MICROELECTRONICS TECHNOLOGY COMPANY
FORM 10-K
(Annual Report)
Filed 09/28/10 for the Period Ending 06/30/10
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-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended
June 30, 2010.
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)
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 $862,667 based upon the closing
sales price of the Registrant's Common Stock as reported on
the Over-the-Counter Bulletin Board of $0.02.
At September 27, 2010, the Company had outstanding of
54,133,345 shares of Common Stock, $0.00001 par value per
share.
MICROELECTRONICS TECHNOLOGY COMPANY
FORM 10-K
For the Fiscal Year Ended June 30, 2010
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 3
Item 3 Legal Proceedings 3-4
Item 4 Submission of Matters to a Vote of 4
Security Holders
PART II
Item 5 Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of
Equity Securities 4-6
Item 6 Selected Financial Data 6
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-8
Item 7A Quantitative and Qualitative Disclosures About
Market Risk 8
Item 8 Financial Statements and Supplementary Data 9-22
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 23
Item 9A Controls and Procedures 23
Item 9B Other Information 23
PART III
Item 10 Directors, Executive Officers and Corporate Governance 24-25
Item 11 Executive Compensation 26
Item 12 Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 26-27
Item 13 Certain Relationships and Related Transactions, and
Director Independence 27
Item 14 Principal Accounting Fees and Services 27-28
PART IV
Item 15 Exhibits, Financial Statement Schedules 29
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.
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.
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. 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. This transaction has not
closed. Microart and the Seller are considered to be
related parties to the Company, as a director of Microart
is also a director of Dog Lake, First Light (see Note 4)
and 722868 Ontario Ltd. that has significant stockholdings
in the Company.
On April 1, 2010, Auric Mining Company signed an option
with Microelectronics Technology Company to acquire fifty-
two percent working interest in the mining claims held in
trust, on behalf of the Company by Dog Lake Exploration
Inc. The option expires on September 15, 2011.
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.
Liquidity and Financial Resources
The Company is in the development stage and has not
generated any revenues and has incurred losses of
$1,129,422 since inception. At June 30, 2010, the Company
had $47 cash, total assets of $125,345 and $257,545 in
current liabilities. Further, the Company incurred a loss
of $52,745 during the year ended June 30, 2010. 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
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.
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 2010.
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, 2010, the Company had approximately 37
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.
2010 High Low
1st Quarter 1.50 0.05
2nd Quarter 1.00 0.02
3rd Quarter 3.00 0.01
4th Quarter 0.01 0.01
2009 High Low
1st Quarter 0.0500 0.0090
2nd Quarter 0.0140 0.0025
3rd Quarter 0.0140 0.0015
4th Quarter 0.0340 0.0020
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
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 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 October 15, 2009, the Company issued 3,300,000
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 issued 110,000 Class A
preferred shares at $0.01 per share.
On October 20, 2009, the Company issued 600,000 common
shares at $0.01 per share.
On February 15, 2010, the Company issued 40,000,000
restricted common shares at $0.001 per share.
On March 8, 2010, the Company issued 10,132,430 common
shares at $0.001 per share for settlement of debt of $10,132.
The Company has not issued any stock options.
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,
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. 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. This transaction has not
closed. Microart and the Seller are considered to be
related parties to the Company, as a director of Microart
is also a director of Dog Lake, First Light (see Note 4)
and 722868 Ontario Ltd. that has significant stockholdings
in the Company.
On April 1, 2010, Auric Mining Company signed an option
with Microelectronics Technology Company to acquire fifty-
two percent working interest in the mining claims held in
trust, on behalf of the Company by Dog Lake Exploration
Inc. The option expires on September 15, 2011.
Results of Operations for the Years ended June 30, 2010 and
2009
The audited operating results and cash flows are presented
for the year ended June 30, 2010 and 2009 and for the
period of inception to June 30, 2010.
Revenue. There are no revenue for the year ended June 30,
2010 and 2009.
Operating Expenses. For the year ended June 30, 2010, the
company had total operating expenses of $52,745 as compared
to $379,605 for the year ended June 30, 2009.
