MICROELECTRONICS TECHNOLOGY COMPANY
FORM 10-K/A
(Annual Report)
Filed 02/23/10 for the Period Ending 06/30/09
Address 1702 ChinaChem Tower,
34 - 37 Connaught Road, Central,
Hong Kong, China
Telephone (852) 3106-3103
CIK 0001329136
Symbol MELY
SIC Code 1000 - Metal Mining
Industry Gold & Silver
Sector Basic Materials
Fiscal Year 06/30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended
June 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)
Securities registered pursuant to Section 12(b)
of the Act: None
Securities registered pursuant to Section 12(g)
of the Act: Common Stock, $0.00001 par value
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ( ) No ( X )
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ( ) No ( X )
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 )
The aggregate market value of the voting and non-voting
common equity held by non-affiliates as of the last
business day of the registrant's most recently completed
second fiscal quarter was $165,180 based upon the closing
sales price of the Registrant's Common Stock as reported on
the Over-the-Counter Bulletin Board of $0.003
At February 8, 2010, the Company had outstanding of 100,060
shares of Common Stock, $0.00001 par value per share.
MICROELECTRONICS TECHNOLOGY COMPANY
FORM 10-K/A
For the Fiscal Year Ended June 30, 2009
TABLE OF CONTENTS
PART I Page
Item 1 Business 1-3
Item 1A Risk Factors 3
Item 1B Unresolved Staff Comments 3
Item 2 Properties 4
Item 3 Legal Proceedings 4
Item 4 Submission of Matters to a Vote of 5
Security Holders
PART II
Item 5 Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of
Equity Securities 5-8
Item 6 Selected Financial Data 8
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
Item 7A Quantitative and Qualitative Disclosures About
Market Risk 10
Item 8 Financial Statements and Supplementary Data 11-25
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 26
Item 9A Controls and Procedures 26-27
Item 9B Other Information 27
PART III
Item 10 Directors, Executive Officers and Corporate Governance 27-29
Item 11 Executive Compensation 30
Item 12 Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 30-31
Item 13 Certain Relationships and Related Transactions, and
Director Independence 31
Item 14 Principal Accounting Fees and Services 31-32
PART IV
Item 15 Exhibits, Financial Statement Schedules 33
Signatures
PART I
This Annual Report on Form 10-K 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-K. 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 Annual Report on Form 10-K. 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.
1
Item 1. Description of Business
General Description and Development of Business
We are a start-up, Development Stage Corporation and have
not yet generated or realized any revenues from our
business activities. We were incorporated in the State of
Nevada on May 18, 2005. Initially, we have the right to
conduct exploration activities on one property, but we do
not own any interest in any property. The property consists
of one mineral claim containing 622 acres located in the
Similkameen region of British Columbia, Canada. The one
property consists of one mineral claim. We had intended to
explore for gold on the property. We haven't found any
commercially viable mineral deposit, or a reserve. 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 is 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"), relating to
the mineral exploration industry 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
55,000,000 shares of Company common stock were issued to
three designated parties of First Light, increasing the
issued and outstanding shares of common stock from 30,060
shares to 85,060 shares.
Effective October 6, 2009, the Company effectuated a 1 for
1,000 reverse stock splits, 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.
2
Liquidity and Financial Resources
The Company is in the development stage and has not
generated any revenues and has incurred losses of
$1,076,677 since inception. At June 30, 2009, the Company
had $299 cash, other current assets of $125,211 and
$256,498 in current liabilities. Further, the Company
incurred a loss of $379,605 during the year ended June 30,
2009. In view of these conditions, the 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.
Item 1A. Risk Factors
As the Company has no recent operating history or revenue
and only minimal assets, there is a risk that we will be
unable to continue as a going concern and consummate a
business combination. We have no significant assets or
financial resources. We will, in all likelihood, sustain
operating expenses without corresponding revenues, at
least until the consummation of a business combination.
This may result in our incurring a net operating loss
that will increase continuously until we can consummate a
business combination with a profitable business
opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business
combination.
FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF
MANAGEMENT TO LOCATE AND ATTRACT A SUITABLE ACQUISITION.
Item 1B. Unresolved Staff Comments
None
3
Item 2. Properties
The Company neither rents nor owns any properties. The
Company currently has no policy with respect to investments
or interests in real estate, real estate mortgages or
securities of, or interests in, persons primarily engaged
in real estate activities.
Item 3. Legal Proceedings
In the ordinary course of business, the Company may be
involved in legal proceedings from time to time.
On March 22, 2007, the British Columbia Securities
Commission (the "Commission") sent the Company an Order for
Production of certain documents and records. In August and
September 2007, the Commission issued three Halt Trade
Orders to the Company because the Commission claimed it
became aware of unsolicited electronic mail (spam)
promoting the Company's securities. The Company has
responded to all inquires of the Commission and has advised
the Commission that they were not involved in any way in
the creation or dissemination of the spam, nor do they have
any information as to its origin.
In April 2008, a legal action was brought by a third party
against the Company alleging violations of the Pennsylvania
Unsolicited Telecommunication Advertisement Act. The
action, which sought total damages of approximately $7,100
was dismissed prior to June 30, 2008.
In July 2008, the Company received a letter from the
attorney of the investor relations firm which received
1,400 restricted shares of common stock that had been
issued as partial compensation for certain specified
investor relations services for a period of 3 months
commencing March 1, 2008. The letter asserts 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.
4
Item 4. Submission of Matters to a Vote of Security
Holders
There were no matters submitted to a vote of security
holders during the fourth quarter of 2009.
PART II
Item 5. Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
The Company's Common Stock is presently quoted on the
National Association of Securities Dealers' Over-the-
Counter Bulletin Board and on the "Pink Sheets" under the
symbol "MELY".
As of June 30, 2009, the Company had approximately 12
shareholders on record of its common stock. The Company
has not paid cash dividends on its common stock. The
Company anticipates that for the foreseeable future any
earnings will be retained for use in its business, and no
cash dividends will be paid on the common stock.
