MICROELECTRONICS TECHNOLOGY COMPANY
FORM 10-Q
(Quarterly Report)
Filed 12/11/09 for the Period Ending 09/30/09
Address 1702 ChinaChem Tower,
34 - 37 Connaught Road,
Central, Hong Kong, China.
Telephone (852) 3106-3103
CIK 0001329136
Symbol MELY
SIC Code 3670
Industry Electronic Components & Accessories
Sector Electrical & Electronic Equipment Except Computers
Fiscal Year 06/30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended
September 30, 2009.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 for the transition
period from __________ to ___________
Commission File Number : 333-130767
MICROELECTRONICS TECHNOLOGY COMPANY
(formerly CHINA YOUTV CORP.)
(Exact name of registrant as specified in its charter)
Nevada N/A
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1702 ChinaChem Tower, 34-37 Connaught Road, Central,
Hong Kong, China
(Address of principal executive offices,
including zip code)
852-3106-3103
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes ( X ) No ( )
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T ( 232.405
of this chapter ) during the preceding 12 months (or for
such shorter period that the registrant was required
to submit and post such files). Yes ( ) No ( )
Indicate by check if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ( X )
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a not-accelerated
filer, or a smaller reporting company. See the definitions
of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange
Act.
Large accelerated filer ( ) Accelerated filer ( )
Non-accelerated filer ( ) Smaller reporting company (X)
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).
Yes ( ) No ( X )
At November 10, 2009, the Company had outstanding of
100,060 shares of Common Stock, $0.00001 par value per
share.
MICROELECTRONICS TECHNOLOGY COMPANY
FORM 10-Q
For the Period Ended September 30, 2009
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION Pages
Item 1. Financial Statements .......... 1 - 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......... 8 - 10
Item 3. Quantitative and Qualitative Disclosures about
Market Risk.... 10
Item 4T.Controls and Procedures........... 10
PART II
Item 1. Legal Proceedings................ 10
Item 1A.Risk Factors............ 11
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.. 11
Item 3. Defaults Upon Senior Securities......... 11
Item 4. Submission of Matters to a Vote of Security Holders... 11
Item 5. Other Information......... 11
Item 6. Exhibits and Certifications...... 12
Part 1. Item 1. Financial Statements
MICROELECTRONICS TECHNOLOGY COMPANY
Page No.
Balance Sheets as at September 30, 2009 and June 30, 2009 1
Statements of Operations
For the three months ended September 30, 2009 and 2008
and for the period May 18, 2005 (Inception) to
September 30, 2009. 2
Statements of Cash Flows
For the three months ended September 30, 2009 and 2008
and for the period May 18, 2005 (Inception) to
September 30, 2009 3
Notes to Financial Statements 4-7
MICROELECTRONICS TECHNOLOGY COMPANY
(Formerly: China YouTV Corp.)
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2009
(Expressed in US Dollars)
Microelectronics Technology Company (formerly China YouTV Corp.)
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars )
Sept. 30, June 30,
2009 2009
(Unaudited) (Audited)
ASSETS
Current Assets
Cash $ 193 299
-------------------
Total current assets 193 299
Mineral claims acquisition costs 124,912 124,912
-------------------
Total current assets and total assets 125,105 125,211
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Liabilities
Current Liabilities
Accounts payable and accrued liabilities $ 34,863 62,944
Due to related party 218,351 190,084
-------------------
Total current liabilities and
total liabilities 253,214 253,028
-------------------
Stockholders' Equity (Deficiency)
Preferred stock, $0.00001 par value:
Authorized 200,000,000 shares,
issued and outstanding 0 and 0 shares,
respectively - -
Common stock, $0.00001 par value:
Authorized 200,000,000 shares,
issued and outstanding, 100,060 and
100,060 shares, respectively 1 1
Additional paid-in capital 945,389 945,389
Deferred stock-based compensation (112,500) (135,000)
Accumulated deficit (960,999) (938,207)
-------------------
Total stockholders' equity (deficiency) (128,109) (127,817)
-------------------
Total liabilities and stockholders'
equity (deficiency) $ 125,105 125,211
-------------------
The accompanying notes are an integral part of these financial statements.
1
Microelectronics Technology Company (formerly China YouTV Corp.)
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars )
Cumulative
during the
development
Three months ended stage (May 18,
September 30, 2005 to
2009 2008 Sept. 30, 2009)
Revenue $ - - -
---------------------------------
Expenses
General and administrative 22,792 107,811 953,527
Impairment of mineral claim
acquisition costs and mineral
claim exploration and carrying
costs - - 7,794
---------------------------------
Total operating expenses 22,792 107,811 961,321
---------------------------------
Operating loss (22,792) (107,811) (961,321)
Other income
Interest income - - 322
---------------------------------
Net loss $ (22,792) (107,811) (960,999)
---------------------------------
Net loss per common Share
- Basic and Diluted $ (0.23) (3.59)
Weighted average number
of common shares outstanding 100,060 30,060
The accompanying notes are an integral part of these financial statements.
