PINX:MELY Microelectronics Technology Co Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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MICROELECTRONICS TECHNOLOGY COMPANY




FORM 10-Q

(Quarterly Report)



Filed  05/18/12 for the Period Ending 03/31/12





 

Address


 

 

14 Monarch Bay Plaza

Monarch Bay, CA 92629

 

Telephone

 

(866) 587-2860

 

CIK

 

0001329136

 

Symbol

 

MELY

 

SIC Code

 

1000 – Metal Mining

 

Industry

 

Gold & Silver

 

Sector

 

Basic Materials

 

Fiscal Year

 

06/30

 

 

 

 















UNITED STATES



Page 1 of 27


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 March 31, 2012.


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.)


14 Monarch Bay Plaza, Monarch Bay, CA 92629

 (Address of principal executive offices,

including zip code)


866-587-2860

(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ( X )  No (  )


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted

and posted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter ) during the preceding 12 months (or for such shorter period that the registrant was required

to submit and post such files).  Yes (   )   No (   )




Page 2 of 27


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-Q or any amendment to this Form 10-Q. ( 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 May 18, 2012, the Company had outstanding of 124,133,345 shares of Common Stock, $0.00001 par value per share.

























Page 3 of 27


MICROELECTRONICS TECHNOLOGY COMPANY

FORM 10-Q

For the Period Ended March 31, 2012

TABLE OF CONTENTS



PART I

FINANCIAL INFORMATION

Pages

      

Item 1.

Financial Statements  .........

6 - 18

   

Item 2.

Management's Discussion and Analysis

          of Financial Condition and Results of

          Operations..........

19 - 21

     

Item 3.

Quantitative and Qualitative

          Disclosures about Market Risk....    

21


Item 4T.

Controls and Procedures...........

21

     


PART II


Item 1.

Legal Proceedings................

22


Item 1A.

Risk Factors............

22


Item 2.

Unregistered Sales of Equity

          Securities and Use of Proceeds. . . . . 22 - 23

 

Item 3.

Defaults Upon Senior Securities.....

23


Item 4.

Submission of Matters to a Vote of

          Security Holders... . .       

23


Item 5.

Other Information.........

23

   

Item 6.

Exhibits and Signatures…....            23 - 30

   












Page 4 of 27


Part 1. Item 1. Financial Statements


MICROELECTRONICS TECHNOLOGY COMPANY



Page No.


Balance Sheets as at March 31, 2012

and June 30, 2011

                    7


Statements of Operations for the three

months ended March 31, 2012 and 2011;

nine months ended March 31, 2012 and 2011;

and for the period May 18, 2005 (Inception)

to March 31, 2012

8


Statements of Cash Flows for the nine

months ended March 31, 2012 and 2011

and for the period May 18, 2005 (Inception)

to March 31, 2012

9


Notes to Financial Statements

10 - 18





























Page 5 of 27







MICROELECTRONICS TECHNOLOGY COMPANY


(A Development Stage Company)


FINANCIAL STATEMENTS


March 31, 2012


(Expressed in US Dollars)


(Unaudited)

































Page 6 of 27


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Page 9 of 27


Microelectronics Technology Company

(A Development Stage Company)

Notes to Financial Statements as of March 31, 2012

(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 August 26, 2011, 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.


On August 26, 2011, the Company entered into a Share Exchange Agreement with Cloud Data Corporation (“Cloud Data”). Pursuant to the agreement, the Company issued 70,000,000 shares of common stock in exchange for all of the issued and outstanding shares of Cloud Data. The acquisition was a capital transaction in substance and therefore has been accounted for as a recapitalization, which is outside the scope of Accounting Standards Codification (“ASC”) 805, Business Combinations . Under recapitalization accounting, Cloud Data was considered the

acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of the Company. Assets acquired and liabilities assumed are reported at their historical amounts. These consolidated financial statements include the accounts of the Company since the effective date of the recapitalization and the historical accounts of the business of Cloud Data since inception on April 11, 2011. As a result of the transaction, the Company’s business operations consisted of online marketing and advertising services from August 26, 2011 to

present.