Declaration of common stock dividends will remain within
the discretion of the Company's Board of Directors and
will depend upon the Company's growth, profitability,
financial condition and other relevant factors.
The table below reflects the high and low "bid" and "ask"
quotations for the Company's Common Stock for each of the
calendar years covered by this report, as reported by the
National Association of Securities Dealers Over the
Counter Bulletin Board National Quotation System. The
prices reflect inter-dealer prices, without retail mark-
up, markdown or commission and do not necessarily
represent actual transactions.
2009 High Low
1st Quarter 0.0500 0.0090
2nd Quarter 0.0140 0.0025
5
3rd Quarter 0.0140 0.0015
4th Quarter 0.0340 0.0020
2008 High Low
1st Quarter 0.45 0.23
2nd Quarter 0.37 0.10
3rd Quarter 0.12 0.08
4th Quarter 0.07 0.05
The Transfer Agent for the Company's Common Stock is
Presidents Stock Transfer, located at 900 - 850 West
Hastings Street, Vancouver, B.C. V6C 1E1 Canada.
Section 15(g) of the Securities Exchange Act of 1934:
The Company's shares are covered by Section 15(g) of the
Securities Exchange Act of 1934, as amended that imposes
additional sales practice requirements on broker/dealers
who sell such securities to persons other than established
customers and accredited investors (generally institutions
with assets in excess of $5,000,000 or individuals with net
worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouses). For
transactions covered by this Section 15(g), the
broker/dealer must make a special suitability determination
for the purchase and have received the purchaser's written
agreement to the transaction prior to the sale.
Consequently, Section 15(g) may affect the ability of
broker/dealers to sell the Company's securities and also
may affect your ability to sell your shares in the
secondary market.
Section 15(g) also imposes additional sales practice
requirements on broker/dealers who sell penny securities.
These rules require a one page summary of certain essential
items. The items include the risk of investing in penny
stocks in both public offerings and secondary marketing;
terms important to an understanding of the function of the
penny stock market, such as "bid" and "offer" quotes, a
dealers "spread" and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to
6
its customers, including the disclosures required by any
other penny stock disclosure rules; the customers rights
and remedies in causes of fraud in penny stock
transactions; and, the NASD's toll free telephone number
and the central number of the North American Administrators
Association, for information on the disciplinary history of
broker/dealers and their associated persons.
RECENT SALES OF UNREGISTERED SECURITIES
On July 1, 2007, the Company issued a total of 250 shares
of common stock to three consultants pursuant to a
Consultancy Services Agreement dated March 10, 2007. Under
this agreement, the consultants are to perform certain
specified consulting services relating to an on-line video
sharing business for a term of 18 months commencing April
1, 2007. The total consideration to be paid the consultants
was 250 free trading shares of Company common stock (which
was issued and delivered on July 1, 2007). The Company is
amortizing the $187,500 estimated fair value of the 250
shares at March 10, 2007 ratably over the 18 month term of
the agreement.
On October 1, 2007, the Company issued a total of 4,500
shares of common stock to five consultants pursuant to a
Consultancy Services Agreement dated October 1, 2007. Under
this agreement, the consultants are to perform certain
specified consulting services relating to an on-line video
sharing business for a term of 18 months commencing
October 1, 2007. The total consideration to be paid the
consultants was 4,500 free trading shares of Company common
stock (which was issued and delivered on October 1, 2007).
The Company is amortizing the $315,000 estimated fair value
of the 4,500 shares at October 1, 2007 ratably over the 18
month term of the agreement.
On March 4, 2008, the Company issued 1,400 restricted
shares of common stock as partial compensation for certain
specified investor relations services for a period of 3
months commencing March 1, 2008. The Company is amortizing
the $95,200 estimated fair value of the 1,400 restricted
shares at March 4, 2008 ratably over the 3 month period.
7
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 6. Selected Financial Data.
Not applicable
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The following discussion of our financial condition and
results of operations should be read in conjunction with
the financial statements and notes thereto and the other
financial information included elsewhere in this report.
Certain statements contained in this report, including,
without limitation, statements containing the words
"believes," "anticipates," "expects" and words of similar
import, constitute "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve known and
unknown risks and uncertainties. Our actual results may
differ materially from those anticipated in these forward-
looking statements as a result of certain factors,
8
including our ability to create, sustain, manage or
forecast our growth; our ability to attract and retain key
personnel; changes in our business strategy or development
plans; competition; business disruptions; adverse
publicity; and international, national and local general
economic and market conditions.
Overview
The Company does not currently engage in any business
activities that provide cash flow. The Company is
currently in the development stage.
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 is 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"), relating to
the mineral exploration industry 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 common stock from 30,060 shares
to 85,060 shares.
Results of Operations for the Years ended June 30, 2009 and
2008
The audited operating results and cash flows are presented
for the year ended June 30, 2009 and 2008 and for the
period of inception to June 30, 2009.
Revenue. There are no revenue for the year ended June 30,
2009 and 2008.
9
Operating Expenses. For the year ended June 30, 2009, the
company had total operating expenses of $379,605 as
compared to $492,843 for the year ended June 30, 2008.
Consulting Fees. For the year ended June 30, 2009, the
company had consulting fees of $297,206 as compared to
$302,047 for the year ended June 30, 2008, a decrease of
$4,841 in consulting fees.
Professional Fees. For the year ended June 30, 2009, the
company had professional fees of $24,793 as compared to
$68,100 for the year ended June 30, 2008, a decrease of
$43,307.
Net Loss. The net loss for the year ended June 30, 2009,
was $379,605 as compared to $492,843 for the year ended
June 30, 2008, a decrease of $113,238.
Liquidity and Financial Resources
The Company remains in the development stage since
inception. Operations were financed through proceeds from
sales and the issuance of equity and loans from directors.
The directors have also advanced funds into the Company to
cover cash flow deficiencies. The advances have no stated
repayment terms.