2
Microelectronics Technology Company (formerly China YouTV Corp.)
(A Development Stage Company)
Statements Of Cash Flows
(Expressed in US Dollars )
Cumulative
during the
development
Three months ended stage (May 18,
September 30, 2005 to
2009 2008 June 30, 2009)
Cash Flows (Used In) Provided By :
Operating Activities
Net Loss $ (22,792) (107,811) (960,999)
Adjustments to reconcile net
loss to net cash used
in operating activities:
Impairment of mineral
property costs - - 6,033
Stock-based compensation 22,500 83,750 684,380
Changes in operating assets
and liabilities:
Prepaid expenses - 1,941 -
Accounts payable and
accrued liabilities (28,081) (2,493) 23,951
---------------------------------
Net cash used in operating activities (28,373) (24,613) (246,635)
---------------------------------
Investing Activities
Mineral claim acquisition
costs incurred - - (6,033)
---------------------------------
Net cash used in investing activities - - (6,033)
---------------------------------
Financing Activities
Loans from related party 28,267 20,000 218,351
Proceeds from sales of common stock - - 34,510
---------------------------------
Net cash provided by
financing activities 28,267 20,000 252,861
---------------------------------
Increase/(Decrease) in Cash (106) (4,613) 193
Cash, beginning 299 24,484 -
---------------------------------
Cash, ending $ 193 19,871 193
Supplemental disclosure of
cash flow information:
Interest paid - - -
Income tax paid - - -
The accompanying notes are an integral part of these financial statements.
3
Microelectronics Technology Company (formerly China YouTV Corp.)
(A Development Stage Company)
Notes to Financial Statements
September 30, 2009
Note 1 - Organization and Business Operations
Microelectronics Technology Company (the "Company") was
incorporated in the State of Nevada on May 18, 2005 under
the name Admax Resources Inc., which name was changed on
February 9, 2007 to China YouTV Corp. and then to
Microelectronics Technology Company on August 31, 2009.
From May 18, 2005 to March 15, 2007, the Company's business
operations were limited to the acquisition of a mineral
claim in British Columbia, Canada and the performance of a
limited amount of exploration work.
On March 16, 2007, the Company entered into a Joint Venture
Agreement with Beijing Hua Ju Net Media Technology Co. Ltd.
("Hua Ju") for a term of 20 years to be organized in
Beijing, People's Republic of China ("China"). The purpose
of the Joint Venture was to conduct a video sharing website
and other related internet interactive media businesses in
China. On May 1, 2009, the Joint Venture Agreement was
terminated.
On April 1, 2009, the Company acquired certain assets of
First Light Resources, Inc. ("First Light"), primarily 6
mineral claims located in Ontario Canada, pursuant to an
Asset Purchase and Sale Agreement. The purchase price for
the assets was $114,000, payable in cash and/or Company
common stock. No cash was paid to First Light and a total
of 55,000 shares of Company common stock were issued to
three designated parties of First Light, increasing the
issued and outstanding shares of Company common stock from
30,060 shares to 85,060 shares. The Company also assumed a
$10,912 account payable of First Light in connection with
this transaction.
The Company is in the development stage and has not
generated any revenues and has incurred losses of $960,999
since inception. At September 30, 2009, the Company had
$193 cash and $253,214 in current liabilities. Further, the
Company incurred a loss of $22,792 during the three months
ended September 30, 2009. In view of these conditions, the
4
ability of the Company to continue as a going concern is in
substantial doubt and dependent upon achieving a profitable
level of operations and on the ability of the Company to
obtain necessary financing to fund ongoing operations. To
meet these objectives, the Company continues to seek other
sources of financing in order to support existing
operations and expand the range and scope of its business.
However, there are no assurances that any such financing
can be obtained on acceptable terms, if at all. These
financial statements do not give effect to any adjustments
which would be necessary should the Company be unable to
continue as a going concern.
Note 2 - Interim Financial Statements
The unaudited financial statements as of September 30, 2009
and for the three months ended September 30, 2009 and 2008
and for the period May 18, 2005 (inception) to September
30, 2009 have been prepared in accordance with accounting
principles generally accepted in the United States for
interim financial information and with instructions to Form
10-Q. In the opinion of management, the unaudited financial
statements have been prepared on the same basis as the
annual financial statements and reflect all adjustments,
which include only normal recurring adjustments, necessary
to present fairly the financial position as of September
30, 2009 and the results of operations and cash flows for
the periods ended September 30, 2009 and 2008. The
financial data and other information disclosed in these
notes to the interim financial statements related to these
periods are unaudited. The results for the three months
ended September 30, 2009 is not necessarily indicative of
the results to be expected for any subsequent quarter of
the entire year ending June 30, 2010. The balance sheet at
June 30, 2009 has been derived from the audited financial
statements at that date.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance
with accounting principles generally accepted in the United
States have been condensed or omitted pursuant to the
Securities and Exchange Commission's rules and
regulations. These unaudited financial statements should
be read in conjunction with our audited financial
statements and notes thereto for the year ended June 30,
2009 as included in our report on Form 10-K.