Net Loss. The net loss for the year ended June 30, 2010,
was $52,745 as compared to $379,605 for the year ended June
30, 2009, a decrease of $326,860.
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, 2010, we have been unsuccessful in
our efforts to raise additional capital to meet our plan of
operation. Our cash position as of June 30, 2010 was $47.
Since inception, we have no revenue and have accumulated
operating losses of $1,129,422. 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 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 11
Balance Sheets as of June 30, 2010 and 2009 12
Statements of Operations for the years ended
June 30, 2010 and 2009 and for the period
May 18, 2005 (Inception) to June 30, 2010 13
Statements of Stockholders' Deficit for the
Period May 18, 2005 (Inception) to June 30,
2010 14
Statements of Cash Flows for the years ended
June 30, 2010 and 2009 and for the period
May 18, 2005 (Inception) to June 30, 2010 15
Notes to Financial Statements 16 - 22
MICROELECTRONICS TECHNOLOGY COMPANY
(formerly China YouTV Corp.)
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
JUNE 30, 2010 AND 2009
(Expressed in US Dollars)
MANNING ELLIOTT
CHARTERED ACCOUNTANTS
11TH floor, 1050 West Pender Street,
Vancouver, BC, Canada V6E 3S7
Phone : 604-714-3600 Fax : 604-714-3669
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, 2010 and 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, 2010. 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 audits.
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, 2010
and 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, 2010, 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.
/s/ "Manning Elliott LLP"
CHARTERED ACCOUNTANTS
Vancouver, Canada
September 27, 2010
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars )
June 30, June 30,
2010 2009
Assets
Current Assets
Cash $ 47 $ 299
Accounts receivable 386 -
____________________________________________________________________________
Total current assets 433 299
Mineral claims acquisition costs(Note 4) 124,912 124,912
____________________________________________________________________________
Total assets 125,345 125,211
____________________________________________________________________________
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable $ 38,881 $ 55,414
Accrued liabilities 3,360 11,000
Due to related parties (Note 5) 25,220 -
Due to former related party (Note 6) 190,084 190,084
____________________________________________________________________________
Total Liabilities 257,545 256,498
____________________________________________________________________________
Contingency and commitment (Notes 1 and 5)
Stockholders' Deficit
Convertible preferred stock, $0.00001 par value (Note 8)
Authorized 200,000,000 shares
Issued and outstanding, 110,000 (nil - 2009) $ 1 $ -
Common stock, $0.00001 par value (Note 7)
Authorized 200,000,000 shares
Issued and outstanding, 54,133,345 and
100,060 shares, respectively 541 1
Additional paid-in capital 1,035,080 945,389
Subscription notes receivable (38,400) -
Accumulated deficit (1,129,422) (1,076,677)
____________________________________________________________________________
Total Stockholders' Deficit (132,200) (131,287)
____________________________________________________________________________
Total liabilities and Stockholders' Deficit $ 125,345 $ 125,211
____________________________________________________________________________
The accompanying notes are an integral part of these financial statements.
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
2010 2009 June 30, 2010
_____________________________________________________________________________
Revenue $ - $ - $ -
_____________________________________________________________________________
Expenses
General and administrative 52,745 379,605 1,121,950
Impairment of mineral property costs - - 7,794
_____________________________________________________________________________
Total operating expenses $ 52,745 $ 379,605 $ 1,129,744
_____________________________________________________________________________
Loss before other income (52,745) (379,605) (1,129,744)
Other income
Interest income - - 322
_____________________________________________________________________________
Net loss $ (52,745) $ (379,605) $ (1,129,422)
_____________________________________________________________________________
Net loss per common share
- - Basic and diluted $ (0.00) $ (8.55)
Weighted average number
of common shares outstanding 20,956,612 44,384
The accompanying notes are an integral part of these financial statements.
