UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 10-Q

____________

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

[  ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 001-32984

MICROELECTRONICS TECHNOLOGY COMPANY

(Name of small business issuer in its charter)

Nevada		20-2675800
(State of incorporation)		(I.R.S. Employer Identification No.)

1155 Camino Del Mar, #172, Del Mar CA 92014

(Address of principal executive offices)

(949) 436-9382

(Registrant’s telephone number)

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[X]

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.

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ] (Do not check if a smaller reporting company)	Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

1

As of October 17, 2013, there were 196,033,497 shares of the registrant’s $0.00001 par value common stock issued and outstanding.

2

MICROELECTRONICS TECHNOLOGY COMPANY*

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24
ITEM 4.	CONTROLS AND PROCEDURES	24
PART II.OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	25
ITEM 1A.	RISK FACTORS	25
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	25
ITEM 4.	MINE SAFETY DISCLOSURES	25
ITEM 5.	OTHER INFORMATION	25
ITEM 6.	EXHIBITS	26

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Microelectronics Technology Company (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we,"”MELY,” "our," "us," the "Company," refers to Microelectronics Technology Company.

3

PART I - FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

MICROELECTRONICS TECHNOLOGY COMPANY

(A Development Stage Company)

Condensed Consolidated Financial Statements

(Expressed in US dollars)

September 30, 2013 (unaudited)

Financial Statement Index

Condensed Consolidated Balance Sheets (unaudited)

5

Condensed Consolidated Statements of Operations (unaudited)

6

Condensed Consolidated Statements of Cash Flows (unaudited)

7

Notes to the Condensed Consolidated Financial Statements (unaudited)

9

Microelectronics Technology Company
(A Development Stage Company)
Consolidated Statements of Operations
(Expressed in U.S. Dollars)
							Cumulative
							during the
							Development
							Stage
							from Inception
			For the three months ended				(April 11, 2011)
			September 30,				to September 30,
			2013		2012		2013
Revenue			$          3,846		$                  -		$               11,269
Management Fee Income -  Related Party			-		-		8,000
Expenses
	Advertising		18,000		18,452		182,328
	Amortization expense		-		-		51,724
	Impairment of mineral claims		-		-		124,911
	Consulting fees		14,442		12,546		95,365
	Management fees		15,000		15,000		145,000
	Professional fees		9,950		1,311		70,784
	Other General & Administrative		17,871		15,328		91,462
	Total Expenses		75,263		62,637		761,576
	Loss from Operations		(71,417)		(62,637)		(742,307)
Other Expenses
	Change in fair value of derivative		70,792		-		(22,295)
	Convertible debt discount		(50,616)		-		(115,997)
	Interest expense		(58,325)		(529)		(116,510)
	Total Other Expenses		(38,149)		(529)		(254,802)
	Loss before Income Taxes		(109,566)		(63,166)		(997,109)
	Income Taxes		-		-		-
	Net Loss		(109,566)		(63,166)		(997,109)
	Net Loss per share, basic and diluted		$               (0)		$               (0)
	Weighted average number of shares
	outstanding; basic and diluted		151,172,769		124,133,345

Microelectronics Technology Company
(A Development Stage Enterprise)
Consolidated Statement of Cash Flow
							Cumulative
							during the
							Development
							Stage
			For the three months				from Inception
			ended				(April 11, 2011)
			September 30				to
			2013		2012		September 30, 2013)
Operating Activities
	Net Loss		(109,566)		(214,689)		(997,109)
	Adjustments to reconcile net loss
	to net cash provided by (used in) operations:
	Convertible debt issued for services rendered		-		-		32,316
	Amortization expense		-		-		51,724
	Interest expense		58,325		-		116,561
	Change in derivative liabilities		(70,792)		-		22,295
	Amortization of debt discount		50,616		-		115,997
	Depreciation		1,099		509		6,818
	Impairment of mineral claims		-		-		124,911
	Adjustments in reorganization		-		61,475		61,475
	Change in operating assets and liabilities:
		Accounts receivable	179		386		(80)
		Prepaid expenses	-		668		668
		Accounts payable and accrued expenses	8,580		198,498		87,845
Net cash provided by (used in) Operating Activities			(61,559)		46,847		(376,579)
Investing Activities
	Acquisition of equipment		(6,237)		(10,949)		(22,349)
	Acquisition of mineral claims		-		(124,911)		(124,911)
	Acquisition of intangible assets		-		(140,000)		(140,000)
Net cash provided by (used in) Investing Activities			(6,237)		(275,860)		(287,260)
Financing Activities
	Proceeds of issuance of common stocks		-		700		1,584
	Proceeds of notes payable		104,215		-		274,215
	Payments to Shareholders' loans		-		4,540		4,540
	Proceeds of loan from Drake Group		-		4,975		4,975
	Proceeds of loan from related parties		(39,622)		48,421		228,321
	Former related party loan		-		177,585		190,084
	Stock subscriptions receivable		-		-		(38,400)
Net cash provided by (used in) Financing Activities			64,593		236,221		665,319
Net increase (decrease) in cash			(3,202)		7,208		1,481
Cash at beginning of period			4,683		534		-
Cash at end of period			$    1,481		$     7,742		$                        1,481
Supplemental cash flow information
	Interest paid		$            -		$             -		$                                -
	Income taxes paid		$            -		$             -		$                                -
Non-cash Investing and Financing Activities
	Acquisition of intangible asset		$            -		$ 140,000		$                    140,000
	Preferred stock issued for debt settlement		$            -		$             -		$                    165,000
	Net asset adjustment in reorganization		$            -		$ 177,858		$                    177,858