5
Note 3 - Mineral Claims
As discussed in Note 1, the Company acquired 6 mineral
claims located in Ontario Canada for total consideration of
$124,912, which represents First Light's represented amount
of exploration costs on the properties.
At November 10, 2009, the Company has not yet determined
whether the properties contain reserves that are
economically recoverable.
Note 4 - Due to Related Party
On September 30, 2009, $218,351 was due to several
individuals and corporations related to the Company. These
amounts bear no interest and are due on demand; the Company
recorded no imputed interest on these borrowings.
Note 5 - Common Stock
On April 3, 2009, the Company issued a total of 55,000
restricted shares of common stock to three designated
parties of First Light pursuant to the Asset Purchase and
Sale Agreement dated April 1, 2009 (see Note 1).
On June 4, 2009, the Company issued a total of 15,000 free
trading shares of common stock to four consultants pursuant
to the Company's 2009 Non-Qualified Stock Compensation Plan
which was approved on April 8, 2009. The Company is
amortizing the $150,000 estimated fair value of the 15,000
shares at June 4, 2009 ratably over the period May 1, 2009
to December 31, 2010.
The Company has not issued any stock options or other
convertible securities.
Note 6 - Income Taxes
No provisions for income taxes have been recorded since the
Company has incurred net losses since inception.
The Company provides for income taxes under Statement of
Financial Accounting Standards No. 109, Accounting for Income
Taxes. SFAS No. 109 requires the use of an asset and
6
liability approach in accounting for income taxes. Deferred
tax assets and liabilities are recorded based on the
differences between the financial statement and tax bases of
assets and liabilities and the tax rates in effect currently.
The company has fully impaired any deferred tax asset due
to the improbability of future taxable earnings.
Note 7 - Commitments and Contingencies
In July 2008, the Company received a letter from the
attorney of an investor relations firm referred to in
paragraph 3 of Note 6. The letter asserted that the Company
is obligated to issue an additional 842 shares of common
stock to the investor relations firm and failure to do so
will result in legal action. The Company believes that it
has meritorious defenses to any legal action brought.
Note 8- Subsequent Events
On October 5, 2009, the Company executed a Shares Purchase
Agreement with 722868 Ontario Ltd. ("Seller"), an Ontario
corporation. The agreement provides for the acquisition
from Seller of 51% of the capital stock of Microart
Services Inc. ("Microart"), an Ontario corporation engaged
in the electronic manufacturing and design services
business, in exchange for $500,000 cash and 1,250,000 post
reverse stock split (see succeeding paragraph) shares of
the Company's common stock. The closing, which is subject
to satisfaction of certain conditions precedent to closing,
is to take place on October 15, 2009, or at such other time
as the parties may mutually agree.
Effective October 6, 2009, the Company effectuated a 1 for
1,000 reverse stock split, thereby reducing the issued and
outstanding shares of Common Stock from 100,060,000 prior
to the reverse split to 100,060 following the reverse
split. The financial statements have been retroactively
adjusted to reflect this reverse stock split.
7
PART I
This Interim Report on Form 10-Q contains forward-
looking statements that have been made pursuant to the
provisions of Section 27A of the Securities Act of 1933,
Section 21E of the Securities Exchange Act of 1934, and
the Private Securities Litigation Reform Act of 1995 and
concern matters that involve risks and uncertainties that
could cause actual results to differ materially from
historical results or from those projected in the
forward-looking statements. Discussions containing
forward-looking statements may be found in the material
set forth under "Business," "Management's Discussion and
Analysis of Financial Condition and Results of
Operations" and in other sections of this Form 10-Q.
Words such as "may," "will," "should," "could," "expect,"
"plan," "anticipate," "believe," "estimate," "predict,"
"potential," "continue" or similar words are intended to
identify forward-looking statements, although not all
forward-looking statements contain these words. Although
we believe that our opinions and expectations reflected
in the forward-looking statements are reasonable as of
the date of this Report, we cannot guarantee future
results, levels of activity, performance or achievements,
and our actual results may differ substantially from the
views and expectations set forth in this Interim Report
on Form 10-Q. We expressly disclaim any intent or
obligation to update any forward-looking statements after
the date hereof to conform such statements to actual
results or to changes in our opinions or expectations.