The Company's financial statements are presented on a going
concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business. At June 30, 2009, we have been unsuccessful in
our efforts to raise additional capital to meet our plan of
operation. Our cash position as of June 30, 2009 was $299.
Since inception, we have no revenue and have accumulated
operating losses of $1,076,677. At the present time, and
over the next twelve months, our primary focus will be to
explore various methods for raising additional funds and
seeking profitable ventures.
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk.
The Company does not hold any derivatives or investments
that are subject to market risk. The carrying values of
10
any financial instruments, approximate fair value as of
those dates because of relatively short-term maturity of
these instruments which eliminates any potential market
risk associated with such instruments.
Item 8. Financial Statements and Supplementary Data
Microelectronics Technology Company
Index to Financial Statements
Contents Pages
Report of Independent Registered Public
Accounting Firm 12
Balance Sheets as of June 30, 2009 and 2008 13
Statements of Operations for the year ended
June 30, 2009 and 2008 and for the period
May 18, 2005 (Inception) to June 30, 2009 14
Statements of Stockholders' Equity for the
Period May 18, 2005 (Inception) to June 30,
2009 15
Statements of Cash Flows for the year ended
June 30, 2009 and 2008 and for the period
May 18, 2005 (Inception) to June 30, 2009 16
Notes to Financial Statements 17 - 28
11
MICROELECTRONICS TECHNOLOGY COMPANY
(formerly China YouTV Corp.)
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
JUNE 30, 2009 AND 2008
(Expressed in US Dollars)
MANNING ELLIOTT
CHARTERED ACCOUNTANTS
11th floor, 1050 West Pender Street, Vancouver, BC, Canada V6E 3S7
Phone : 604-714-3669 Web : manningelliott.com
Report of Independent Registered Public Accounting Firm
To the Directors and Stockholders
Microelectronics Technology Company (formerly China YouTV Corp.)
(A Development Stage Company)
We have audited the accompanying balance sheet of Microelectronics
Technology Company (A Development Stage Company) as of June 30, 2009
and the related statements of operations, stockholders' deficit, and
cash flows for the year then ended and accumulated from July 1, 2008
to June 30, 2009. The financial statements for the period from May 18,
2005 (Date of inception) through June 30, 2008 include a net loss and
comprehensive loss of $697,072. Our opinion on the statements of
operations, stockholders' deficit and cash flows for the period May 18,
2005 (Date of inception) through June 30, 2008, insofar as it relates
to amounts for prior periods through June 30, 2008, is based on the
reports of other auditors. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit 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 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 also
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides 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
Microelectronics Technology Company (A Development Stage Company) as of
June 30, 2009 and the results of its operations and its cash flows for
the year then ended and accumulated from July 1, 2008 to June 30, 2009,
in conformity with accounting principles generally accepted in the
United States.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has a working capital deficiency and
has incurred operating losses since inception. These factors raise
substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also
discussed in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
As discussed in Note 9 to the financial statements, the Company has
restated the financial statements for the year ended
June 30, 2009.
/s/ MANNING ELLIOTT LLP
CHARTERED ACCOUNTANTS
Vancouver, Canada
February 8, 2010
12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Microelectronics Technology Company (formerly China YouTV Corp.)
I have audited the accompanying balance sheet of Microelectronics
Technology Company (the Company), a development stage company, as
of June 30, 2008 and the related statements of operations, stockholders'
equity (deficiency), and cash flows for the year ended June 30, 2008.
These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
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. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Microelectronics Technology Company, a development stage company, as
of June 30, 2008 and the results of its operations and its cash flows
for the year ended June 30, 2008 in conformity with accounting
principles generally accepted in the United States.
The accompanying financial statements referred to above have been
prepared assuming that the Company will continue as a going concern.
As discussed in Note 1 to the financial statements, the Company's
present financial situation raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard
to this matter are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Michael T. Studer CPA P.C.
Michael T. Studer CPA P.C.
Freeport, New York
September 26, 2008
13
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Notes to Financial Statements
For the Years Ended June 30, 2009 and 2008
(Expressed in US dollars)
June 30, June 30,
2009 2008
(Restated -
Note 8)
Current Assets
Cash $ 299 24,484
Prepaid expenses - 2,136
_______________________
Total current assets 299 26,620
Mineral claims acquisition costs 124,912 -
_______________________
Total assets 125,211 26,620
_______________________
Liabilities and stockholders' deficit
Current Liabilities
Accounts payable $ 55,414 33,252
Accrued liabilities 11,000 27,716
Due to former related party 190,084 170,084
_______________________
Total current liabilities and
total liabilities 256,498 231,052
_______________________
Stockholders' deficit
Preferred stock, $0.00001 par value:
Authorized 200,000,000 shares,
issued and outstanding, none issued - -
Common stock, $0.00001 par value:
Authorized 200,000,000 shares,
issued and outstanding, 100,060
and 30,060 shares, respectively 1 -
Additional paid-in capital 945,389 681,390
Deferred compensation - (188,750)
Accumulated deficit (1,076,677) (697,072)
_______________________
Total stockholders' deficit (131,287) (204,432)
_______________________
Total liabilities and
stockholders' deficit $ 125,211 26,620
_______________________
The accompanying notes are an integral part of these financial statements.
14
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars)
Accumulated
During the
Development
Stage (May 18,
Years ended June 30, 2005 to
2009 2008 June 30, 2009)
(Restated - Note 8) (Restated)
Revenue $ - - -
_________________________________________
Expenses
General and administrative 379,605 492,843 1,069,205
Impairment of mineral
property costs - - 7,794
__________________________________________
Total operating expenses 379,605 492,843 1,076,999
__________________________________________
Operating loss (379,605) (492,843) (1,076,999)
Other income
Interest income - - 322
__________________________________________
Net loss $ (379,605) (492,843) (1,076,677)
__________________________________________
Net loss per common Share
- Basic and Diluted $ (8.55) (17.61)
Weighted average number
of common shares outstanding 44,384 27,984
The accompanying notes are an integral part of these financial statements.
