MICROELECTRONICS TECHNOLOGY COMPANY
1702 ChinaChem Tower, 34-37 Connaught Road, Central,
Hong Kong, China
Tel No. 604-801-5022 ; Fax No. 604-876-5564
March 2, 2010
File No. 001-32984
United States
Securities and Exchange Commission
Washington, D.C. 20549
Attention : James Giugliano, Staff Accountant (Division of
Corporation Finance)
Mark C. Shannon, Branch Chief
Dear Mr. James Giugliano and Mark C. Shannon,
Re : SEC Comment Letter dated February 22, 2010 Form 8-K
filed February 16, 2010
We understand that :-
- - the company is responsible for the adequacy and
accuracy of the disclosure in the filing;
- - staff comments or changes to disclosure in response to
staff comments do not foreclose the Commission from
taking any action with respect to the filing; and
- - the company may not assert staff comments as a defense
in any proceeding initiated by the Commission or any
person under the federal securities laws of the United
States.
Form 8-K Filed February 16, 2010
Due to the British Columbia Security Commission that we
need an auditor which is registered with the Canadian
Public Accountability Board (CPAB) for our annual filings,
we have given notice that we have appointed Manning Elliott
who is also PCAOB registered as our new independent
accountant and have the year ended June 30, 2009 to be
reaudited.
The new auditors wanted us to write off the full amount of
the stock-based compensation which we have previously
amortized, $3,470 of unrecorded liability and some
reclassification of accounts, thus a restatement of
financial statements which we have file in Form 10-K/A on
February 23, 2010. The filing of the above Form 8-K is due
to a verbal discussion with our new independent accountant
and we wish to refile Form 8-K/A Item 4.02 to replace the
following paragraph:
"The board of directors have discussed with the new
independent accountant the matters disclosed in the filing
pursuant to this item 4.02(b)"
to
"The board of directors have discussed with the new
independent accountant the matters disclosed in the filing
pursuant to this item 4.02(a)"
The nature of the restatement as enclosed below.
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
_______________________________________
As Previously
a) Balance Sheet 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.
Please advise us on the Form 8K/A for refilling.
Thank you.
Yours truly,
/s/ Michael Lee
-----------
Michael Lee
Chief Financial Officer