UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July~~October 281, 2011

~~Media~~MEDIA ~~Technologies~~TECHNOLOGIES, ~~Inc~~INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

_________________________________________________________________________________________________


Nevada	000-53214	26-1703958
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)

	2360 Corporate Circle, Suite 425, Henderson, Nevada 89703 (Address of principal executive offices)
	(858) 436-3350
	(Registrant’s Telephone Number)

Nevada

(State or Other Jurisdiction of Incorporation)

Nevada	000-53214	26-1703958
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

11995 El Camino Real, Suite 301, San Diego, California	92130
(Address of Principal Executive Offices)	(Zip Code)

(858) 436-3350

(Registrant’s Telephone Number, Including Area Code)

___1393 North Bennett Circle, Farmington, Utah _84025___ (Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 1.01 – ~~ENTRY~~Entry ~~INTO~~into Aa ~~MATERIAL~~Material ~~DEFINITIVE~~Definitive ~~AGREEMENT~~Agreement.

Effective October 1, 2011, (“Media Technologies” or the “Company”) entered into an Amended and Restated Lock-Up Agreement with The MDW and ~~Plan~~GRW 2000 Irrevocable Trust amending that certain Lock-Up Agreement entered into by the parties on July 28, 2011. Pursuant to the terms of ~~Merger~~the Amended and Restated Lock-Up Agreement, the Lock-Up period was extended from July 28, 2012 to September 30, 2012.

OnThe ~~June~~foregoing ~~14,~~description ~~2011, Media Technologies, Inc. (“Media Tech” or the “Company”) entered into an Agreement and Plan~~ of ~~Merger (~~the ~~“Merger~~transaction ~~Agreement”)~~does ~~with~~not ~~Our~~purport ~~World~~to ~~Live,~~be ~~Inc.,~~complete ~~a Nevada corporation (“OWL”), OWL Acquisition Inc., a Nevada corporation~~ and ~~wholly-owned~~is ~~subsidiary~~qualified ofin ~~Media~~its ~~Tech~~entirety ~~(“Merger~~by ~~Sub”),~~reference ~~and~~to ~~Michael Williams as~~ the ~~Major~~complete ~~Shareholder~~text of ~~OWL (~~the ~~“Major~~Amended ~~Shareholder”)~~and ~~whereby~~Restated ~~Media~~Lock-Up ~~Tech~~Agreement, ~~will~~a ~~acquire~~copy ~~OWL~~of ~~through~~which ~~the~~is ~~Merger~~filed ofas ~~OWL~~Exhibit 10.01 ~~with~~to ~~and~~this ~~into~~current ~~Merger~~report ~~Sub~~on Form 8-K (~~the~~this “~~Merger~~Report”) ~~with Merger Sub being the surviving corporation,~~ and the ~~business~~information ofcontained ~~OWL~~therein ~~continuing~~is ~~through~~incorporated ~~Merger~~herein ~~Sub,~~by ~~under the name Our World Live, Inc~~reference.~~, as a wholly-owned subsidiary of the Company.~~

Also effective October 1, 2011, (“Media Technologies” or the “Company”) entered into a First Amendment to Indemnification Agreement with The ~~closing~~MDW ofand GRW 2000 Irrevocable Trust and The Shawn Wayne 2000 Irrevocable Trust (the ~~Merger~~“Indemnifying ~~occurred~~Shareholders”), amending that certain Indemnification Agreement entered into by the parties on July 28, 2011. Pursuant (to the ~~“Effective~~terms ~~Time”)~~of the First Amendment to Indemnification Agreement, The MDW and GRW 2000 Irrevocable Trust will contribute an additional 672,050 post-merger shares of the Company which will be subject to the Indemnification Agreement, and the Company consented to the transfer of certain shares which are subject to the Indemnification Agreement, by the Indemnifying Shareholders to various parties in satisfaction of alleged claims by such parties against the Company’s subsidiary, Our World Live Inc., the Company and the Indemnifying Shareholders.