15
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
For the period May 18, 2005 (Inception) to June 30, 2009
(Expressed in US Dollars)
Total
Common Stock Additional Stockholders'
$0.00001 Par value Paid-In Deferred Accumulated Equity
Shares Amount Capital Comp. Deficit (Deficit)
Shares for
cash, May 19,
2005 10,000 - 10 - - 10
Net loss for
the period - - - - (14,936) (14,936)
_____________________________________________________________
Bal,
June 30, 2005 10,000 - 10 - (14,936) (14,926)
Shares for
cash,
Sept 29, 2005 13,800 - 34,500 - - 34,500
Net loss for
the year - - - - (27,540) (27,540)
_____________________________________________________________
Bal,
June 30, 2006 23,800 - 34,510 - (42,476) (7,966)
Shares for
services,
June 22, 2007 100 - 44,680 - - 44,680
Shares for
services,
June 22, 2007 10 - 4,500 - - 4,500
Shares for
services,
July 1, 2007 250 - 187,500 (187,500) - -
Amortization of
deferred
compensation - - - 31,250 - 31,250
Net loss for
the year - - - - (161,753) (161,753)
_____________________________________________________________
Bal,
June 30, 2007 24,160 - 271,190 (156,250) (204,229) (89,289)
Shares for
services,
October 1, 2007 4,500 - 315,000 (315,000) - -
Shares for
services,
March 4, 2008 1,400 - 95,200 (95,200) - -
Amortization
of deferred
compensation - - - 377,700 - 377,700
Net loss for
the year - - - - (492,843) (492,843)
_____________________________________________________________
Bal,
June 30, 2008 30,060 - 681,390 (188,750) (697,072) (204,432)
Shares for
mineral claims
on April 1,
2009 55,000 1 113,999 - - 114,000
Shares for
services,
June 4, 2009 15,000 - 150,000 - - 150,000
Amortization
of deferred
compensation - - - 188,750 - 188,750
Net loss for
the year - - - - (379,605) (379,605)
_____________________________________________________________
Bal,
June 30, 2009
(Restated) 100,060 1 945,389 - (1,076,677) (131,287)
_____________________________________________________________
The accompanying notes are an integral part of these financial statements.
16
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
Accumulated
During the
Development
Stage (May 18,
Years ended June 30, 2005 to
2009 2008 June 30, 2009)
(Restated - Note 8) (Restated)
Cash Flows (Used In) Provided By:
Operating Activities
Net Loss $ (379,605) (492,843) (1,076,677)
Adjustments to reconcile net
loss to net cash used
in operating activities:
Impairment of mineral
property costs - - 6,033
Stock-based compensation 338,750 377,700 796,880
Changes in operating assets
and liabilities:
Prepaid expenses 2,136 (432) -
Accounts payable and
accrued liabilities (5,466) 24,173 55,502
_______________________________________
Net cash used in operating
activities (44,185) (91,402) (218,262)
_______________________________________
Investing Activities
Mineral claim acquisition
costs incurred - - (6,033)
_______________________________________
Net cash used in investing
activities - - (6,033)
_______________________________________
Financing Activities
Advances from non-related
party (Note 8) 20,000 107,964 190,084
Proceeds from sales of
common stock - - 34,510
______________________________________
Net cash provided by financing
activities 20,000 107,964 224,594
______________________________________
Increase/(Decrease) in Cash (24,185) 16,562 299
Cash - Beginning of Period 24,484 7,922 -
Cash - End of Period $ 299 24,484 299
Supplemental disclosure of cash flow information:
Interest paid $ - - -
Income tax paid - - -
Non-cash investing and financing activities:
Acquisition of mineral claims
in exchange for 55,000 shares of
common stock and assumption
of $10,912 account payable $ 124,912 - 124,912
The accompanying notes are an integral part of these financial statements.
17
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Notes to Financial Statements
For the Years Ended June 30, 2009 and 2008
(Expressed in US Dollars)
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 (See Note 3). 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"), consisting primarily of 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 $1,076,677 since inception. At
June 30, 2009, the Company had $299 cash and $256,498 in current
liabilities. For the years ended June 30, 2009 and 2008, the Company
had net losses of $379,605 and $492,843, respectively. In view of these
conditions, the 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 - Summary of Significant Accounting Policies
a) Basis of Presentation
These financial statements and related notes are presented in accordance
with accounting principles generally accepted in the United States, and
are expressed in US dollars. The Company's fiscal year end is June 30.
b) Use of Estimates
The preparation of these financial statements in conformity with US
generally accepted accounting principles 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. The Company regularly evaluates estimates and
assumptions related to stock-based compensation and deferred income
tax valuations. The Company bases its estimates and assumptions on
current facts, historical experience and various other factors that it
believes to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets
and liabilities and the accrual of costs and expenses that are not readily
apparent from other sources. The actual results experienced by the Company
may differ materially and adversely from the Company's estimates. To the
extent there are material differences between the estimates and the actual
results, future results of operations will be affected.