Readers should carefully review and consider the
various disclosures made by us in this Report, set forth
in detail in Part I, under the heading "Risk Factors," as
well as those additional risks described in other
documents we file from time to time with the Securities
and Exchange Commission, which attempt to advise
interested parties of the risks, uncertainties, and other
factors that affect our business. We undertake no
obligation to publicly release the results of any
revisions to any forward-looking statements to reflect
anticipated or unanticipated events or circumstances
occurring after the date of such statements.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This section of this report includes a number of forward-
looking statements that reflect our current views with
respect to future events and financial performance.
Forward-looking statements are often identified by words
like: believe, expect, estimate, anticipate, intend,
project and similar expressions, or words which, by their
nature, refer to future events. You should not place undue
certainty on these forward-looking statements, which apply
only as of the date of this report. These forward-looking
states are subject to certain risks and uncertainties that
could cause actual results to differ materially from
historical results or our predictions.
Overview of the Company's Business
We are a start-up, development stage company and have not
yet generated or realized any substantial revenues from our
business activities. We were incorporated in the State of
Nevada on May 18, 2005. Initially, we acquired the right to
conduct exploration activities on one property, but we did
not own the property. The property consists of one mineral
claim containing 622 acres located in Similkameen region of
British Columbia, Canada. We had intended to explore for
gold on the property. We have not found any commercially
viable mineral deposit, or a reserve, yet. We do not plan
to have further exploration on this property.
On March 16, 2007, the Company entered into a Joint Venture
Agreement with Beijing Hua Ju Net Media Technology Co. Ltd.
("Hua Ju") for a term of 20 years to be organized in
Beijing, People's Republic of China ("China"). The purpose
of the Joint Venture was to conduct a video sharing website
and other related internet interactive media businesses in
China. On May 1, 2009, the Joint Venture Agreement was
terminated.
On April 1, 2009, the Company acquired certain assets of
First Light Resources, Inc. ("First Light"), primarily 6
mineral claims located in Ontario Canada, pursuant to an
Asset Purchase and Sale Agreement. The purchase price for
the assets was $114,000, payable in cash and/or Company
common stock. No cash was paid to First Light and a total
9
of 55,000 shares of Company common stock were issued to
three designated parties of First Light, increasing the
issued and outstanding shares of Company common stock from
30,060 shares to 85,060 shares. The Company also assumed a
$10,912 account payable of First Light in connection with
this transaction.
On October 5, 2009, the Company executed a Shares Purchase
Agreement with 722868 Ontario Ltd. ("Seller"), an Ontario
corporation. The agreement provides for the acquisition
from Seller of 51% of the capital stock of Microart
Services Inc. ("Microart"), an Ontario corporation engaged
in the electronic manufacturing and design services
business, in exchange for $500,000 cash and 1,250,000 post
reverse stock split (see succeeding paragraph) shares of
the Company's common stock. The closing, which is subject
to satisfaction of certain conditions precedent to closing,
is to take place on October 15, 2009, or at such other time
as the parties may mutually agree.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
None
ITEM 4. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer,
after evaluating the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and
15d-15(e) under the Exchange Act) as of the end of the
period covered by this report, have concluded that, based
on the evaluation of these controls and procedures, that
our disclosure controls and procedures were effective.
There were no changes in our internal controls or in other
factors during the period covered by this report that have
materially affected, or are likely to materially affect the
Company's internal controls over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
10
ITEM 1A. RISK FACTORS
There were no material changes to the Risk Factors
disclosed in the Form 10-K filed October 14, 2009.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
On April 10, 2009, the Company issued 55,000 restricted
shares of common stock as payment to First Light Resources
Inc. as per the Asset Purchase and Sale Agreement on April
1, 2009.
On June 4, 2009, the Company issued 15,000 free trading
shares of common stock to four consultants as per the
Company's 2009 Non-Qualified Stock Compensation Plan which
was approved on April 8, 2009.
Effective October 6, 2009, the Company effectuated a 1 for
1,000 reverse stock split, thereby reducing the issued and
outstanding shares of Common Stock from 100,060,000 prior
to the reverse split to 100,060 following the reverse
split. This Form 10-K has been retroactively adjusted to
reflect this reverse stock split.
In addition, effective October 6, 2009, the Company's
quotation symbol on the Over-the-Counter Bulletin Board and
Pink Sheets were changed from CYTV to MELY.
The Company has not issued any stock options or other
convertible securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
11
Item 6. Exhibits
31.1 Certification of the Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.
31.2 Certification of the Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.
32.1 Certification of the Chief Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.
32.1 Certification of the Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.
SIGNATURES
In accordance with 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: December 11, 2009
Microelectronics Technology Company
By: /S/ Brian Stewart
Brian Stewart
Chief Executive Officer
& Director
By: /S/ Michael Lee
Michael lee
Chief Financial Officer
12