 and 2009 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A.
ITEM 15.
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1.
Financial Statements. The Consolidated Balance Sheet of the Media Technologies, Inc., and its subsidiaries as of December 31, 2010 and 2009, the Consolidated Statements of Operations for the period ended December 31, 2010 and 2009, the Consolidated Statements Stockholders’ Equity (Deficit) from December 31, 2008 to December 31, 2010, and Statements of Cash Flows for the period ended December 31, 2010 and 2009, and together with the notes thereto, are included in this Quarterly Report on Form 10-K.
2.
Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K. Exhibits 10.1 through 10.20 relate to compensatory plans incorporated by reference as exhibits hereto pursuant to Item 15(b) of Form 10-K.
(1)
Incorporated by reference to our Registration Statement on Form 10 filed on May 1, 2008.
(2)
Incorporated by reference to our Form 8-K filed with the SEC on March 1, 2010.
(3)
Incorporated by reference to our Form 8-K filed with the SEC on March 25, 2010.
(4)
Filed herewith.
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: March 31, 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: March 31, 2011
/s/ Bryant D. Cragun
__________________________________
By: Bryant D. Cragun
Its: Director