18
Note 2 - Summary of Significant Accounting Policies (continued)
c) Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with
SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation
of both basic and diluted earnings per share (EPS) on the face of the
income statement. Basic EPS is computed by dividing net income (loss)
available to common shareholders (numerator) by the weighted average
number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method and convertible
securities using the if-converted method. In computing diluted EPS,
the average stock price for the period is used in determining the number
of shares assumed to be purchased from the exercise of stock options or
warrants. Diluted EPS excludes all dilutive potential shares if their
effect is anti dilutive.
d) Comprehensive Loss
SFAS No. 130, "Reporting Comprehensive Income," establishes standards
for the reporting and display of comprehensive loss and its components
in the financial statements. For the years ended June 30, 2009 and 2008,
the Company has no items that represent a comprehensive loss and,
therefore, has not included a schedule of comprehensive loss in the
financial statements.
e) Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of
three months or less at the time of issuance to be cash equivalents.
f) Financial Instruments
SFAS No. 157, "Fair Value Measurements", requires an entity to maximize
the use of observable inputs and minimize the use of unobservable inputs
when measuring fair value. SFAS No. 157 establishes a fair value
hierarchy based on the level of independent, objective evidence
surrounding the inputs used to measure fair value. A financial
instrument's categorization within the fair value hierarchy is based
upon the lowest level of input that is significant to the fair value
measurement. SFAS No. 157 prioritizes the inputs into three levels that
may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted
prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs
other than quoted prices that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets;
quoted prices for identical assets or liabilities in markets with
insufficient volume or infrequent transactions (less active markets);
or model-derived valuations in which significant inputs are observable
or can be derived principally from, or corroborated by, observable
market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable
inputs to the valuation methodology that are significant to the
measurement of the fair value of the assets or liabilities. The Company's
financial instruments consist principally of cash, accounts payable and
accrued liabilities, and due to a former related party. Pursuant to SFAS
No. 157, the fair value of our cash equivalents is determined based on
"Level 1" inputs, which consist of quoted prices in active markets for
identical assets. The Company believes that the recorded values of all
of the other financial instruments approximate their current fair values
because of their nature and respective maturity dates or durations.
19
Note 2 - Summary of Significant Accounting Policies (continued)
g) Mineral Property Costs
Mineral property exploration costs are expensed as incurred. Mineral
property acquisition costs are initially capitalized when incurred
using the guidance in EITF 04-02, "Whether Mineral Rights Are Tangible
or Intangible Assets". The Company assesses the carrying costs for
impairment under SFAS 144, "Accounting for Impairment or Disposal of
Long Lived Assets" at each fiscal quarter end. When it has been determined
that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs then incurred to
develop such property, are capitalized. Such costs will be amortized
using the units-of -production method over the estimated life of the
probable reserve. If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to operations.
h) Income Taxes
Potential benefits of income tax losses are not recognized in the
accounts until realization is more likely than not. The Company has
adopted SFAS No. 109 "Accounting for Income Taxes" as of its inception.
Pursuant to SFAS No. 109 the Company is required to compute tax asset
benefits for net operating losses carried forward. The potential benefit
of net operating losses have not been recognized in these financial
statements because the Company cannot be assured it is more likely than
not it will utilize the net operating losses carried forward in
future years.
i) Foreign Currency Translation
The Company's functional and reporting currency is the United States
dollar. Monetary assets and liabilities denominated in foreign currencies
are translated in accordance with SFAS No. 52 "Foreign Currency Translation",
using the exchange rate prevailing at the balance sheet date. Gains and
losses arising on settlement of foreign currency denominated transactions
or balances are included in the determination of income. Foreign currency
transactions are primarily undertaken in Canadian dollars. The Company has
not, to the date of these financials statements, entered into derivative
instruments to offset the impact of foreign currency fluctuations.
j) Reclassifications
Certain reclassifications have been made to the prior year's financial
statements to conform to the current year period's presentation.
k) Recently Issued Accounting Pronouncements
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles
- - a replacement of FASB Statement No. 162". The FASB Accounting Standards
Codification ("Codification") will become the source of authoritative U.S.
generally accepted accounting principles ("GAAP") recognized by FASB to be
applied by nongovernmental entities. Rules and interpretive releases of the
Securities and Exchange Commission "SEC" under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants.
On the effective date of this statement, the Codification will supersede
all then-existing non-SEC accounting and reporting standards. All other
non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. This statement is effective
for financial statements issued for interim and annual periods ending
after September 30, 2009. The adoption of this statement is not expected
to have a material effect on the Company's financial statements.
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB
Interpretation No. 46(R)". The objective of this statement is to improve
financial reporting by enterprises involved with variable interest entities.
This statement addresses (1) the effects on certain provisions of FASB
Interpretation No. 46 (revised December 2003), "Consolidation of Variable
Interest Entities", as a result of the elimination of the qualifying
special-purpose entity concept in SFAS No. 166, "Accounting for Transfers
of Financial Assets", and (2) concern about the application of certain
key provisions of FASB Interpretation No. 46(R), including those in which
the accounting and disclosures under the Interpretation do not always
provide timely and useful information about an enterprise's involvement
in a variable interest entity. This statement is effective as of the
beginning of each reporting entity's first annual reporting period that
begins after November 15, 2009, for interim periods within that first
annual reporting period, and for interim and annual reporting periods
thereafter. Earlier application is prohibited. The adoption of this
statement is not expected to have a material effect on the Company's
financial statements.
20
Note 2 - Summary of Significant Accounting Policies (continued)
Recently Issued Accounting Pronouncements (continued)
In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers
of Financial Assets - an amendment of FASB No. 140". The object of this
statement is to improve the relevance, representational faithfulness,
and comparability of the information that a reporting entity provides
in its financial statements about a transfer of financial assets; the
effects of a transfer on its financial position, financial performance,
and cash flows; and a transferor's continuing involvement, if any, in
transferred financial assets. This statement addresses (1) practices
that have developed since the issuance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities", that are not consistent with the original intent and key
requirements of that statement and (2) concerns of financial statement
users that many of the financial assets (and related obligations) that
have been derecognized should continue to be reported in the financial
statements of transferors. SFAS No. 166 must be applied as of the
beginning of each reporting entity's first annual reporting period that
begins after November 15, 2009, for interim periods within that first
annual reporting period and for interim and annual reporting periods
thereafter. Earlier application is prohibited. This statement must be
applied to transfers occurring on or after the effective date.
Additionally, on and after the effective date, the concept of a
qualifying special-purpose entity is no longer relevant for accounting
purposes. The disclosure provisions of this statement should be applied
to transfers that occurred both before and after the effective date of
this statement. The adoption of this statement is not expected to have
a material effect on the Company's financial statements.