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Statements of Stockholders' Deficit
For the period May 18, 2005 (Inception) to June 30, 2010
(Expressed in US Dollars )
Preferred Stock Common Stock,
______________________________________
Number $ Number $
______________________________________________________________________________
Shares for cash, May 19, 2005 10,000 -
Net loss for the period - -
_____________________________________________________________________________
Balance, June 30, 2005 - 10,000 -
Shares for cash, Sept 29, 2005 13,800 -
Net loss for the year - - -
_____________________________________________________________________________
Balance, June 30, 2006 - 23,800 -
Shares for services, June 22, 2007 - 100 -
Shares for services, June 22, 2007 - 10 -
Shares for services, July 1, 2007 - 250 -
Amortization of stock-based
compensation - - -
Net loss for the year - - -
__________________________________________________________________________
Balance, June 30, 2007 - 24,160 -
Shares for services, Oct 1, 2007 - 4,500 -
Shares for services, March 4, 2008 - 1,400 -
Amortization of stock-based
compensation - - -
Net loss for the year - - -
_____________________________________________________________________________
Balance, June 30, 2008 - 30,060 -
Shares for mineral claims
on April 1, 2009 - 55,000 1
Shares for services, June 4, 2009 - 15,000 -
Amortization of stock-based
compensation - - -
Net loss for the year - - -
______________________________________________________________________
Balance, June 30, 2009 - 100,060 1
Adjustments for stock splits, (Note 7(a)) - 855 -
Shares issued for cash, Oct 15, 2009 110,000 1 - -
Shares issued for cash, Oct 15, 2009 - 3,300,000 33
Shares issued for cash, Oct 20, 2009 - 600,000 6
Shares issued for cash, Feb 15, 2010 - 40,000,000 400
Debt settled (Note 5), Mar 8, 2010 - 10,132,430 101
Subscription notes receivable - - - -
Net loss for the year - - - -
_____________________________________________________________________________
Balance, June 30, 2010 110,000 1 54,133,345 541
_____________________________________________________________________________
The accompanying notes are an integral part of these financial statements.
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, 2010
(Expressed in US Dollars )
Total
Additional Deferred Stockholders'
Paid-In Stock-Based Accumulated Equity
Capital Compensation Deficit (Deficit)
______________________________________________________________________________
Shares for cash, May 19, 2005 10 - - 10
Net loss for the period - - (14,936) (14,936)
______________________________________________________________________________
Balance, June 30, 2005 10 - (14,936) (14,926)
Shares for cash, Sept 29, 2005 34,500 - - 34,500
Net loss for the year - - (27,540) (27,540)
______________________________________________________________________________
Balance, June 30, 2006 34,510 - (42,476) (7,966)
Shares for services, June 22, 2007 44,680 - - 44,680
Shares for services, June 22, 2007 4,500 - - 4,500
Shares for services, July 1, 2007 187,500 (187,500) - -
Amortization of stock-based
compensation - 31,250 - 31,250
Net loss for the year - - (161,753) (161,753)
____________________________________________________________________________
Balance, June 30, 2007 271,190 (156,250) (204,229) (89,289)
Shares for services, Oct 1, 2007 315,000 (315,000) - -
Shares for services, March 4, 2008 95,200 (95,200) - -
Amortization of stock-based
compensation - 377,700 - 377,700
Net loss for the year - - (492,843) (492,843)
______________________________________________________________________________
Balance, June 30, 2008 681,390 (188,750) (697,072) (204,432)
Shares for mineral claims
on April 1, 2009 113,999 - - 114,000
Shares for services, June 4, 2009 150,000 - - 150,000
Amortization of stock-based
compensation - 188,750 - 188,750
Net loss for the year - - (379,605) (379,605)
__________________________________________________________________________
Balance, June 30, 2009 945,389 - (1,076,677) (131,287)
Adjustments for stock splits,
(Note7(a)) - - - -
Shares issued for cash,Oct 15,2009 1,099 - - 1,100
Shares issued for cash,Oct 15,2009 32,967 - - 33,000
Shares issued for cash,Oct 20,2009 5,994 - - 6,000
Shares issued for cash,Feb 15,2010 39,600 - - 40,000
Debt settled (Note 5),Mar 8,2010 10,031 - - 10,132
Subscription notes receivable - - - (38,400)
Net loss for the year - - (52,745) (52,745)
______________________________________________________________________________
Balance, June 30, 2010 1,035,080 - (1,129,422) (132,200)
______________________________________________________________________________
The accompanying notes are an integral part of these financial statements.