AsThe aforegoing ~~result~~description of the ~~Merger~~transaction ~~Agreement,~~does ~~each~~not ~~outstanding~~purport ~~share~~to ~~of OWL common stock shall~~ be ~~cancelled,~~complete ~~extinguished~~ and ~~converted~~is ~~into~~qualified ~~and~~in ~~become~~its ~~the~~entirety ~~right~~by reference to ~~receive~~the acomplete ~~pro~~text ~~rata portion~~ of the ~~Merger~~First ~~Consideration~~Amendment ~~which shall be equal~~ to ~~the~~Indemnification ~~number~~Agreement, ofa ~~shares~~copy of ~~COAH~~which ~~Common~~is ~~Stock~~filed ~~held~~as byExhibit 10.02 ~~each~~to ~~COAH~~this ~~Shareholder~~current ~~multiplied~~report byon ~~the~~Form 8-K ~~Exchange Ratio of 0.3333~~ (~~the~~this “~~Exchange Ratio~~Report”), ~~rounded,~~and ~~if necessary, up to~~ the ~~nearest~~information ~~whole~~contained ~~share~~therein ofis ~~restricted~~incorporated ~~Common~~herein ~~Stock~~by ~~of the Company~~reference. ~~Based on the Exchange Ratio, as a result of the Merger, the OWL Shareholders will own approximately 14,103,240 restricted shares of the Company.~~

AEffective ~~description~~as of October 1, 2011, the ~~specific~~Company’s ~~terms~~wholly-owned ~~and~~subsidiary, ~~conditions~~Our ofWorld ~~the~~Live, ~~Merger~~Inc., isentered ~~set~~into ~~forth~~Note inModification ~~the~~Agreements ~~Merger~~with ~~Agreement~~nine ~~filed~~(9) asConvertible Note Holders which notes have an ~~Exhibit~~aggregate ~~2.01~~unpaid principal balance of $630,000, to (i) extend the ~~Form~~maturity ~~8-K~~date ~~filed~~of bythe Note to that date which is the ~~Company~~later onof (x) six (6) months from the Original Maturity Date, or (y) June 1530, ~~2011~~2012, and (ii) amend Section 2(a) of the Notes regarding the Conversion by Holder to provide that the Note is ~~incorporated~~not ~~herein~~convertible by ~~reference.~~Lender until after June 30, 2010.

~~Lock~~The foregoing description of the transaction does not purport to be complete and is qualified in its entirety by reference to the complete text of the Form of the Note Modification Amendment, a copy of which is filed as Exhibit 10.03 to this current report on Form 8-UpK ~~Agreements~~(this “Report”) and the information contained therein is incorporated herein by reference.

Effective ~~July~~as 28of October 1, 2011, ~~and~~the asCompany aand ~~condition of~~ the ~~Merger~~Company’s ~~Agreement~~wholly-owned subsidiary, ~~The~~Our ~~MDW~~World ~~and~~Live, ~~GRW~~Inc., ~~2000~~entered ~~Irrevocable~~into ~~Trust~~Amended and ~~The~~Restated ~~Shawn~~Convertible ~~Wayne~~Promissory ~~2000~~Notes ~~Irrevocable~~with ~~Trust~~eleven ~~entered~~(11) ~~into~~Convertible ~~Lock-Up~~Note ~~Agreements~~Holder which ~~provide~~notes ~~that~~have ~~during~~an ~~the~~aggregate ~~first~~unpaid 12principal ~~months~~balance ~~following~~of ~~the Effective Time~~$960, ~~such parties shall not sell~~000, ~~or be entitled~~ to ~~sell~~provide ~~any~~that ~~shares~~(i) ofthat ~~the~~ Company’s ~~Common~~is ~~Stock. The~~a ~~foregoing~~co-borrower ~~summary~~under ~~description of~~ the ~~terms~~Note, of(ii) that the ~~Lock-Up~~Note ~~Agreement~~is ~~may~~convertible ~~not~~into ~~contain~~shares ~~all information that is~~ of ~~interest~~Company’s tocommon ~~the~~stock, ~~reader.~~(iii) ~~For~~that ~~further~~maturity ~~information~~date ~~regarding the terms and conditions~~ of the ~~Lock-Up~~Note ~~Agreements, this reference~~ is ~~made~~extended to ~~such~~June ~~agreements~~30, ~~which~~2012, ~~are~~and ~~filed~~(iv) asto ~~Exhibit~~reflect ~~10.01~~that ~~through~~the ~~Exhibit~~Note ~~10.02, hereto~~is ~~respectively~~not ~~and~~convertible ~~are~~by ~~incorporated~~the ~~herein~~Holder byuntil ~~this~~after ~~reference~~June 30, 2012.

