MICROELECTRONICS TECHNOLOGY COMPANY
FORM 10-Q
(Quarterly Report)
Filed 11/11/10 for the Period Ending 09/30/10
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
Page 1 of 20
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 quarterly period
ended September 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
(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
Page 2 of 20
and posted pursuant to Rule 405 of Regulation S-T ( 232.405
of this chapter ) during the preceding 12 months (or for
such shorter period that the registrant was required
to submit and post such files). Yes ( ) No ( )
Indicate by check if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ( X )
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a not-accelerated
filer, or a smaller reporting company. See the definitions
of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange
Act.
Large accelerated filer ( ) Accelerated filer ( )
Non-accelerated filer ( ) Smaller reporting company (X)
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).
Yes ( ) No ( X )
At November 5, 2010, the Company had outstanding of
54,133,345 shares of Common Stock, $0.00001 par value per
share.
Page 3 of 20
MICROELECTRONICS TECHNOLOGY COMPANY
FORM 10-Q
For the Period Ended September 30, 2010
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION Pages
Item 1. Financial Statements .......... 6 - 15
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......... 17 - 18
Item 3. Quantitative and Qualitative Disclosures about Market Risk.... 18
Item 4T.Controls and Procedures........... 18
PART II
Item 1. Legal Proceedings................ 18
Item 1A.Risk Factors............ 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.. 19 - 20
Item 3. Defaults Upon Senior Securities......... 20
Item 4. Submission of Matters to a Vote of Security Holders... 20
Item 5. Other Information......... 20
Item 6. Exhibits and Certifications...... 20
Page 4 of 20
Part 1. Item 1. Financial Statements
MICROELECTRONICS TECHNOLOGY COMPANY
Page No.
Balance Sheets as at September 30, 2010 and June 30, 2010 7
Statements of Operations
for the three months ended September 30, 2010 and 2009
and for the period May 18, 2005 (Inception) to
September 30, 2010 8
Statements of Cash Flows
for the three months ended September 30, 2010 and 2009
and for the period May 18, 2005 (Inception) to
September 30, 2010 9
Notes to Financial Statements 10 - 15
Page 5 of 20
MICROELECTRONICS TECHNOLOGY COMPANY
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2010
(Expressed in US Dollars)
(Unaudited)
Page 6 of 20
Microelectronics Technology Company
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars )
Sep. 30, June 30,
2010 2010
(Unaudited)
Current Assets
Cash $ 170 $ 47
Accounts receivable 386 386
Prepaid expenses 668 -
______________________
Total current assets 1,224 433
Mineral claims acquisition costs (note 3) 124,911 124,912
______________________
Total assets 126,135 125,345
______________________
Liabilities and stockholders' deficit
Current Liabilities
Accounts payable $ 42,746 $ 38,881
Accrued liabilities 9,980 3,360
Due to related party (Note 4) 36,475 25,220
Due to former related party (Note 5) 190,084 190,084
______________________
Total liabilities 279,285 257,545
______________________
Contingency and Commitment (Notes 1 and 4)
Stockholders' deficit
Preferred stock, $0.00001 par value:
Authorized 200,000,000 shares
Issued and outstanding, 110,000
(nil - 2009) $ 1 $ 1
Common stock, $0.00001 par value:
Authorized 200,000,000 shares
Issued and outstanding, 54,333,345 and
100,060 shares, respectively 541 541
Additional paid-in capital 1,035,080 1,035,080
Subscription notes receivable (38,400) (38,400)
Accumulated deficit (1,150,372) (1,129,422)
________________________
Total Stockholders' Deficit (153,150) (132,200)
________________________
Total liabilities and stockholders' deficit $ 126,135 $ 125,345
________________________
The accompanying notes are an integral part of these financial statements
Page 7 of 20
Microelectronics Technology Company
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars )
(Unaudited)
Accumulated
during the
development
For the 3 months stage (May 18,
ended Sep.30, 2005 to
2010 2009 Sep.30, 2010
Revenue $ - $ - $ -
Expenses