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,
For the year ended June 30, 2005 to
2010 2009 June 30, 2010)
_____________________________________________________________________________
Cash Flows (Used In) Provided By :
Operating Activities
Net Loss $ (52,745) $ (379,605) $ (1,129,422)
Adjustments to reconcile net loss
to net cash in operating activities:
Impairment of mineral property costs - - 6,033
Stock-based compensation - 338,750 796,880
Changes in operating assets and liabilities:
Prepaid expenses - 2,136 -
Accounts receivable (386) - (386)
Accounts payable and
accrued liabilities (24,173) (5,466) 31,329
Due to related parties 25,220 - 25,220
_____________________________________________________________________________
Net cash used in operating activities (52,084) (44,185) (270,346)
_____________________________________________________________________________
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 preferred stock 1,100 - 1,100
Proceeds from sales of common stock 50,732 - 85,242
_____________________________________________________________________________
Net cash provided by financing
activities 51,832 20,000 276,426
_____________________________________________________________________________
Increase/(Decrease) in Cash (252) (24,185) 47
Cash, beginning 299 24,484 -
_____________________________________________________________________________
Cash, ending $ 47 $ 299 $ 47
_____________________________________________________________________________
Supplemental disclosure of cash flow information:
Interest paid $ - $ - $ -
Income tax paid $ - $ - $ -
_____________________________________________________________________________
Noncash investing and financing activities:
Shares issued for debt settled $ 10,132 $ - $ 10,132
Acquisition of mineral claims
in exchange for 55,000 shares of
common stock and assumption
of $10,912 account payable $ - $ - $ 124,912
_____________________________________________________________________________
The accompanying notes are an integral part of these financial statements.
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Notes to Financial Statements as of June 30, 2010
(Expressed in US Dollars)
_______________________________________________________________
Note 1 - Nature of Operations and Continuance of Business
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 present, the
Company's business operations were limited to the acquisition and
evaluation of mineral claims and the evaluation of an internet
media venture in China (see Note 3).
The Company is in the development stage and has not generated any
revenues and has incurred losses of $1,129,422 since inception. At
June 30, 2010, the Company had $47 cash and $257,545 in current
liabilities. Further, the Company incurred a loss of $52,745 for
the year ended June 30, 2010. 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.
On October 6, 2009, the Company effected a 1 for 1,000 reverse
stock-split of its issued and outstanding common stock. The
issued and outstanding share capital decreased from 100,060,000
shares of common stock to 100,060 shares of common stock. All
per share amounts have been retroactively restated to reflect
the reverse stock-split.
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
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Notes to Financial Statements as of June 30, 2010
(Expressed in US Dollars)
_______________________________________________________________
Note 2 - Summary of Significant Accounting Policies (continued)
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 Earnings (Loss) Per Share
The Company computes earnings (loss) per share in accordance
with ASC 260, Earnings per Share which 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
preferred stock 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 potentially dilutive shares if their effect is
anti dilutive.
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Notes to Financial Statements as of June 30, 2010
(Expressed in US Dollars)
_______________________________________________________________
Note 2 - Summary of Significant Accounting Policies (continued)
d) Comprehensive Loss
ASC 220, Comprehensive Income establishes standards for the
reporting and display of comprehensive loss and its components
in the financial statements. As at June 30, 2010 and 2009, the
Company had no items that represent other comprehensive loss,
and therefore has not included a schedule of comprehensive
loss in the consolidated 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
The Company's financial instruments consist principally of
cash, accounts payable and due to former related party.
Pursuant to ASC 820, Fair Value Measurements and Disclosures,
and ASC 825, Financial Instruments the fair value of the
Company's 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 Company's other financial instruments
approximate their current fair values because of their nature
or respective relatively short maturity dates.