In June 2008, the Financial Accounting Standards Board ("FASB") issued
FASB Staff Position EITF 03-6-1, "Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities".
FSP EITF 03-6-1 addresses whether instruments granted in share-based
payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per
share under the two-class method as described in FASB Statement of
Financial Accounting Standards No. 128, "Earnings per Share." FSP EITF
03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is
prohibited. The adoption of this statement is not expected to have a
material effect on the Company's financial statements.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles". SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles
to be used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with generally accepted
accounting principles in the United States. SFAS 162 became effective
on November 15, 2008 following the SEC's approval of the Public Company
Accounting Oversight Board amendments to AU Section 411, "The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting
Principles". The adoption of this statement did not have a material
effect on the Company's financial statements.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about
Derivative Instruments and Hedging Activities - an amendment to FASB
Statement No. 133". SFAS No. 161 is intended to improve financial
standards for derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and
cash flows. Entities are required to provide enhanced disclosures about:
(a) how and why an entity uses derivative instruments; (b) how
derivative instruments and related hedged items are accounted for
under Statement 133 and its related interpretations; and (c) how
derivative instruments and related hedged items affect an entity's
financial position, financial performance, and cash flows. It is
effective for financial statements issued for fiscal years beginning
after November 15, 2008, with early adoption encouraged. The adoption
of this statement is not expected to have a material effect on the
Company's financial statements.
In December 2007, the FASB issued SFAS No. 141R, "Business Combinations".
This statement replaces SFAS 141 and defines the acquirer in a business
combination as the entity that obtains control of one or more businesses
in a business combination and establishes the acquisition date as the
date that the acquirer achieves control. SFAS 141R requires an acquirer
to recognize the assets acquired, the liabilities assumed, and any non
- -controlling interest in the acquiree at the acquisition date, measured
at their fair values as of that date. SFAS 141R also requires the
acquirer to recognize contingent consideration at the acquisition date,
measured at its fair value at that date. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning
on or after December 15, 2008. Earlier adoption is prohibited. The
adoption of this statement is not expected to have a material effect
on the Company's financial statements.
21
Note 2 - Summary of Significant Accounting Policies (continued)
k) Recently Issued Accounting Pronouncements (continued)
In December 2007, the FASB issued SFAS No. 160 "Non-controlling
Interests in Consolidated Financial Statements-an amendment of ARB
No. 51". SFAS 160 establishes accounting and reporting standards for
the non-controlling interest in a subsidiary and for the deconsolidation
of a subsidiary. The guidance will become effective for the fiscal year
beginning after December 15, 2008. The adoption of this statement is
not expected to have a material effect on the Company's financial
statements.
Note 3 - Joint Venture with Beijing Hua Ju Net Media Technology Co.
Ltd. ("Hua Ju")
Under the Joint Venture Agreement, the Company was to contribute
RMB510,000 ($74,639) to the Joint Venture, was to own 51% of the joint
venture company, was to appoint a majority of the seats on the board of
directors, was to provide the required working capital for the Joint
Venture, and was to be in charge of the Joint Venture's accounting
management. Hua Ju was to contribute RMB490,000 ($71,712) to the Joint
Venture, was to own 49% of the joint venture company, was to appoint a
minority of the seats on the board of directors, was to contribute its
website and customer contracts to the Joint Venture, and was to be in
charge of the Joint Venture's daily operations for at least three
years. The former President of the Company was also the President of
Hua Ju.
Also under the Joint Venture Agreement, the Company was to issue
20,000,000 newly issued shares of its common stock to Hua Ju or its
designee as additional consideration for entering into the agreement,
in an offering intended to be exempt from registration under the
Securities Act of 1933, as amended (the "Act"), pursuant to Regulation
S promulgated pursuant to the Act.
On February 18, 2008, the Joint Venture license was approved by the
regulatory authorities of the People's Republic of China ("PRC").
However, the required funding never occurred and operations were never
transferred from Hua Ju to the Joint Venture.
On May 1, 2009, the Company and Hua Ju executed a Termination of Joint
Venture Agreement (the "Termination Agreement"). The Termination
Agreement provided for the cancellation of the Joint Venture Agreement
and termination of the rights and obligations of the parties thereunder.
Note 4 - Mineral Claims
As discussed in Note 1, the Company acquired 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.
Title to the mineral claims are being held in trust, on behalf of the
Company, by Dog Lake Exploration Inc.
Note 5 - Common Stock
On July 1, 2007, the Company issued a total of 250 shares of common
stock to three consultants pursuant to a Consultancy Services Agreement
dated March 10, 2007. Under this agreement, the consultants performed
certain specified consulting services relating to an on-line video
sharing business for a term of 18 months commencing April 1, 2007.
The total consideration paid the consultants was 250 free trading shares
of Company common stock (which was issued and delivered on July 1, 2007).
The Company amortized the $187,500 estimated fair value of the 250
shares at March 10, 2007 ratably over the 18-month term of the agreement.
On October 1, 2007, the Company issued a total of 4,500 shares of common
stock to five consultants pursuant to a Consultancy Services Agreement
dated October 1, 2007. Under this agreement, the consultants performed
certain specified consulting services relating to an on-line video
sharing business for a term of 18 months commencing October 1, 2007.
The total consideration paid the consultants was 4,500 free trading
shares of Company common stock (which was issued and delivered on
October 1, 2007). The Company amortized the $315,000 estimated fair
value of the 4,500 shares at October 1, 2007 ratably over the 18-month
term of the agreement.
On March 4, 2008, the Company issued 1,400 restricted shares of common
stock as partial compensation for certain specified investor relation's
services for a period of 3 months commencing March 1, 2008. The Company
amortized the $95,200 estimated fair value of the 1,400 restricted
shares at March 4, 2008 ratably over the 3-month period.
22
Note 5 - Common Stock (continued)
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 has not issued any stock options or other
convertible securities.