~~Indemnification~~The ~~Agreement~~foregoing description of the transaction does not purport to be complete and is qualified in its entirety by reference to the complete text of the Form of the Amended and Restated Note, a copy of which is filed as Exhibit 10.04 to this current report on Form 8-K (this “Report”) and the information contained therein is incorporated herein by reference.

~~Effective~~As ~~July 28, 2011, and as a condition~~ of the ~~Merger~~date ~~Agreement,~~of ~~The~~this ~~MDW~~Current ~~and~~Report ~~GRW~~there ~~2000~~are ~~Irrevocable~~eleven ~~Trust~~(11) ~~and~~Convertible ~~The~~Note ~~Shawn~~Holders ~~Wayne~~which ~~2000~~notes ~~Irrevocable~~have ~~Trust entered into~~ an ~~Indemnification~~aggregate ~~Agreement~~unpaid ~~under~~principal ~~which~~balance ~~these shareholders agreed to indemnify the Company with regard to certain claims. The foregoing summary description~~ of ~~the~~$545,000, ~~terms~~who ofhave ~~the Indemnification Agreement may~~ not ~~contain~~entered ~~all~~into ~~information~~a ~~that~~Note isModification ~~of interest to the reader. For further information regarding the terms and conditions of the Indemnification~~ Agreement, ~~this~~or ~~reference~~Amended ~~is made to such agreement, which is filed as Exhibit 10.03 hereto~~ and ~~incorporated~~Restated ~~herein~~Convertible byPromissory ~~this reference~~Note.

~~Cancellation~~Page 2 of ~~Shares~~5

~~Effective~~Item ~~July 28, 2011, and as a condition of the Merger Agreement, Maynerva E~~5. ~~Escalante and Ranulfo Lograsa entered into an Agreement, Consent and Waiver, agreeing to cancel an aggregate of 16,000,000 shares of common stock of the Company held by them (i~~02.~~e. 8,000,000 shares each) upon the consummation of the Merger.~~

~~The~~Departure ~~foregoing summary description~~ of ~~the~~Directors ~~terms~~or ofPrincipal ~~the~~Officers; ~~Agreement,~~Election ~~Consent and Waiver may not contain all information that is~~ of ~~interest~~Directors; toAppointment ~~the reader. For further information regarding the terms and conditions~~ of ~~the~~Principal ~~Agreement, Consent and Waiver, this reference is made to such agreement, which is filed as Exhibit 10~~Officers.~~04 hereto and incorporated herein by this reference.~~

~~Page~~On 2October 11, 2011, Michael Williams, who serves as the President and CEO, and a Director of 5the Company’s wholly-owned subsidiary, Our World Live, Inc., resigned as a director of the Company in order to focus his full attention on the business of Our World Live. There were no disagreements between Mr. Williams and the Company or any officer or director of the Company which led to Mr. Williams resignation.

ITEM 2.01 – COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

The information provided in Item 1.01 of this Current Report on Form 8-K related to the aforementioned Merger is incorporated by reference into this Item 1.01.

ITEM 5.02 – DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

Media Technologies, Inc.

On July 28, 2011, pursuant to the terms of the Merger Agreement, at the Effective Time, Michael Williams was appointed as an additional director of the Company to serve until the earlier of his resignation or removal or until his successor is duly elected and qualified. Accordingly, the current directors of the Company are Bryant D. Cragun and Michael Williams, and Bryant D. Cragun is the current sole officer of the Company.

Our World Live Inc.

Additionally, at the Effective Time, Michael Williams and Richard Kofoed were appointed as directors, and Michael Williams was appointed as the President, Chief Executive Officer, Chief Financial Officer and Secretary of the Surviving Corporation, Our World Live Inc., to serve until the earlier of their resignation, removal or until his successor is duly elected and qualified.

Michael Williams

Michael Williams, age 43, has experience as a musician, label owner and technology entrepreneur. Raised in West Covina, California, Mr. Williams came to music as a fan first and then as a performer himself. He performed at the reopening of the Statue of Liberty in 1986 and Island Records signed his band, Masquerade, in 1991. Mr. Williams has a Bachelor of Science degree in Business Management from University of Southern California. Mr. Williams worked with Warner Bros.-Elektra-Atlantic Records to discover new talent and was awarded a label distribution through the music giant. He has also served as a manager and career advisor to a number of artists, including multi-platinum rapper Snoop Dogg. In 2000, Mr. Williams was the COO of O2 Entertainment, where he oversaw the company’s creation of 3-dimensional website imaging used by such high-profile clients as Yahoo, Nike and Williams & Sonoma. Mr. Williams co-founded Entertainment Direct TV (EDTV), an entertainment service provider which creates ISPs (internet service providers) for worldwide brands. Mr. Williams currently sits on the board of Broadband Wireless, which acquired EDTV.