The Company's operations are in Canada, which results in
exposure to market risks from changes in foreign currency
rates. The financial risk is the risk to the Company's
operations that arise from fluctuations in foreign exchange
rates and the degree of volatility of these rates. Currently,
the Company does not use derivative instruments to reduce its
exposure to foreign currency risk.
g) Mineral Property Costs
Mineral property exploration costs are expensed as incurred.
Mineral property acquisition costs are initially capitalized.
The Company assesses the carrying costs for impairment under
ASC 360, Property, Plant, and Equipment at each fiscal quarter
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Notes to Financial Statements as of June 30, 2010
(Expressed in US Dollars)
_______________________________________________________________
Note 2 - Summary of Significant Accounting Policies (continued)
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
The Company accounts for income taxes using the asset and
liability method in accordance with ASC 740, Income Taxes. The
asset and liability method provides that deferred tax assets
and liabilities are recognized for the expected future tax
consequences of temporary differences between the financial
reporting and tax bases of assets and liabilities, and for
operating loss and tax credit carryforwards. Deferred tax
assets and liabilities are measured using the currently
enacted tax rates and laws that will be in effect when the
differences are expected to reverse. The Company records a
valuation allowance to reduce deferred tax assets to the
amount that is believed more likely than not to be realized.
i) Foreign Currency Translation
The functional and reporting currency of the Company is the
United States dollar. Monetary assets and liabilities
denominated in foreign currencies are translated to United
States dollars in accordance with ASC 740 Foreign Currency
Translation Matters, using the exchange rate prevailing at the
balance sheet date. Gains and losses arising on translation or
settlement of foreign currency denominated transactions or
balances are included in the determination of income. The
Company has not, to the date of these financial statements,
entered into derivative instruments to offset the impact of
foreign currency fluctuations.
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Notes to Financial Statements as of June 30, 2010
(Expressed in US Dollars)
_______________________________________________________________
Note 2 - Summary of Significant Accounting Policies (continued)
To the extent that the Company incurs transactions that are
not denominated in its functional currency, they are
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) Stock-based Compensation
The Company records stock-based compensation in accordance
with ASC 718, Compensation - Stock Based Compensation and ASC
505, Equity Based Payments to Non-Employees, which requires
the measurement and recognition of compensation expense based
on estimated fair values for all share-based awards made to
employees and directors, including stock options.
ASC 718 requires companies to estimate the fair value of
share-based awards on the date of grant using an option-
pricing model. The Company uses the Black-Scholes option-
pricing model as its method of determining fair value. This
model is affected by the Company's stock price as well as
assumptions regarding a number of subjective variables. These
subjective variables include, but are not limited to the
Company's expected stock price volatility over the term of the
awards, and actual and projected employee stock option
exercise behaviours. The value of the portion of the award
that is ultimately expected to vest is recognized as an
expense in the statement of operations over the requisite
service period.
All transactions in which goods or services are the
consideration received for the issuance of equity instruments
are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued,
whichever is more reliably measurable.
k) Reclassifications
Certain reclassifications have been made to the prior year's
financial statements to conform to the current year period's
presentation.
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Notes to Financial Statements as of June 30, 2010
(Expressed in US Dollars)
_______________________________________________________________
Note 2 - Summary of Significant Accounting Policies (continued)
l) Recently Issued Accounting Pronouncements
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 issued that might
have a material impact on its financial position or results of
operations.
Note 3 - Joint Venture with Beijing Hua Ju Net Media Technology
Co. Ltd. ("Hua Ju")
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.
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.
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Notes to Financial Statements as of June 30, 2010
(Expressed in US Dollars)
_______________________________________________________________
Note 4 - Mineral Claims
On April 1, 2009, the Company acquired certain assets of First
Light Resources, Inc. ("First Light"), namely six mineral claims
located near Wawa in northern Ontario, Canada. 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 total
$124,912 purchase consideration in the First Light transaction was
allocated to the six mineral claims which represents First Light's
represented amount of exploration costs on the properties. Title
to the mineral claims is being held in trust, on behalf of the
Company, by Dog Lake Exploration Inc. ("Dog Lake"). Two of the six
mineral claims were allowed to lapse in fiscal 2009 and four
claims remain in good standing as of June 30, 2010. After
completion of the First Light transaction both Dog Lake and First
Light are considered related parties with the Company due to
significant stockholdings in the Company by a director in common
between Dog Lake and First Light.
