01/08/2014 03:51:51 Free Membership Login

- Quarterly Report (10-Q)

Date : 02/10/2012 @ 2:29PM
Source : Edgar (US Regulatory)
Stock : Microelectronics Technology Co. (PC) (MELY)
Quote : 0.0022  0.0002 (10.00%) @ 4:14PM
Microelectronics Technology Co. (PC) share price Chart

- Quarterly Report (10-Q)




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark One)

R

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

  For the quarterly period ended December 31, 2011

 

 

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: 001-32984


MICROELECTRONICS TECHNOLOGY COMPANY

(Exact name of registrant as specified in its charter)

   

 

 

 

 

 

  

  

  

  

  

   

   

   

   

   

Nevada

   

 

   

N/A

(State or other jurisdiction

   

 

   

(IRS Employer

of incorporation)

   

 

   

Identification No.)

   

   

   

   

   

14 Monarch Bay Plaza, Monarch Bay, California

   

92629

(Address of principal executive offices)

   

(Zip Code)

   

(866) 587-2860

 (Registrant’s telephone number, including area code)


N/A

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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.                     R  Yes £ 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 R No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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.




Page 1 of 18





Large accelerated filer

  

o

  

Accelerated filer

  

o

Non-accelerated filer

  

o (Do not check if a smaller reporting company)

  

Smaller reporting company

  

R



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

  £ Yes R No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 124,133,345 as of February 7, 2012.






 

TABLE OF CONTENTS

 

 

 

Page

PART I – FINANCIAL INFORMATION

Item 1:

Financial Statem ents

3

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

13

Item 3:

Quantitative and Qualitative Disclosures About Market Risk

14

Item 4:

Controls and Procedures

14

PART II – OTHER INFORMATION

Item 1:

Legal Proceedings

15

Item 1A:

Risk Factors

15

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

15

Item 3:

Defaults Upon Senior Securities

15

Item 4:

(Removed and Reserved)

15

Item 5:

Other Information

15

Item 6:

Exhibits

16



PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


Our financial statements included in this Form 10-Q are as follows:

F-1

Consolidated Balance Sheets as of December 31, 2011 (unaudited) and June 30, 2011;

F-2

Consolidated Statements of Operations for the six months ended December 31, 2011 and period from April 11, 2011 to December 31, 2011 (Unaudited);

F-3

Consolidated Statements of Cash Flows for the six months ended December 31, 2011 and period from April 11, 2011 to December 31, 2011 (Unaudited); and

F-4

Notes to Consolidated Financial Statements;


These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended December 31, 2011 are not necessarily indicative of the results that can be expected for the full year.



Page 2 of 18



                                     MICROELECTRONICS TECHNOLOGY COMPANY

(A Development Stage Company)

Consolidated Balance Sheet

(Expressed in US Dollars)

 

 

 December 31,

 June 30,

 

 

2011

2011

 

Assets

(Unaudited)

 

Current Assets

 

 

 

Cash and Cash Equivalents

$

450 

$

100 

 

Accounts Receivable

1,887 

 

Prepaid Expenses

668 

Total Current Assets

3,005 

100 

Furniture and equipment

4,363 

Mineral Claims acquisitions costs (Note 5)

124,911 

Intangible Asset (Note 4)

140,000 

140,000 

 

TOTAL ASSETS

$

272,279 

$

140,100 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' EQUITY

 

 

Current Liabilities

 

 

 

Accounts payable and accrued liabilities

$

162,413 

$

27,200 

 

Due to related parties (Note 6)

73,916 

2,500 

 

Due to former related party (Note 7)

190,084 

 

Due to Direct Capital

14,845 

 

Due to shareholders

4,600 

Total Liabilities

445,858 

29,700 

 

 

 

 

Contingencies and Commitment (Note 1)

 

 

 

 

 

 

Stockholders' Equity (Deficit)

 

 

 

Preferred stock (Note 9)

 

 

 

   Authorized: 200,000,000 shares, $0.00001 par value

 

 

 

   Issued and outstanding 110,000 shares

 

Common stock (Note 8)

 

 

 

   Authorized: 200,000,000 shares, $0.00001 par value

 

 

 

     Issued and outstanding 124,133,345  (June 30, 2011 -

 

 

 

     54,133,345 shares

1,241 

541 

 

Additional paid-in capital

177,858 

 

Stock subscriptions receivable

(38,400)

(38,400)

 

Deficit accumulated in the development stage

(136,420)

(29,600)

 

Total Stockholders' Equity (Deficit)

(173,579)

110,400 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$

272,279 

$

140,100 

The accompanying notes are an integral part of these consolidated financial statements.