Richard J. Kofoed

Mr. Kofoed is the President and founder of NPB Capital Partners, Inc. which was formed to assist companies on complex transactions in the following areas; Real Estate, Business and Financial Analysis, Business Development, Financial Restructuring, Mergers & Acquisitions (M&A), Capital Sourcing, Portfolio Management, Business Plan Development, Tax Planning and Government Incentives at the Federal, State, City and County levels. In 1997 Mr. Kofoed founded R.J. Kofoed & Associates, Inc., to assist companies in developing brand and marketing strategies to the foodservice industry. R.J. Kofoed & Associates specialized in the private label branding of products in the beverage, disposable and non-food categories. In 1993 Mr. Kofoed went to work for Carolina Restaurant Enterprises, a family owned franchisee of Red Robin Restaurants located in North Carolina. Mr. Kofoed was responsible for day-to-day operations for the companies 3 restaurants. The company was sold in 1997. In 1983 Mr. Kofoed joined his brothers at Leggoons Sportswear, a start-up family business in the young men’s surf and sportswear category, to handled sales in the southern region of the United States, and later the western states. The company was sold. In 1988 Mr. Kofoed became Director of Sales for Take Cover Swimwear, a boutique Jr. Swimwear and Sportswear’s Company with annual revenues under $1 million which reached annual sales of $9 million. The company was sold in 1992. Mr. Kofoed attended The University of Nebraska where he majored in Finance. Mr. Kofoed is married and has 4 children. Mr. Kofoed is involved with several charitable organizations Young Life, World Vision and FCA to name a few. Mr. Kofoed is a licensed real estate agent in California.

Page 3 of 5

Item 9.01 – Financial Statements and Exhibits

(ad) Exhibits

Financial Statements. We intend to file an amendment to this report upon receipt of the completed financial statements for the business acquired pursuant to Rule 8-04 of Regulation S-X.


Exhibit
Number	Description of Exhibit
10.01	Amended and Restated Lock-Up Agreement.
10.02	First Amendment to Indemnification Agreement.
10.03	Form of Note Modification Agreement.
10.04	Form of Amended and Restated Convertible Note

~~(d)~~ ___________________________

~~Exhibits.~~* Schedules ~~The~~and ~~following~~ exhibits ~~are~~have ~~either~~been ~~filed~~omitted aspursuant ato ~~part~~Item 601(b)(2) of ~~hereof~~Regulation S-K. orMedia ~~are~~Technologies ~~incorporated~~hereby byundertakes ~~reference.~~to ~~Exhibit~~furnish ~~numbers~~supplemental ~~correspond~~copies toof any of the ~~numbering~~omitted ~~system~~schedules inand ~~Item 601~~exhibits ofupon ~~Regulation~~request ~~S-K.~~by the Securities and Exchange Commission.

Exhibit
Number	Description of Exhibit
2.01	Agreement and Plan of Merger dated June 14, 2011(1)
10.01	MDW and GRW 2000 Irrevocable Trust - Lock-Up Agreement(2)
10.02	The Shawn Wayne 2000 Irrevocable Trust - Lock-Up Agreement(2)
10.03	Indemnification Agreement(2)
10.04	Agreement, Consent and Waiver(2)

Page 3 of 5

________________________

(1)

Incorporated by reference to our Form 8-K filed with the SEC on June 15, 2011.

(2)

Filed herewith.

Page 4 of 5

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Media Technologies, Inc.

Dated: ~~August~~October 128, 2011

/s/ Bryant D. Cragun

By: Bryant D. Cragun

Its: President ~~and Chief Executive Officer~~

Page 4 of 5

EXHIBIT INDEX


Exhibit
Number	Description of Exhibit
10.01	Amended and Restated Lock-Up Agreement.
10.02	First Amendment to Indemnification Agreement.
10.03	Form of Note Modification Agreement.
10.04	Form of Amended and Restated Convertible Note

Page 5 of 5

Filing Compare · MEDIA TECHNOLOGIES, INC.