Media Technologies : Amendment 1

Disclosure Statement

(Pursuant to the Pink Basic Disclosure Guidelines & Instructions 2/2021 v3)

Media Technologies, Inc.

(A Nevada Corporation)

4000 McArthur Blvd, Suite 600

Newport Beach, CA 92660

1. [e-mail]

SIC Code: 6719

Quarterly Report - Amendment 1

For the Reporting Period Ending:

June 30, 2021

As of the Current Reporting Period(quarter ending June 30, 2021), and adjusted for all approved but pending issuances of certificates during the period, the number of shares outstanding of our Common Stock was: 74,783,240.

As of the Prior period , the quarter ending March 31, 2021, and adjusted for all approved but pending issuances of certificates during the period, the number of shares outstanding of our Common Stock was: 74,783,240.

As of the year ending December 31, 2020(prior year), and adjusted for all approved but pending issuances of certificates during the period, the number of shares outstanding of our Common Stock was: 74,783,240.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule

12b-2 of the Exchange Act of 1934):	Yes: G	No: X
Whether the company's shell status has changed since the previous reporting period:	Yes: G	No: X
Whether a Change in Control1 of the company has occurred over this reporting period:	Yes: G	No: X

1 "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

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1. Name and address(es) of the issuer and its predecessors (if any).

Current name of the issuer and any names used by predecessor entities and dates of name changes and the state of incorporation/registration of the issuer and each of the predecessors (if any) during the past five years:

Media Technologies, Inc. (5/25/2010 to current)

Town and Country Appraisal Service, Inc. (4/16/2007 to 5/25/2010)

	Current standing of issuer in Nevada:				Active
	Any trading suspensions since inception:				None
	Any stock split, stock dividend, recapitalization, merger,
	acquisition, spin-off, or reorganization currently
	anticipated or that occurred within the past 12 months: None
	Address(es) of the Issuer's principal executive office:	4000 McArthur Blvd, Suite 600, Newport Beach, CA 92660
	Address(es) of the Issuer's principal place of business: Same as above.
	Whether the issuer or any of its predecessors have ever
	been in bankruptcy, receivership, or any similar
	proceeding in the past five years:				Yes: G No: X
2.	Security Information
		Common Stock
	Trading symbol:		MDTC
	CUSIP:		58448P102
	Par or stated value:	$.001
	Total shares authorized:	125,000,000	as of 6/30/2021
	Total shares outstanding:	74,783,240	as of 6/30/2021
	Number of shares in the Public Float2:		2,321,660	as of 6/30/2021
	Total number of shareholders of record:	65		as of 8/1/2021

Note: Includes shares authorized by Board, but certificates not issued yet.

Additional class of securities (if any):

The Company also has 125,000,000 shares of Preferred stock authorized, none of which have been designated into classes or amounts.

Transfer Agent: Action Stock Transfer, 2469 Fort Union Blvd STE 214, Cottonwood Heights, UT 84121; [phone]. Email: [e-mail]

Is the Transfer Agent registered under the Exchange Act? Yes: X No: G

3. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period. Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: G

2 "Public Float" means the total number of unrestricted shares not held directly or indirectly by an officer, director, any person deemed a "control person" (the beneficial owner of more than 10 percent of the total shares outstanding), or any affiliates or immediate family members of officers, directors, or control persons.

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Changes in number of shares outstanding are included in the table below for the years 2019 - 2021:

Number of	Opening Balance:
Shares as of
1/1/2019	Common:	62,483,240
	Preferred:	-0-
Date of	Transaction		Number of Shares	Class of	Value of	Shares	Individual/ Entity Shares	Reason for share	Restricted	Exemption
Transaction	type (e.g.		Issued or	Securities	shares issued	issued at	were issued to.	issuance OR Nature	or not as of	or
	new		cancelled.		($/per share)	discount		of Services Provided	filing?	Registratio
	issuance,				at Issuance	to		(if applicable)		n Type?
	cancellation)					market?
3/1/2019	Issuance		1,200,000	Comm	$0.001	yes(1)	Lou lipschultz	Management	R	4(a)(2)
								Compensation
3/1/2019	Issuance		2,400,000	Comm	$0.001	yes(1)	J. Michael Heil	Consulting	R	4(a)(2)
12/9/2019	Issuance		800,000	Comm	$0.001	yes(1)	Superwire	Technology	R	4(a)(2)
							Telecom	Development
12/9/2019	Issuance		300,000	Comm	$0.001	yes(1)	Kevin Orton	Accounting	R	4(a)(2)
2/1/2020	Issuance		1,300,000	Comm	$0.001	yes(1)	Lou Lipschultz	Management	R	4(a)(2)
								Compensation
2/1/2020	Issuance		2,500,000	Comm	$0.001	yes(1)	J. Michael Heil	Consulting	R	n/a
12/28/2020	Issuance		500,000	Comm	$0.001	yes(1)	Superwire	Technology	R	4(a)(2)
							Telecom	Development
12/28/2020	Issuance		400,000	Comm	$0.001	yes(1)	Kevin Orton	Consulting	R	4(a)(2)
12/28/2020	Issuance		2,900,000	Comm	$0.001	yes(1)	Adaptive HMDO	Consulting	R	4(a)(2)
Shares as of:	Ending Balance:	Footnotes:	(1) Issuance of stock of the	Company categorized as	"restricted," with holding periods pursuant to
				Rule 144, are typically issued at a discount to "the market" of free	trading shares. Furthermore, over the past
6/30/2021:	Common:	74,783,240	five years the Company's stock has been quoted at lows of about	$.002 to highs of $.099, but market
				transactions have been sporadic.
	Preferred:	-0-