On April 1, 2010, Auric Mining Company ("Auric") entered into an
option agreement with the Company to acquire from the Company a
fifty-two percent working interest in the mining claims held in
trust, on behalf of the Company by Dog Lake. Auric is to complete
its due diligence prior to the option expiring on September 15,
2011. No payment terms or amounts have been negotiated or
finalized. A director of the Company is also the President of
Auric, therefore Auric is considered to be a related party and the
option agreement is a related party transaction.
Note 5 - Related Party Transactions
The Company incurred administration and accounting fees of $15,845
to a corporation which is a significant shareholder of the
Company. As at June 30, 2010, $14,309 is owing to this corporation
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Notes to Financial Statements as of June 30, 2010
(Expressed in US Dollars)
_______________________________________________________________
that is included in amounts due to related parties which is
unsecured, non-interest bearing and is due on demand.
On March 8, 2010 the Company issued 10,132,430 common shares to
settle a total $10,132 of debt owing to corporations that are
significant shareholders of the Company or have directors in
common with significant shareholders. The debt settlement of
$10,132 is recorded as a capital transaction.
Included in amounts due to related parties is $10,912 owing to
722868 Ontario Ltd. for the amount payable that was assumed by the
Company in the acquisition of the mineral claims from First Light
(see Note 4).
On October 5, 2009, the Company executed a Stock 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 September 27,
2010, this transaction has not closed. Microart and the Seller are
considered to be related parties to the Company, as a director of
Microart is also a director of Dog Lake, First Light (see Note 4)
and 722868 Ontario Ltd. that has significant stockholdings in the
Company.
Note 6 - Due to Former Related Party
As at June 30, 2010, $190,084 was due to former related party who
is the Company's former President and Director who resigned in
June 2007. These amounts are non-interest bearing, unsecured and
have no specific terms of repayment.
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Notes to Financial Statements as of June 30, 2010
(Expressed in US Dollars)
_______________________________________________________________
Note 7 - Common Stock
a) Effective October 6, 2009, the Company affected 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. An additional 855 shares were issued due to no
fractional shares issued as a result of the reverse stock
split. In lieu of issuing fractional shares, the Company
issued a full common share to any stockholder who otherwise
would have been entitled to receive a fractional share as a
result of the reverse stock split. The total number of
common shares outstanding subsequent to the reverse stock
split described above was 100,915. The financial statements
have been retroactively adjusted to reflect this reverse
stock split.
b) On October 15, 2009, the Company issued 3,300,000
restricted common shares at $0.01 per share. This included
1,250,000 shares to 722868 Ontario Ltd. described in Note 5.
c) On October 15, 2009, the Company issued 110,000 Class A
preferred shares at $0.01 per share.
d) On October 20, 2009, the Company issued 600,000 common
shares at $0.01 per share.
e) On February 15, 2010, the Company issued 40,000,000
restricted common shares at $0.001 per share.
f) On March 8, 2010, the Company issued 10,132,430 common
shares at $0.001 per share for settlement of debt of $10,132.
The Company has not issued any stock options.
Microelectronics Technology Company
(formerly China YouTV Corp.)
(A Development Stage Company)
Notes to Financial Statements as of June 30, 2010
(Expressed in US Dollars)
_______________________________________________________________
Note 8 - Preferred Stock
On October 5, 2009, the Company issued 110,000 preferred shares at
$0.01 per share. Each preferred share is convertible into 100
common shares and each preferred share entitles the holder to 100
votes at any shareholders' meeting. The preferred shareholders
have the first right of refusal to be acquired in the event of a
change in control.
Note 9 - Income Taxes
The Company accounts for income taxes under ASC 740, Income Taxes.