The Company is in the development stage and has not generated any revenues and has incurred losses of $177,290 since inception of Cloud Data on April 11, 2011. At September 30, 2011, the Company had $(13) in cash and $486,277 in current liabilities. Further, the Company incurred a loss of $147,690 for the nine months ended  March 31, 2012.  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.




















Page 10 of 27


Microelectronics Technology Company

(A Development Stage Company)

Notes to Financial Statements as of March 31, 2012

(Expressed in US Dollars)

(Unaudited)


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. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Cloud Data Corporation, a company incorporated in the State of Nevada. All inter-company accounts and transactions have been eliminated.  The Company’s fiscal year end is June 30.  


b)                     Interim Financial Statements


These unaudited interim consolidated 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 interim consolidated financial statements should be read in conjunction with the Company's audited financial statements and

notes thereto for the year ended June 30, 2011, included in the Company's Annual Report on Form 10-K filed on September 27, 2011 with the SEC.



The consolidated 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 June 30, 2011, and the results of its operations and cash flows for the interim period ended June 30, 2011. The results of operations for the nine months ended March 31, 2012 are not necessarily indicative of the results to be expected for future quarters or the full year.

c)                  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 long-lived assets 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.

d)              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




Page 11 of 27


Microelectronics Technology Company

(A Development Stage Company)

Notes to Financial Statements as of March 31, 2012

(Expressed in US Dollars)

(Unaudited


Note 2 - Summary of Significant Accounting Policies (continued)

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.

e)              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 March 31, 2012, and June 30, 2011, the Company had no items that represent other comprehensive loss, and therefore has not included a schedule of comprehensive loss in the financial statements.

f)               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.

g)              Financial Instruments

The Company’s financial instruments consist principally of cash, amounts receivable, accounts payable, due to related parties 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.


h)              Advertising Costs 

Advertising costs are charged to operations as incurred.

 

 

i)                Intangible Assets

Intangible assets consist of software which is not yet ready for commercial release. The capitalized costs of software are amortized on a product-by-product basis, starting when the product is available for general release to customers. The Company will recognize amortization of intangible assets on a straight-line method over their estimated period of benefit, once commercial production has commenced. The Company evaluates the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

j)               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




Page 12 of 27


Microelectronics Technology Company

(A Development Stage Company)

Notes to Financial Statements as of March 31, 2012

(Expressed in US Dollars)

(Unaudited


Note 2 - Summary of Significant Accounting Policies (continued)

over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

k)              Long-lived Assets

In accordance with ASC 360, Property Plant and Equipment , the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

l)                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

l)                Foreign Currency Translation (continued)

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.

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.

m)            Stock-based Compensation

Pursuant to ASC 505, Equity Based Payments to Non-Employees , 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.

 

 

n)              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.





Page 13 of 27


Microelectronics Technology Company

(A Development Stage Company)

Notes to Financial Statements as of March 31, 2012

(Expressed in US Dollars)

(Unaudited


Note 2 - Summary of Significant Accounting Policies (continued)

Interest and penalties on tax deficiencies recognized in accordance with ASC accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

(b)              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 – Reverse Merger Transaction

Pursuant to a Share Exchange Agreement dated August 26, 2011, the Company agreed to acquire all of the issued and outstanding shares of Cloud Data in exchange for the issuance of 70,000,000 shares of the Company’s common stock. The share exchange was treated as a reverse acquisition with Cloud Data deemed the accounting acquirer and the Company deemed the accounting acquiree under the purchase method of accounting, with the former shareholders of Cloud Data controlling approximately 52% of the voting rights after the closing of the transaction. The reverse merger is deemed a recapitalization and the consolidated financial statements represent the continuation of the financial statements of Cloud Data (the accounting acquirer/legal subsidiary) except for its capital structure, and the consolidated financial statements reflect the assets and liabilities of Cloud Data recognized and measured at their carrying value before the combination and the assets and liabilities of the Company (the legal acquiree/legal parent). The equity structure reflects the equity structure of the Company, the legal parent, and the equity structure of Cloud Data, the accounting acquirer, as restated using the exchange ratios established in the share exchange agreement to reflect the number of shares of the legal parent.