Additional note to stock table above: In 2011, the Company acquired all of Our World Live Inc. ("OWL") in exchange for issuance of approximately 14.1 million shares of common stock. In 2012, the Company and OWL executed a recision of that acquisition. Pursuant to that recision, all shares issued pursuant to the acquisition of OWL are to be canceled from the books and records of the Company. Failure of any shareholders to return shares for cancellation may force the Company to commence litigation to cancel shares issued pursuant to the OWL acquisition.

1. Debt Securities, Including Promissory and Convertible Notes

Using the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check box if there are no outstanding promissory, convertible notes or debt arrangements: X

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4. Financial Statements

1. The following financial statements were prepared in accordance with: U.S. GAAP
2. The financial statements for this reporting period were prepared by3 Main Street Consulting & Accounting Services (Kevin Orton, Owner); Relationship to Issuer: Service Provider.
   Financial statements described below have been provided for the most recent fiscal year or quarter.
3. Balance sheet;
4. Statement of income;
5. Statement of cash flows;
6. Financial notes; and

G. Audit letter, if audited

[Not applicable]

Financial statements of the Company have been attached to this disclosure statement.

[Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.]

5. Issuer's Business, Products and Services

A. Summary of Issuer's business operations.

Media Technologies, Inc. ("the Company") was incorporated in Nevada as Town and Country Appraisal Service, Inc. on April 16, 2007. The Company was the successor to a business that performed commercial and residential real estate appraisals since 1976. The Company filed a Form 10 registration statement with the Securities and Exchange Commission ("SEC") in May of 2008 and continued its operations within the real estate industry until 2010.

Initial Operations (1976/2007-2010)

Since its inception, the Company has remained actively engaged in pursuing its business plans involving a variety of projects. Those plans, as is expected with any entity, evolved and changed with changes in market conditions, as well as expansions and contractions of available financial and human resources. Today, the Company continues operations that grew out of product development as far back as 2010.

Business Direction & Operations (2010-2012)

In February 2010, the Company changed is business direction and plans through the acquisition of Speedpal Broadband, Inc., a Nevada corporation ("Speedpal"), thereby making Speedpal a wholly-owned subsidiary. Speedpal was 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. Concurrently with the closing of the Speedpal acquisition, the Company transferred the current appraisal service business to the original owners in consideration of the cancellation of the balance of their shares of common stock in the Company. In connection with the acquisition, J. Michael Heil was appointed a Director and sole officer of the Company, with the other directors officers resigning. Soon thereafter, the Company changed it's name to Media Technologies.

In January of 2011, the Company executed a Share Exchange Agreement pursuant and acquired 100% of the issued and outstanding capital stock of TechTV Media, Inc., a Nevada Corporation ("TechTV"). Bryant Cragun was appointed a director and President/CEO. J. Michael Heil resigned ans an officer & director. As a result, TechTV became a wholly-owned subsidiary of Media Tech. TechTV was engaged in the business of providing, installing, selling and managing advertisement insertion systems. The systems enabled local cable television providers to insert advertising onto network channels on their cable systems and shared revenue generated from television advertising.

In June of 2011, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Our World Live, Inc. ("OWL"), a privately-held company. Under the terms of the Merger Agreement, the Company acquired all of the outstanding equity interest of OWL for restricted shares of the Company. OWL was engaged in the business of live-streaming pop, rock, and R&B concerts in the United States.

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The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.