General and
administrative 20,948 2,2827 1,142,898
Impairment of mineral
property costs - - 7,794
__________________________________
Total operating
expenses $ 20,948 $ 2,827 $ 1,129,744
__________________________________
Loss before other income (20,948) (2,827) (1,150,692)
Other income
Interest income - - 322
___________________________________
Net loss $ (20,948) $ (2,827) $ (1,150,370)
___________________________________
Net loss per
common share
- - Basic and diluted $ (0.00) $ (0.03)
Weighted average
number 54,133,345 100,060
of common shares
outstanding
The accompanying notes are an integral part of these financial statements
Page 8 of 20
Microelectronics Technology Company
(A Development Stage Company)
Statements Of Cash Flows
(Expressed in US Dollars )
(Unaudited)
Cumulative
during the
development
For three months stage (May 18,
ended Sep.30, 2005 to
2010 2009 Sep.30, 2010)
Cash Flows (Used In) Provided By :
Operating Activities
Net Loss $ (20,948) $ ( 2,827) $ (1,150,370)
Adjustments to reconcile net
loss to net cash used
in operating activities:
Impairment of mineral
property costs - - 6,033
Stock-based compensation - - 796,880
Changes in operating assets
and liabilities:
Prepaid expenses (668) - (668)
Accounts receivable - - (386)
Due to related party 11,255 - 36,475
Accounts payable and
accrued liabilities 10,485 2,721 41,814
________________________________________
Net cash used in operating
activities 123 (106) (270,223)
________________________________________
Investing Activities
Mineral claim acquisition
costs incurred - - (6,033)
________________________________________
Net cash used in investing
activities - - (6,033)
________________________________________
Financing Activities
Loans from related party - - 190,084
Proceeds from sales of
preferred stock - - 1,110
Proceeds from sales of
common stock - - 85,242
________________________________________
Net cash provided by financing
activities - - 276,426
________________________________________
Increase/(Decrease) in Cash 123 (106) 170
Cash, beginning 47 299 -
________________________________________
Cash, ending $ 170 $ 193 $ 170
________________________________________
Supplemental disclosure of cash flow information:
Interest paid $ - $ - $ -
Income tax paid $ - $ - $ -
Noncash investing and financing activities:
Acquisition of mineral claims
in exchange for 55,000 shares
of common stock and assumption
of $10,912 account payable $ - $ - $ 124,912
Common shares issued for debt
settlement $ - $ - $ 10,132
The accompanying notes are an integral part of these financial statements.
Page 9 of 20
Microelectronics Technology Company
(A Development Stage Company)
Notes to Financial Statements as of September 30, 2010
(Expressed in US Dollars)
(Unaudited)
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 electric media
ventures.
The Company is in the development stage and has not generated any
revenues and has incurred losses of $1,150,372 since inception. At
September 30, 2010, the Company had $170 cash and $279,285 in current
liabilities. Further, the Company incurred a loss of $20,948 for
the quarter ended September 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
The interim unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the
United States for interim financial information and with the
instructions to Securities and Exchange Commission ('SEC')
Form 10-Q. They do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. Therefore, these financial
statements should be read in conjunction with the Company's
audited consolidated financial statements and notes thereto
for the year ended June 30, 2010, included in the Company's
Annual Report on Form 10-K filed with the SEC.
The financial statements included herein are unaudited; however,
they contain all normal recurring accruals and adjustments
that, in the opinion of management, are necessary to present
fairly the Company's financial position at September 30, 2010
and June 30, 2010 and the results of its operations and cash
flows for the three months ended September 30, 2010 and 2009.
The results of the operations for the three months ended
September 30, 2010 are not necessary indicative of the results
to be expected for future quarters or the full year.