Note 6 - Income Taxes
The Company is subject to United States federal and state income
taxes at an approximate rate of 35% (2008 - 35%) The reconciliation
of the provision for income taxes at the United States federal and
state statutory rate compared to the Company's income tax expense
as reported is as follows:
June 30, June 30,
2009 2008
Income tax recovery at statutory rate $ (132,860) (172,500)
Stock-based compensation 118,560 132,200
Valuation allowance change (14,300) (40,300)
________________________
Provision for income taxes $ - -
________________________
For the years ended June 30, 2009 and 2008, the valuation allowance
established against the deferred tax assets increased by $14,300
and $40,300 respectively.
Deferred tax assets consist of:
June 30, June 30,
2009 2008
Net operating loss carryforward $ 113,030 98,730
Less valuation allowance (113,030) (98,730)
_______________________
Net deferred tax asset $ - -
_______________________
Based on management's present assessment, the Company has not yet
determined it to be more likely than not that a deferred tax asset
of $113,030 attributable to the future utilization of the $322,944
net operating loss carryforward as of June 30, 2009 will be realized.
Accordingly, the Company has provided a 100% allowance against the
deferred tax asset in the financial statements at June 30, 2009. The
Company will continue to review this valuation allowance and make
adjustments as appropriate. The net operating loss carryforward expires
in years 2025, 2026, 2027, 2028 and 2029 in the amounts of $11,525,
$24,918, $130,503, $115,143 and $40,855 respectively.
Current tax laws limit the amount of loss available to be offset
against future taxable income when a substantial change in ownership
occurs. Therefore, the amount available to offset future taxable
income may be limited.
Note 7 - Due to Former Non-Related Party
The Company's President and Director resigned in June 2007.
The amounts advanced are non-interest bearing and have no
specific terms of repayment.
23
Note 8 - Restatement
The Company has restated its financial statements as at June 30,
2009 and for the year then ended to adjust for errors (items (a),
(b) and (d)) and reclassification of amounts (item (c)). The
effect of the restatement is to increase net loss by $138,470.
As at June 30, 2009
_______________________________________
a) Balance Sheet As Reported Adjustment As Restated
$ $ $
Current liabilities
Accounts payable and
accrued liabilities (62,944) a) 1,530 (66,414)
b) (5,000)
Due to related party 190,084 c) (190,084) -
Due to former related party - c) 190,084 190,084
Stockholder's Deficit
Deferred stock-based
compensation (135,000) d) 135,000 -
Accumulated deficit (938,207) (138,470) (1,076,677)
As at June 30, 2009
_______________________________________
b) Statement of Operations As Reported Adjustment As Restated
$ $ $
Operating Expenses
General and administrative 241,135 138,470 379,605
_____________________________________________________________________
Net Loss for the Year (241,135) (138,470) (379,605)
Net loss per common share
- - basic and diluted (5.43) (3.12) (8.55)
a) To reduce amounts owing as accounts payable at June 30, 2009.
b) To record unbilled legal fees owing at June 30, 2009.
c) To reclassify amounts owing to a former related party.
d) To expense deferred compensation for fully vested shares issued.
24
Note 9 - Subsequent Events
Effective as of August 24, 2009, Mr. John Sadowski resigned as a
Director and President of the Company and the Board of Directors
appointed Brian Stewart as Director and President of the Company.
On August 31, 2009, the Board of Directors of China YouTV Corp.
approved a proposal to change the name of China YouTV Corp. to
Microelectronics Technology Company. Effective October 6, 2009,
the Company's quotation symbol on the Over-the-Counter Bulletin
Board and Pink Sheets was changed from CYTV to MELY.
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, was to take place on October
15, 2009, or at such other time as the parties may mutually agree.
As at February 8, 2010, the transaction has not closed.
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.
On October 15, 2009, the Company issued 3,500,000 restricted
common shares at $0.01 per share. This included 1,250,000
shares to an Ontario Corporation described above.
On October 15, 2009, the Company authorized issuance of 110,000
Class A preferred shares at $0.01 per share.
On October 20, 2009, the Company authorized issuance of 3,600,000
common shares at $0.01 per share.
The Company has evaluated subsequent events through February 8,
2009 and has determined that there were no additional subsequent
events to recognize or disclose in these financial statements.
25
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not applicable
Item 9A (T). Controls and Procedures.
As supervised by our board of directors and our principal
executive and principal financial officers, management has
established a system of disclosure controls and procedures
and has evaluated the effectiveness of that system. The
system and its evaluation are reported on in the below
Management's Annual Report on Internal Control over
Financial Reporting. Our principal executive and financial
officer has concluded that our disclosure controls and
procedures (as defined in the 1934 Securities Exchange Act
Rule 13a-15(e)) as of December 31, 2008, are effective,
based on the evaluation of these controls and procedures
required by paragraph (b) of Rule 13a-15.
Management's Annual Report on Internal Control over
Financial Reporting
Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such
term is defined in Rule 13a-15(f) of the Securities
Exchange Act of 1934 (the "Exchange Act"). Internal
control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance with U.S.
generally accepted accounting principles.
Management assessed the effectiveness of internal control
over financial reporting as of June 30, 2009. We carried
out this assessment using the criteria of the Committee of
Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control-Integrated Framework.
26
This annual report does not include an attestation report
of our registered public accounting firm regarding internal
control over financial reporting. Management's report was
not subject to attestation by our registered public
accounting firm, pursuant to temporary rules of the
Securities and Exchange Commission that permit us to
provide only management's report in this annual report.
Management concluded in this assessment that as of June 30,
2009, our internal control over financial reporting is
effective.
There have been no changes in our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-
15(f) under the Exchange Act) during the fourth quarter of
our 2009 fiscal year that have materially affected, or are
reasonably likely to materially affect, our internal
control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers, Promoters, Control
Persons and Corporate Governance.
(a) Identification of directors.