The allocation of the purchase price and adjustment to stockholders’ equity is summarized in the table below:

Net book value of the Company’s net assets acquired

  

Cash

$

505

  

Amounts receivable

  

386

  

Prepaid expenses

  

668

  

Mineral claims acquisition costs

  

124,912

  

Accounts payable

  

(47,403

)

Due to related parties

  

(73,734

)

Due to former related party

  

(190,084

)

Net assets

$

(184,750

)


Adjustment to stockholders’ equity

  

Reduction to additional paid-in capital

$

(177,858

)

Increase in common stock at par value

  

700

  

Adjustment to accumulated deficit

  

(7,592

)

Net asset adjustment to equity

$

(184,750

)



Page 14 of 27



Microelectronics Technology Company

(A Development Stage Company)

Notes to Consolidated Financial Statements as of March 31, 2012

(Expressed in US Dollars)

(Unaudited)



 

 

Note 4 – Intangible Asset

  

On April 24, 2011, the Company acquired the right, title, and interest in software known as Domain Stutter with an estimated fair value of $140,000 in consideration for the issuance of 70,000,000 shares of common stock of the Company. Domain Stutter is a system that can auto host thousands domains per server and propagate them with unique content.

  

Note 5 – 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 the Company’s common stock were issued to three designated parties of First Light, increasing the issued and outstanding shares of Company’s 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 $124,911 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 September 30, 2011. 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.

  



Page 15 of 27



Microelectronics Technology Company

(A Development Stage Company)

Notes to Consolidated Financial Statements as of March 31, 2012

(Expressed in US Dollars)

(Unaudited)

  

Note 5 – Mineral Claims (continued)


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 was required to complete its due diligence prior to the option expiring on September 15, 2011. During the period ended March 31, 2012, the option expired unexercised. At the time of the agreement, a director of the Company was also the President of Auric, therefore Auric was considered to be a related party and the option agreement was a related party transaction.

  

Note 6 – Related Party Transactions

  

On August 26, 2011 the Company acquired 100% of the outstanding shares of Cloud Data Corporation in exchange for 70,000,000 common shares of the Company (Note 3). The acquisition was considered a related party transaction as the Company’s President and Director was also the President and Director of Cloud Data.

  

Included in amounts due to related parties as at March 31, 2012 is $73,916 (June 30, 2011 - $ 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.


The Company is indebted to shareholders for $4,600 as at December 31, 2011, (June 30, 2011 - $2,500), which is unsecured, non-interest bearing and is due on demand.

  

 

Note 7 – Due to Former Related Party

  

As at March 31, 2011, $190,084 (June 30, 2011 - $ nil) was due to former related party who resigned as the Company’s former President and Director in June 2007. These amounts are non-interest bearing, unsecured and have no specific terms of repayment.

  

  

Note 8 – Common Stock

  

On August 26, 2011, the Company issued 70,000,000 shares of common stock pursuant to a Share Exchange Agreement with Cloud Data (Note 3).

  

Note 9 – 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









Page 16 of 27


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 17 of 27


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements


Certain statements, other than purely historical information, including estimates, projections, statements

relating to our business plans, objectives, and expected operating results, and the assumptions upon which

those statements are based, are “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities

Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,”

“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,”

“will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking

statements to be covered by the safe-harbor provisions for forward-looking statements contained in the

Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of

complying with those safe-harbor provisions. Forward-looking statements are based on current

expectations and assumptions that are subject to risks and uncertainties which may cause actual results to

differ materially from the forward-looking statements. Our ability to predict results or the actual effect of

future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our

operations and future prospects on a consolidated basis include, but are not limited to: changes in economic

conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally

accepted accounting principles. These risks and uncertainties should also be considered in evaluating

forward-looking statements and undue reliance should not be placed on such statements. We undertake no

obligation to update or revise publicly any forward-looking statements, whether as a result of new

information, future events or otherwise. Further information concerning our business, including additional

factors that could materially affect our financial results, is included herein and in our other filings with the

SEC.