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
Page 10 of 20
Microelectronics Technology Company
(A Development Stage Company)
Notes to Financial Statements as of September 30, 2010
(Expressed in US Dollars)
(Unaudited)
Note 2 - Summary of Significant Accounting Policies (contined)
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.
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
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.
Page 11 of 20
Microelectronics Technology Company
(A Development Stage Company)
Notes to Financial Statements as of September 30, 2010
(Expressed in US Dollars)
(Unaudited)
Note 2 - Summary of Significant Accounting Policies (continued)
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 fluctuation.
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.
Page 12 of 20
Microelectronics Technology Company
(A Development Stage Company)
Notes to Financial Statements as of September 30, 2010
(Expressed in US Dollars)
(Unaudited)
Note 2 - Summary of Significant Accounting Policies (continued)
l) Recently Issued Accounting Pronouncements
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 - 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 4 - Related Party Transactions
The Company incurred administration and accounting fees of $6,579
(2009: $nil) to a corporation which is a significant shareholder
of the Company. As at September 30, 2010, $25,563 (June 30, 2010:
$nil) is owing to this corporation that is included in amounts
due to related parties which is unsecured, non-interest bearing
and is due on demand.
Included in amounts due to related parties is $10,912 (June 30,
2010: $nil) 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 3).
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
Page 13 of 20
Microelectronics Technology Company
(A Development Stage Company)
Notes to Financial Statements as of September 30, 2010
(Expressed in US Dollars)
(Unaudited)
Note 4 - Related Party Transactions (continued)
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 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 November 9, 2010 this transaction has
not closed and negotiation is underway to extend the closing
date to December 31, 2010.
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 3) and 722868 Ontario Ltd.
that has significant stockholdings in the Company.
Note 5 - Due to Former Related Party
As at September 30, 2010, $190,084 (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.
Note 6 - Common Stock
There was no change in the common stock of the Company since the
last fiscal year ended June 30, 2010.
The Company has not issued any stock options.
Note 7 - 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 8 - Subsequent Events
The Company has determined that there were no additional
subsequent events to recognize or disclose in these financial
statements.
Page 14 of 20
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.
Page 15 of 20
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This section of the 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 April 1, 2009, the Company acquired certain assets of
First Light Resources, Inc. ("First Light"), primarily 6
mineral claims located in Ontario Canada, pursuant to an
Asset Purchase and Sale Agreement. The purchase price for
the assets was $114,000, payable in cash and/or Company
common stock. No cash was paid to First Light and a total
of 55,000 shares of Company common stock were issued to
three designated parties of First Light, increasing the
issued and outstanding shares of Company common stock from
30,060 shares to 85,060 shares. The Company also assumed a
$10,912 account payable of First Light in connection with
this transaction.
On October 5, 2009, the Company executed a Shares Purchase
Agreement with 722868 Ontario Ltd. ("Seller"), an Ontario
Page 16 of 20
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 of November 9, 2010,
the transaction has not closed and negotiation is underway
to extend the closing date to December 31, 2010.
On April 1, 2010 Auric Mining Company signed an option with
the 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.
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.
Page 17 of 20
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
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 splits, thereby reducing the issued and
outstanding shares of Common Stock from 100,060,000 prior
to the reverse split to 100,915 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.
On February 15, 2010, the Company authorized issuance of
40,000,000 restricted common shares at $0.001 per share.
Page 18 of 20
On March 8, 2010, the Company authorized issuance of
10,132,430 common shares at $0.001 per share for settlement
of debt.
On April 5, 2010, 3,200,000 shares issued under Regulation
"S" (X) on October 20, 2009 were retired to treasury.
The Company has not issued any stock options or other
convertible securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
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.
32.2 Certification of the Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.
Page 19 of 20
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: November 11, 2010
Microelectronics Technology Company
By: /S/ Wei-Chieh Wang
--------------
Wei-Chieh Wang
Chief Executive Officer
& Director
By: /S/ Albert Ng
---------
Albert Ng
Chief Financial Officer
Page 20 of 20