Deferred income tax assets and liabilities are determined based
upon differences between financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect when the differences are
expected to reverse. Income tax expense differs from the amount
that would result from applying the U.S federal and state income
tax rates to earnings before income taxes. The Company has net
operating losses carried forward of approximately $375,669
available to offset taxable income in future years which begin
expiring in fiscal 2025. Pursuant to ASC 740, the potential
benefits of the net operating losses carried forward has not been
recognized in the financial statements since the Company cannot be
assured that it is more likely than not that such benefit will be
utilized in future years.
The Company is subject to United States federal and state income
taxes at an approximate rate of 35% (2009 - 35%) The reconciliation
of the provision for income taxes at the United States federal
statutory rate compared to the Company's income tax expense as
reported is as follows:
June 30, June 30,
2010 2009
Income tax recovery at statutory rate $ (18,450) $ (132,860)
Stock-based compensation - 118,560
Valuation allowance change 18,450 14,300
______________________________________________________________________________
Provision for income taxes $ - $ -
______________________________________________________________________________
For the years ended June 30, 2010 and 2009, the valuation
allowance established against the deferred tax assets increased by
$18,450 and $14,300 respectively.
Deferred tax assets consist of:
June 30, June 30,
2010 2009
Net operating loss carryforward $ 131,484 $ 113,030
Less valuation allowance (131,484) (113,030)
______________________________________________________________________________
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 $131,484 attributable to the future utilization of the $375,669
net operating loss carryforward as of June 30, 2010 will be
realized. Accordingly, the Company has provided a 100% allowance
against the deferred tax asset in the financial statements at June
30, 2010. 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, 2029
and 2030 in the amounts of $11,525, $24,918, $130,503, $115,143,
$40,855 and $52,725 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 10 - Subsequent Events
The Company has determined that there were no additional
subsequent events to recognize or disclose in these financial
statements.
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 not 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, 2010. We carried
out this assessment using the criteria of the Committee of
Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control-Integrated Framework.
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,
2010, our internal control over financial reporting is not
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 2010 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 43 President and Annual
Director
Michael Lee 58 Secretary, Treasurer Annual
And Director
Notes.
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
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, a 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.
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 $100,000.
Executive Compensation
Fees
Earned Non-Equity Nonqualified
or Stock Option Incentive Plan Deferred All Other
Paid in Awards Awards Compensation CompensationCompensation Total
Name Year Cash ($) ($) ($) ($) ($) ($)
____________________________________________________________________________
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Brian 2008 0 0 0 0 0 0 0
Stewart 2009 0 0 0 0 0 0 0
2010 0 0 0 0 0 0 0
Michael 2008 0 0 0 0 0 0 0
Lee 2009 0 0 0 0 0 0 0
2010 0 0 0 0 0 0 0
Officers who are also directors of Microelectronics Technology Company
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 August 30, 2010, 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.
As of August 30, 2010, there were 54,133,345 shares of
common stock outstanding.
Amount and
Nature of
Name and Beneficial Percentage
Address Position Ownership of class
Cale Corporation Shareholder 3,510,000 6.48%
430-5190 Neil Road,
Reno, NV 89502
722868 Ontario Ltd. Shareholder 21,250,000 39.25%
3475 14th Avenue
Markham, ON L3R 0H4
Canada
Presidents Corporate Shareholder 11,000,000 20.32%
Group
100 West Liberty Street
10th floor
Reno, NV 89502
Sofiane Group Inc Shareholder 10,000,000 18.47%
35 A Regent Street
Belize City, Belize
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:
2010 $ 19,860 Manning Elliott LLP
2009 $ 11,059 Michael T. Studer CPA P.C.
(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:
2010 $ 0 Manning Elliott LLP
2009 $ 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:
2010 $ 0 Manning Elliott LLP
2009 $ 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:
2010 $ 0 Manning Elliott LLP
2009 $ 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%.
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: September 27, 2010
Microelectronics Technology Company
By: /S/ Brian Stewart
Brian Stewart
Chief Executive Officer
& Director
By: /S/ Michael Lee
Michael lee
Chief Financial Officer