MICROELECTRONICS TECHNOLOGY COMPANY
FORM 10-Q
(Quarterly Report)
Filed 04/01/10 for the Period Ending 12/31/09
Address 1702 ChinaChem Tower,
34 - 37 Connaught Road,
Central, Hong Kong, China.
Telephone (888) 777-8777
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-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended
December 31, 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)
888-777-8777
(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 March 31, 2010, the Company had outstanding of 57,332,490
shares of Common Stock, $0.00001 par value per share.
MICROELECTRONICS TECHNOLOGY COMPANY
FORM 10-Q
For the Period Ended December 31, 2009
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION Pages
Item 1. Financial Statements .......... 1 - 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......... 12 - 14
Item 3. Quantitative and Qualitative Disclosures about Market Risk.... 14
Item 4T.Controls and Procedures........... 14
PART II
Item 1. Legal Proceedings................ 14
Item 1A.Risk Factors............ 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.. 15
Item 3. Defaults Upon Senior Securities......... 15
Item 4. Submission of Matters to a Vote of Security Holders... 16
Item 5. Other Information......... 16
Item 6. Exhibits and Certifications...... 16
Part 1. Item 1. Financial Statements
MICROELECTRONICS TECHNOLOGY COMPANY
Page No.
Balance Sheets as at December 31, 2009 and June 30, 2009 1
Statements of Operations
for the three months ended December 31, 2009 and 2008
and for the six months ended December 31, 2009 and 2008
and for the period May 18, 2005 (Inception) to
December 31, 2009 2
Statements of Cash Flows
for the six months ended December 31, 2009 and 2008
and for the period May 18, 2005 (Inception) to
December 31, 2009 3
Notes to Financial Statements 4 - 11
MICROELECTRONICS TECHNOLOGY COMPANY
(Formerly: China YouTV Corp.)
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 2009
(Expressed in US Dollars)
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars )
(Unaudited)
Dec 31, June 30,
2009 2009
Current Assets
Cash $ 2,612 $ 299
_________________________
Total current assets 2,612 299
Mineral claims acquisition costs 124,912 124,912
_________________________
Total assets 127,524 125,211
_________________________
Liabilities and stockholders' deficit
Current Liabilities
Accounts payable $ 61,056 $ 55,414
Accrued liabilities 8,464 11,000
Due to related parties 24,182 -
Due to former related party 190,084 190,084
_________________________
Total current liabilities and
total liabilities 283,786 256,498
_________________________
Stockholders' deficit
Preferred stock, $0.00001 par value:
Authorized 200,000,000 shares
Issued and outstanding, 110,000
(none-June 30, 2009) $ 1 $ -
Common stock, $0.00001 par value:
Authorized 200,000,000 shares
Issued and outstanding, 7,200,060 and
100,060 shares, respectively 72 1
Additional paid-in capital 1,017,417 945,389
Subscriptions receivable (72,100) -
Accumulated deficit (1,101,652) (1,076,677)
_________________________
Total stockholders' deficit (156,262) (131,287)
_________________________
Total liabilities and stockholders'
deficit $ 127,524 $ 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 )
(Unaudited)
Accumulated
during the
development
For the 3 months For the 6 months stage (May 18,
ended Dec 31, ended Dec 31, 2005 to
2009 2008 2009 2008 Dec 31, 2009
Revenue $ - $ - $ - $ - $ -
Expenses
General and
administrative 21,235 63,096 24,975 170,907 1,094,180
Impairment of
mineral property
costs - - - - 7,794
___________________________________________________________
Total operating
expenses $ 21,235 $ 63,096 $ 24,975 $ 170,907 $ 1,101,974
___________________________________________________________
Operating loss (21,235) (63,096) (24,975) (170,907) (1,101,974)
Other income
Interest income - - - - 322
___________________________________________________________
Net loss $ (21,235) $ (63,096) $(24,975) $(170,907) $ (1,101,652)
___________________________________________________________
Net loss per
common share
- - Basic and
diluted $ (0.00) $ (2.10) $ (0.01) $ (5.69)
Weighted
average number 5,923,973 30,060 3,012,017 30,060
of common shares
outstanding
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
For six months stage (May 18,
ended Dec 31, 2005 to
2009 2008 Dec 31, 2009)
Cash Flows (Used In) Provided By :
Operating Activities
Net Loss $ (24,975) $ (170,907) $ (1,101,652)
Adjustments to reconcile net
loss to net cash used
in operating activities:
Impairment of mineral
property costs - - 6,033
Stock-based compensation - 136,250 796,880
Changes in operating assets
and liabilities:
Prepaid expenses - 1,676 -
Accounts payable and
accrued liabilities 3,106 765 58,608
Due to related parties 24,182 - 24,182
_________________________________________
Net cash used in
operating activities 2,313 (32,216) (215,949)
_________________________________________
Investing Activities
Mineral claim acquisition
costs incurred - - (6,033)
_________________________________________
Net cash used in
investing activities - - (6,033)
_________________________________________
Financing Activities
Loans from related party - 20,000 190,084
Proceeds from sales of
common stock - - 34,510
_________________________________________
Net cash provided by
financing activities - 20,000 224,594
_________________________________________
Increase/(Decrease) in Cash 2,313 (12,216) 2,612
Cash, beginning 299 24,484 -
Cash, ending $ 2,612 $ 12,268 $ 2,612
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.)