The following table furnishes the information concerning
Company directors and officers as of the date of this
report. The directors of the Registrant are elected every
year and serve until their successors are elected and
qualify. They are:
Name Age Title Term
Brian Stewart 42 President and Annual
Director
Michael Lee 57 Secretary, Treasurer Annual
And Director
27
Notes.
On June 1, 2007, Jie Wang was appointed Director, Secretary
and Treasurer of the company and on March 11, 2009, Jie
Wang was appointed as President of the company. On May 5,
2009, he resigned as President, Director, Secretary and
Treasurer of the company.
On May 5, 2009, John Sadowski was appointed as the
President and Director of the company. He resigned on
August 24, 2009.
On May 5, 2009, Michael Lee was appointed Director,
Secretary and Treasurer of the company.
On August 24, 2009, Brian Stewart was appointed as the
President and Director of the company.
(b) Identification of executive officers.
Strategic matters, critical decisions and day to day
management are handled by the Company's directors.
(c) Identification of certain significant employees.
None
(d) Family relationships.
None
(e) Business experience.
Mr. Brian Stewart - President, Chief Executive Officer and
Director.
Mr. Stewart, has a Bachelor of Arts degree from Simon
Fraser University, majoring in Political Science. He also
attended British Columbia's Institute of Technology where
he studied Natural Resource Management. Mr. Stewart has
over ten years of mining industry experience as he has
worked for Teck Cominco and several TSX Venture Exchange
companies in a variety of roles on assignments in Canada,
the United States and throughout Latin America. He has
lived in Honduras in Peru as a project manager for a
28
Vancouver exploration company. For the past five years Mr.
Stewart has been gaining experience in corporate finance,
merger and acquisitions and public company restructuring.
He has served as an Officer and Director to publicly traded
companies listed in Canada and the United States.
Mr. Michael Lee - Secretary, Treasurer and Director.
Mr. Lee, is a professional accountant, an member of the
Association of Chartered Certified Accountants; U.K.
Michael has more than 30 years of management, accounting
and auditing experience in various corporations. Michael is
the Chief Financial Officer of President Corporate Group
since August 1st, 2007. He is responsible for the
preparation of financial statements and reports and
compliance with the filings to SEC. He is proficient with
the US and Canadian GAAP. Prior to this, he worked as an
auditor with Crown Plaza Hotel Georgia from October 1999 to
January 2007.
TERM OF OFFICE
Our directors are elected for a one-year term to hold
office until the next annual general meeting of our
shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our
board of directors and hold office until removed by
the board.
29
Item 11. Executive Compensation.
No executives of the Company who served in such capacity at
the end of the last fiscal year have total annual salary and
bonus exceeded $100,000.
Executive Compensation
Non- Non-
Equity qualified
Fees Incentive Deffered All
Earned or Stock Option Plan Comp. Other
Paid in Awards Awards Comp. Earnings Comp. Total
Name Year Cash ($) ($) ($) ($) ($) ($)
- -------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Brian 2007 0 0 0 0 0 0 0
Stewart 2008 0 0 0 0 0 0 0
2009 0 0 0 0 0 0 0
Michael 2007 0 0 0 0 0 0 0
Lee 2008 0 0 0 0 0 0 0
2009 0 0 0 0 0 0 0
Officers who are also directors of China YouTV Corp. receive
no cash compensation for services as a director. However, the
directors will be reimbursed for reasonable out-of-pocket expenses
incurred in connection with attendance at board and committee meet.
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.
The following table sets forth, as of October 6, 2009, the
number of shares of Common Stock owned of record and
beneficially by executive officers, directors and persons
who holds 5% or more of the outstanding Common Stock of the
company. Also included are the shares held by all executive
officers and directors as a group.
30
As of October 6, 2009, there were 100,060 shares of common
stock outstanding.
Amount and
Nature of
Name and Beneficial Percentage
Address Position Ownership of class
Cale Corporation Shareholder 10,000 10%
430-5190 Neil Road,
Reno, NV 89502
International Shareholder 30,000 30%
Communications Corp.
1000 East Williams St.
Ste 204
Carson City, NY 89701
Presidents Corporate Shareholder 15,000 15%
Group, Inc.
430-5190 Neil Road,
Reno, NV 89502
Item 13. Certain Relationships and Related Transactions,
and Director Independence.
None
Item 14. Principal Accountant Fees and Services.
1) Audit Fees
The aggregate fees billed for each of the last two fiscal years
for professional services rendered by the principal accountant
for our audit of annual financial statements and review of
financial statements included in our Form 10K or services that
are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal
years was:
2009 $ 11,059 Michael T. Studer CPA P.C.
2008 $ 30,400 Michael T. Studer CPA P.C.
31
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years
for assurance and related services by the principal accountants
that are reasonably related to the performance of the audit or
review of our financial statements and are not reported in the
preceding paragraph:
2009 $ 0 Michael T. Studer CPA P.C.
2008 $ 0 Michael T. Studer CPA P.C.
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the principal accountant
for tax compliance, tax advice, and tax planning was:
2009 $ 0 Michael T. Studer CPA P.C.
2008 $ 0 Michael T. Studer CPA P.C.
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years
for the products and services provided by the principal
accountant, other than the services reported in paragraphs (1),
(2), and (3) was:
2009 $ 0 Michael T. Studer CPA P.C.
2008 $ 0 Michael T. Studer CPA P.C.
(5) Our audit committee's pre-approval policies and procedures
described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X
were that the audit committee pre-approve all accounting related
activities prior to the performance of any services by any
accountant or auditor.
(6) The percentage of hours expended on the principal accountant's
engagement to audit our financial statements for the most recent
fiscal year that were attributed to work performed by persons
other than the principal accountant's full time, permanent
employees was 0%.
32
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: February 23, 2010
Microelectronics Technology Company
By: /S/ Brian Stewart
Brian Stewart
Chief Executive Officer
& Director
By: /S/ Michael Lee
Michael lee
Chief Financial Officer
33