Page 3 of 18



MICROELECTRONICS TECHNOLOGY COMPANY

 ( A Development Stage Company)

 Consolidated Statement of Operations and Comprehensive Loss

 (Expressed in U.S. Dollars)

 (Unaudited)

 

 

 

 

 

 

 

 

 Cumulative

 

 

 

 

 

 

 during the

 

 

 

 

 

 

 Development

 

 

 

 

 

 

 Stage

 

 

 

 

 

 

 (April 11, 2011)

 

 

 For the three months ended

 For the six months ended

 to

 

 

December 31,

December 31,

 December 31,

 

 

2011

2010

2011

2010

2011

 

 

 

 

 

 

 

 Revenues

$

$

$

$

$

 

 

 

 

 

 

 

 General and Administrative Expenses

 

 

 

 

 

 

 Advertising

19,724 

37,724 

49,724 

 

 Consulting

5,100 

 

  General & Administrative

17,314 

11,167 

18,347 

32,115 

18,467 

 

 Management Fees

15,000 

30,000 

40,000 

 

 Professional Fees

4,994 

20,750 

22,750 

 

   Total Expenses

57,032 

11,167 

106,821 

32,115 

136,041 

 

 

 

 

 

 

 

 

   Operating Loss

(57,032)

(11,167)

(106,821)

(32,115)

(136,041)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Net Income (Loss)

(57,032)

(11,167)

(106,821)

(32,115)

(136,041)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Net Income (Loss) per share,

 

 

 

 

 

       basic and diluted

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 Weighted average number of shares

 

 

 

 

 

 outstanding, basic and diluted

124,133,345

54,133,000 

102,330,177

54,133,000 

 


The accompanying notes are an integral part of these consolidated financial statements.



Page 4 of 18



MICROELECTRONICS INC.

 (A Development Stage Company)

 Consolidated Statement of Cash Flows

 (Expressed in U.S. Dollars)

 (Unaudited)

 

 

 

 

 

 

 

 Cumulative

 

 

 

 

 

 

 

 during the

 

 

 

 

 

 

 

 Development

 

 

 

 

 

 

 

 Stage

 

 

 

 

 

 

 

 (April 11, 2011)

 

 

 

 

 

 For the six months ended

 to

 

 

 

 

 

 December 31,

 December 31,

 

 

 

 

 

2011

2010

2011

 Cash Flows From Operating Activities

 

 

 

 

 Net Income (Loss)

 $          (106,821)

 $            (32,115)

 $          (136,041)

 

 Adjustments to reconcile net loss to

 

 

 

 

 

 net cash used by operating activities:

                           -

                           -

                           -

 

 

 

 

 

 

 

 

 

  Changes in operating assets and liabilities:

 

 

 

 

 

 Accounts receivable

                 (1,887)

 

 

 

 

 Prepaid expenses

                    (668)

                    (668)

 

 

 

 Accounts payable

               135,213

                   3,605

               121,442

 

 

 Due to related parties

                 71,416

                 29,715

                    (538)

 

 

 Due to former related parties

               190,084

 

 

 

 

 Due to Direct Capital

                 14,845

 

                 14,845

 

 

 Due to shareholders

                   4,600

 

                   4,600

 

 Net cash used in operating activities

               306,782

                      537

                   4,308

 

 

 

 

 

 

 

 

 Cash Flows From Investing activities

 

 

 

 

 Purchase of furniture & equipment

                 (4,363)

 

                 (4,363)

 

 Acquisition of mineral claims

             (124,911)

 

 

 

 Cash  acquired upon recapitalization

                      505

 

                      505

 

 Net cash provided by investing activities

             (128,769)

                           -

                 (3,858)

 

 

 

 

 

 

 

 

 Cash Flows From Financing Activities

 

 

 

 

 Recapitlaization adjustment

             (178,363)

 

 

 

 Common stock issued in reorganization

                      700

 

 

 

 Net cash provided by Financing Activities

             (177,663)

                           -

                           -

 

 

 

 

 

 

 

 

 

 Effects of exchange rates on cash

                           -

                           -

                           -

 

 

 

 

 

 

 

 

 Net increase in cash

                      350

                      537

                      450

 

 Cash at beginning of period

                      100

                        47

                           -

 

 

 

 

 

 

 

 

 Cash at end of period

 $                  450

 $                  584

 $                  450

 

 

 

 

 

 

 

 

 

 Supplemental cash flow information

 

 

 

 

 

 

 

 Interest paid

 $                        -

 $                        -

 $                        -

 

 

 

 

 Income Taxes paid

 $                        -

 $                        -

 $                        -

 

 

 

 

 

 

 

 

 

 Non-cash Investing and Financing Activities

 

 

 

 

 

 

 

 Acquisition of Intangible Asset

 

 

 $            140,000

 

 

 

 

 Net asset adjustment to equity in reorganization

 $            184,730

 

 


The accompanying notes are an integral part of these consolidated financial statements.