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By the end of 2011, the Company was experiencing substantial shortages in capital available to develop its three subsidiaries. The effects of limited capital resources increased during 2012 as the Company tried to work through operational challenges within OWL, as well as debt loads within OWL. The Company endeavored to resolve the OWL debt obligations, but was unable to reach a negotiated resolution with OWL creditors. While management actively pursued resolution of various debt obligations within the Company's subsidiaries, as well as any obligations at the parent level, OWL failed to generate planned revenue, which resulted in depriving the other subsidiaries of critical capital for development.

In March of 2012, J. Michael Heil returned to the Company as an officer and director. Mr. Heil was appointed as the Company's president and CEO and immediately worked to find solutions to operational issues that became increasingly difficult as projects failed to meet developmental goals. Bryant Cragun resigned as an officer and director of the Company soon thereafter. Due to unserviceable debt within OWL, and unexpected delays in clearing licenses for future concert broadcasts, the Company & OWL rescinded the acquisition of OWL effective April 2012.

During the first half of 2012, the Company negotiated a rescission of the OWL acquisition. Additionally, the Company endeavored to resolve issues between the Company and old OWL note holders. In mid-September, the Company received final notice that the creditors were not interested in a negotiated resolution. Unable to raise capital to liquidate old debt and fund the reporting requirements under the Securities and Exchange Act of 1934, the Company filed a Form 15 and terminated its status as a "fully reporting company" under the 1934 Act in September of 2012.

After terminating reporting status, Mr. Heil continued assessment of the Company's assets and opportunities and explored what, if any, of the Company's then existing projects could be salvaged. In doing so, he sought, and obtained, the assistance and services of web application, mobile application and streaming media developer Lou Lipschultz. Heil and Lipschultz had been working on projects and product development since early 2011. Mr. Lipschultz created, owned, and operated United Webcast LLC, a company focused on providing live streaming services in a variety of industries. United Webcast was a technological spin-off of Lipschultz's company Let's Go Expo, Inc. ("LGEI"). LGEI commenced business in October 2006 and, over the course of about five years, managed approximately $1 million a year in client revenue, generating LGEI several hundred thousand dollars in annual revenue.

By late 2011, Mr. Lipschultz was assisting the Company in evaluating its media products and endeavors and, in the first quarter of 2012, he was providing advice to Company management about product limitations and possible solutions. Those efforts were short lived as the Company entered a period of substantial capital constraints in the 2012 and refusal of OWL creditors to resolve disputes.

During the fourth quarter of 2012, the Company pursued additional technology opportunities with hopes of returning to a phase of reliable funding. M. Lipschultz was appointed a director and CEO/President. Due to the Company's breach of terms and amended terms of the acquisition of TechTv, which included full and timely funding of TechTv, the parties mutually rescinded the acquisition in November of 2012 and Mr. Heil resigned his positions as a director and officer to focus on salvaging the unfunded TechTv. Mr. Heil, however, continued as a key consultant on product development for the Company.

Recent Operations and Business Activities (2013-2021)

In an effort to recover from the operational and funding disappointments of 2012, in 2013 the Company continued its phase of divesting cash-strapped subsidiaries and began a phase of rebuilding media and technological projects. In January 2013, the Company acquired 100% of United Webcast LLC ("United"), a California-based media technology company that had developed a video conference platform for small to large businesses. United's founder was Lou Lipschultz, now Director & CEO of the Company, with assistance from J. Michael Heil. United's technology, products and services was utilized by relatively "large" groups gathered for an event or meeting. The technology was also customized to be utilized by funeral homes who wanted to extend participation to those who could not attend the services. The Company also expanded the technology to include serving multi-state/venue meetings for organizations like trade unions. Essentially, the technology functioned as a video conferencing service before Zoom Video Technologies existed (A former Cisco engineer and executive founded Zoom in 2011 and launched its software in 2013). The Company, however, was not able to deploy enough financial and human resources to achieve commercial success and substantially reduced United Webcast development by the end of 2015. Additionally, due to lack of capital and the inability to fulfill funding obligations, the Company divested ownership of Speedpal in February 2013.

In January 2015, the Company acquired 51% of Neovix, Inc. ("Neovix"), and the remaining 49% in January of 2016. Neovix has provided, and continues to provide, technological and operational advice and assistance to a number of projects developed by the Company's former president, J. Michael Heil. Consequently, despite his departure in 2012, Mr. Heil has been able to benefit the Company through continued business development of other projects and businesses. Through its subsidiary Neovix, the Company continues to develop media technologies. The Company has exchanged business development and

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