Overview

We are a start-up, developmental stage corporation and have not yet generated any revenues from our

business activities. We were incorporated in the State of Nevada on May 18, 2005. We have four mineral

claims located near Wawa in northern Ontario, Canada that we someday plan to explore for precious

metals. Our plans to explore these claims, however, have been put on hold as result of our recent

acquisition of Cloud Data on August 26, 2011. Through the acquisition of Cloud Data, we are moving into

the Internet incubator space in order to capitalize upon the technology opportunities available today and in

the immediate future within the cloud computing market place.


Results of Operations for the Nine Month Ended March 31, 2012 and Period from April 11, 2011

(Inception of the Development Stage) until March 31, 2012.


We generated no revenue for the period from April 11, 2011 until March 31, 2012. We are a

development stage company and intend to pursue the line of business of internet marking though the

acquisition of Cloud Data.

Our Operating Expenses for the nine months ended March 31, 2012were $147,690. Our Operating

Expenses from April 11, 2011 (Inception of the Development Stage) to March 31, 2012 were $177,290.

For each period our Operating Expenses consist primarily of advertising, management fees and professional fees.

We, therefore, recorded a net loss of $147,690 for the nine months ended March 31, 2012 and a net loss of

$177,290 for the period from April 11, 2011 until December 31, 2011.

We anticipate our operating expenses will increase as we undertake the business of internet marking though

the acquisition of Cloud Data.


Liquidity and Capital Resources


As of March 31, 2012, we had $2,555 in current assets and $486,277 in current liabilities. Thus, we had

a working capital deficit of $483,722 as of March 31,2012.

Cash flow from Operating activities was $306,319 for the nine months ended March 31, 2012. Our net cash

used in investing activity was $(129,274). We had $505 cash used in financing activities for the

period from April 11, 2011 until March 31, 2012.

As March 31, 2012 we have insufficient cash to operate our business at the current level for the next

twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond

the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations

through debt and/or equity financing arrangements, which may be insufficient to fund our capital

expenditures, working capital, or other cash requirements. We do not have any formal commitments or

arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no

assurance that such additional financing will be available to us on acceptable terms, or at all.

Going Concern



Page 18 of 27


We are in the development stage and have not generated any revenues and have incurred losses of

$177,290 since April 11, 2011. At March 31, 2011, we had $0 in cash and $487,277 in current

liabilities. Further, we incurred a loss of $147,690 for the nine months ended March 31, 2012. In view of

these conditions, our ability to continue as a going concern is in substantial doubt and dependent upon

achieving a profitable level of operations and on our ability to obtain necessary financing to fund ongoing

operations.

To meet these objectives, we continue to seek other sources of financing in order to support existing

operations and expand the range and scope of our business. However, there are no assurances that any such

financing can be obtained on acceptable terms, if at all. The accompanying financial statements do not give

effect to any adjustments which would be necessary should we be unable to continue as a going concern.


Off Balance Sheet Arrangements

As of March 31, 2011, there were no off balance sheet arrangements.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.


Item 4T. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and

procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2011. This

evaluation was carried out under the supervision and with the participation of our Chief Executive Officer

and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief

Financial Officer concluded that, as of March 31, 2012, our disclosure controls and procedures were not

effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial

reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual

or interim financial statements will not be prevented or detected on a timely basis. Management has

identified the following material weaknesses which have caused management to conclude that, as of

March 31, 2012, our disclosure controls and procedures were not effective: (i) inadequate segregation

of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting

and financial reporting with respect to the requirements and application of both US GAAP and Securities

and Exchange Commission guidelines.


Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial

reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to

remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement

the following changes during our fiscal year ending June 30, 2012: (i) appoint additional qualified

personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt

sufficient written policies and procedures for accounting and financial reporting. The remediation efforts

set out are largely dependent upon our securing additional financing to cover the costs of implementing the

changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely

affected in a material manner.

We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk

management until we receive financing to hire additional employees.


Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the nine months ended

December 31, 2012that have materially affected, or are reasonable likely to materially affect, our internal

control over financial reporting.


PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to

which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are

adverse to us or have a material interest adverse to us.


Item 1A: Risk Factors

A smaller reporting company is not required to provide the information required by this Item.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On August 26, 2011, we issued 70,000,000 shares of our common stock pursuant to a Share Exchange

Agreement with Cloud Data. These issuances were deemed to be exempt under rule 506 of Regulation D



Page 19 of 27


and Section 4(2) of the Securities Act of 1933, as amended, since, among other things, the transactions did

not involve a public offering, the investors were accredited investors and / or qualified institutional buyers,

the investors had access to information about the Company and their investment, the investors took the

securities for investment and not resale, and the Company took appropriate measures to restrict the transfer

of the securities.


Item 3. Defaults upon Senior Securities

None.


Item 4. Removed and Reserved


Item 5. Other Information

None.




Item 6.  EXHIBITS & SIGNATURES


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:  May 18, 2012


Microelectronics Technology Company


Page 20 of 27



By: /S/ Brett Everett

             Brett Everett

       Chief Executive Officer

         & Director


By: /S/ Brett Everett

             Brett Everett

       Chief Financial Officer  



























Exhibit 31.01

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT AND

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Brett Everett, Director and Chief Executive Officer of Microelectronics Technology Company, certify that :

 

1.  I have reviewed this Quarterly Report on Form 10-Q of Microelectronics Technology Company;

 

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with  respect to the period covered by this report;  

 

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.  The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have :

a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with general accepted accounting principles;


c.  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the

disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

5.  The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions ):

a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarized and report financial information; and


b.  Any fraud, whether or not material, that involves management or other employees who have a significant

role in the registrant's internal control over financial reporting.

 

 

 

Dated : May 18, 2012.


 Signature : /s/ Brett Everett

                 ---------------     

                 Brett Everett                            

        Director & Chief Executive Officer















Exhibit 31.02

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT AND

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Brett Everett, Chief Financial Officer of Microelectronics Technology Company, certify that :

 

1.  I have reviewed this Quarterly Report on Form 10-Q of Microelectronics Technology Company;

 

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with  respect to the period covered by this report;  

 

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.  The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have :

a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with general accepted accounting principles;


c.  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the

disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

5.  The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions ):


a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarized and report financial information; and


b.  Any fraud, whether or not material, that involves management or other employees who have a significant

role in the registrant's internal control over financial reporting.

 

 

 

Dated : May 18, 2011.


Signature : /s/ Brett Everett

                ---------     

                Brett Everett                

   Director & Chief Financial Officer















EXHIBIT 32 .01


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Microelectronics Technology Company (the "Company") on Form 10-Q for the quarter ended March 31, 2012 as filed with the securities



Page 25 of 27


and Exchange Commission on the date hereof (the "Report"),   


I, Brett Everett, Chief Executive Officer of the Company, certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,  that to the best of my knowledge:


        (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


        (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.


  /s/ Brett Everett

      --------------

          

      Brett Everett

Director & Chief Executive Officer


May 18, 2011.


















EXHIBIT 32 .02


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Microelectronics Technology Company (the "Company") on Form 10-Q for the quarter ended March 31, 2012 as filed with the securities



Page 26 of 27


and Exchange Commission on the date hereof (the "Report"),   


I, Brett Everett, Chief Financial Officer of the Company, certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,  that to the best of my knowledge:


        (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


        (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.


/s/ Brett Everett

    ---------

    Brett Everett

Chief Financial Officer


May 18, 2011.




Page 27 of 27


PINX:MELY Microelectronics Technology Co Quarterly Report 10-Q Filling

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