Notes to Financial Statements
December 31, 2009
(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. 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 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.
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
4
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. As at February 23, 2010,
the transaction has not closed.
The Company is in the development stage and has not
generated any revenues and has incurred losses of
$1,101,652 since inception. At December 31, 2009, the
Company had $2,612 cash and $283,786 in current
liabilities. Further, the Company incurred a loss of
$24,975 during the six months ended December 31, 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.
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.
Interim Financial Statements
These interim unaudited financial statements have been prepared
on the same basis as the annual financial statements and in the
opinion of management, reflect all adjustments, which include
only normal recurring adjustments, necessary to present fairly
the Company's financial position, results of operations and
cash flows for the periods shown. The results of operations for
such periods are not necessarily indicative of the results
expected for a full year or for any future period.
5
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.
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.
6
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
7
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.
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
8
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 May 2009, FASB issued ASC 855, Subsequent Events,
which establishes general standards of for the
evaluation, recognition and disclosure of events and
transactions that occur after the balance sheet date.
Although there is new terminology, the standard is based
on the same principles as those that currently exist in
the auditing standards. The standard, which includes a
new required disclosure that an entity has evaluated
subsequent events through the date the financial
statements have been issued, is effective for interim or
annual periods ending after June 15, 2009. The adoption
of ASC 855 did not have a material effect on the
Company's financial statements. Refer to Note 4.
In June 2009, the FASB issued guidance now codified as
ASC 105, Generally Accepted Accounting Principles as the
single source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in
conformity with U.S. GAAP, aside from those issued by the
SEC. ASC 105 does not change current U.S. GAAP, but is
intended to simplify user access to all authoritative
U.S. GAAP by providing all authoritative literature
related to a particular topic in one place. The adoption
of ASC 105 did not have a material impact on the
Company's financial statements, but did eliminate all
references to pre-codification standards.
The Company has implemented all new accounting
pronouncements that are in effect and that may impact its
financial statements and does not believe that there are
any other new accounting pronouncements that have been
9
issued that might have a material impact on its financial
position or results of operations.
In June 2009, the FASB issued SFAS No. 168 (ASC Topic
105), "The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162" ("SFAS No. 168").
Under SFAS No. 168 the "FASB Accounting Standards
Codification" ("Codification") will become the source of
authoritative US GAAP 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. SFAS No. 168 is
effective for financial statements issued for interim and
annual periods ending after September 15, 2009. On the
effective date, 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. SFAS No. 168 is effective for the
Company's interim quarterly period beginning July 1,
2009. The Company does not expect the adoption of SFAS
No. 168 to have an impact on the financial statements.
Note 3 - 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 4 - Due to Related Parties
As at December 31, 2009, $24,182 was due to several
corporations related to the Company. These amounts bear no
interest, unsecured and have no specific terms of repayment.
As at December 31, 2009, $190,084 was due to former related
party who is the Company's former President and Director
who resigned in June 2007. This amount is non-interest
bearing, unsecured and have no specific terms of repayment.
10
Note 5 - Common Stock
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 not issued any stock options or other
convertible securities.
Note 6- Subsequent Events
On February 15, 2010, the Company authorized issuance of
40,000,000 restricted common shares at $0.001 per share.
On March 8, 2010, the Company authorized issuance of
10,132,430 common shares at $0.001 per share for settlement
of debt.
The Company has evaluated subsequent events through March
31, 2010 and has determined that there were no additional
subsequent events to recognize or disclose in these
financial statements.
11
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.
12
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
13
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. As at February 23, 2010,
the transaction has not closed.
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 not 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
14
ITEM 1A. RISK FACTORS
There were no material changes to the Risk Factors
disclosed in the Form 10-K/A filed February 23, 2010.
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.
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 not issued any stock options or other
convertible securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
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: April 1, 2010
Microelectronics Technology Company
By: /S/ Brian Stewart
Brian Stewart
Chief Executive Officer
& Director
By: /S/ Michael Lee
Michael lee
Chief Financial Officer
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