Page 6 of 18




(A Development Stage Company)

Notes to Consolidated Financial Statements as of December 31, 2011

(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 $136,041 since inception of Cloud Data on April 11, 2011. At December 31, 2011, the Company had $450 in cash and $445,858 in current liabilities. Further, the Company incurred a loss of $106,821 for the six months ended December 31, 2011.  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 7 of 18


(A Development Stage Company)

Notes to Consolidated Financial Statements as of December 31, 2011

(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 December 31, 2011, and the results of its operations and cash flows for the interim period ended December 31, 2011. The results of operations for the six months ended December 31, 2011 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.



Page 8 of 18


(A Development Stage Company)

Notes to Consolidated Financial Statements as of December 31, 2011

(Expressed in US Dollars)

(Unaudited)


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 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 December 31, 2011, 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.

g)               Financial Instruments (continued)

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.



Page 9 of 18


(A Development Stage Company)

Notes to Consolidated Financial Statements as of December 31, 2011

(Expressed in US Dollars)

(Unaudited)

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 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.



Page 10 of 18


(A Development Stage Company)

Notes to Consolidated Financial Statements as of December 31, 2011

(Expressed in US Dollars)

(Unaudited)

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 carry-forwards. 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.


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:



Page 11 of 18


(A Development Stage Company)

Notes to Consolidated Financial Statements as of December 31, 2011

(Expressed in US Dollars)

(Unaudited)


Note 3 – Reverse Merger Transaction (continued)


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)


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 $124,912 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 December 31, 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 12 of 18



Microelectronics Technology Company

(A Development Stage Company)

Notes to Consolidated Financial Statements as of December 31, 2011

(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 December 31, 2011, 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 December 31, 2011 is $10,911 (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 December 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.

  

As at December 31, 2011, $45,638 (June 30, 2011 - $ nil) is owing to a corporation which was a former significant shareholder of the Company. The amount is unsecured, non-interest bearing and is due on demand.

  

Also included in amounts due to former related parties as at December 31, 2011, is $16,600 (June 30, 2011 - $ nil) advanced by several corporations which were under common control with several significant shareholders of the Company.

  

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 13 of 18



  

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 Six Month Ended December 31, 2011 and Period from April 11, 2011 until December 31, 2011

We generated no revenue for the period from April 11, 2011 until December 31, 2011. 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 six months ended December 31, 2011were $106,821. Our Operating Expenses from April 11, 2011 to December 31, 2011were $136,041. For each period our Operating Expenses consist primarily of advertising, management fees and professional fees.


We, therefore, recorded a net loss of $106,821for the six months ended December 31, 2011and a net loss of $136,041for 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 December 31, 2011, we had $3,005 in current assets and $445,858 in current liabilities. Thus, we had a working capital deficit of $442,853 as of December 31, 2011.



Page 14 of 18



Cashflow from Operating activities was $4,713 for the six months ended December 31, 2011. Our net cash used in investing activity was $(4,363). We had no cash used in or provided for financing activities for the period from April 11, 2011 until December 31, 2011.


As December 31, 2011, 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

We are in the development stage and have not generated any revenues and have incurred losses of $106,821 since April 11, 2011. At December 31, 2011, we had $450 in cash and $445,858 in current liabilities. Further, we incurred a loss of $106,821 for the six months ended December 31, 2011. 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 December 31, 2011, 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 December 31, 2011, 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 December 31, 2011, 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



Page 15 of 18


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 six months ended December 31, 2011that 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 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.



Page 16 of 18



Item 6. Exhibits


Exhibit Number

Description of Exhibit



31.1*

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of  2002.


31.2*

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley  Act  of  2002.    


32.1**

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.


32.2**

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.


101.INS**       XBRL Instance Document.


101.SCH**      XBRL Taxonomy Extension Schema Document.


101.CAL**      XBRL Taxonomy Extension Calculation Linkbase Document.


101.LAB**      XBRL Taxonomy Extension Label Linkbase Document.


101.PRE**      XBRL Taxonomy Extension Presentation Linkbase Document.


101.DEF**      XBRL Taxonomy Extension Definition Linkbase Document.

________________________


*Filed herewith.


**Furnished herewith.




Page 17 of 18






SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Microelectronics Technology Company

By:

/s/ Brett Everett

 

Brett Everett

 

President, Secretary,

 

Chief Executive Officer,

 

Chief Financial Officer,

 

Principal Accounting Officer,

 

Treasurer, and Director


February 10, 2012

8





Page 18 of 18


Microelectronics Technology Co. (PC) (USOTC:MELY)
Historical Stock Chart

1 Year : From Aug 2013 to Aug 2014

Click Here for more Microelectronics Technology Co. (PC) Charts.

Microelectronics Technology Co. (PC) (USOTC:MELY)
Intraday Stock Chart

Today : Friday 1 August 2014

Click Here for more Microelectronics Technology Co. (PC) Charts.


Your Recent History
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.

NYSE and AMEX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.

By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions

1 site:2 us 140801 03:51