Microelectronics Technology Company

(A Development Stage Company)

Notes to Financial Statements as of September 30, 2013

(Expressed in US Dollars)

Note 1 –Basis of Presentation

These unaudited interim financial statements as of and for the three months ended September 30, 2013 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America and are expressed in US dollars. All adjustments are of a normal recurring nature. 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.

These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s fiscal year end June 30, 2013 Form 10-K report. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three-month period ended September 30, 2013 are not necessarily indicative of results for the entire year ending June 30, 2014.

Note 2 – 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 have consisted of online marketing and advertising services since August 26, 2011, to the present.

On November 2, 2011 the President, Edward Manetta, resigned. He was replaced by Brett Everett as President, Secretary, Treasurer and a director.

Note 3 - Summary of Significant Accounting Policies

a) Use of Estimates

The preparation of these financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to stock-based compensation and deferred income tax valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

b) Basic and Diluted Loss Per Share

The Company computes (loss) per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted per share (EPS) on the face of the income statement. Basic loss per share is computed by dividing net 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.

c) 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. The Company has no cash equivalents as of September 30, 2013 and June 30, 2013.

d) Financial Instruments

The Company’s financial instruments consist principally of cash, amounts receivable, and 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.

e) Mineral Property Costs

Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. 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.

f) 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.

g) Foreign Currency Translation

The functional and reporting currency of the Company is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with ASC 740 Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

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.

h) Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.

ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

i) Recently Issued Accounting Pronouncements

Recent Developed Accounting Pronouncements

Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210):  Disclosures about Offsetting Assets and Liabilities (ASU 2011-11).  The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position.  Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013.  The adoption of this update did not have a material impact on the consolidated financial statements.

Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02).  This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI).  The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income.  However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto.  Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail.  This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012.  The adoption of this update did not have a material impact on the consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our consolidated financial statements.

In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. The amendments in ASU No. 2013-05 resolve the diversity in practice about whether Subtopic 810-10, Consolidation—Overall, or Subtopic 830-30, Foreign Currency Matters—Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment ina foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) withina foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. The amendments in this standard is effective prospectively for fiscal years, and interim reporting periods within those years, beginning December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-05 will have on our consolidated financial statements.

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our consolidated financial statements.  

j)  Development Stage Company

The Company is considered a development stage company, with no operating revenues during the periods presented, as defined by FASB Accounting Standards Codification ASC 915. ACS 915 requires companies to report their operations, shareholders’ deficit and cash flows since inception through the date that revenues are generated from management’s intended operations, among other things. Management has defined inception as April 11, 2011. Since inception, the Company has incurred an operating loss of $997,109. The Company’s working capital has been generated through advances from the principal of the Company and solicitation of subscriptions. Management has provided financial data since April 11, 2011 in the financial statements, as a means to provide readers of the Company’s financial information to be able to make informed investment decisions.

k)  Going Concern

The Company is in the development stage and has generated $11,269 in revenues and has incurred a net loss of $997,109 since inception April 11, 2011. At September 30, 2013, the Company had $1,947 in current assets and $610,269 in current liabilities. Further, the Company incurred a loss of $109,566 for the three months ended September 30, 2013. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. To meet these objectives, the Company continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms, if at all. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern.

Note 4 – 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	)

Note 5 – Intangible Asset

On August 25, 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 of domains per server and propagate them with unique content.  The Company expects the initial software to bring value to the Company for the first five years of its service and as such the software is classified as a definitive asset and is amortized over a 5-year period. As of September 30, 2013, the accumulated amortization is $51,724 and the carrying value is $88,276.   

Note 6 – Mineral Claims

On April 1, 2009, the Company acquired certain assets of First Light Resources, Inc. (“First Light”), namely three mineral claims located near Wawa in northern Ontario, Canada. The purchase price for the assets was $114,000, payable in cash and/or Company common stock. No cash was paid to First Light and a total of 55,000 shares of Company common stock were issued to three designated parties of First Light, increasing the issued and outstanding shares of Company’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 three 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 three mineral claims were allowed to lapse in fiscal 2009 and four claims remain in good standing as of September 30, 2013. After completion of the First Light transaction both Dog Lake and First Light are considered related parties with the Company due to significant stockholdings in the Company by a director in common between Dog Lake and First Light.

On April 1, 2010, Auric Mining Company (“Auric”) entered into an option agreement with the Company to acquire from the Company a fifty-two percent working interest in the mining claims held in trust, on behalf of the Company by Dog Lake Exploration Inc. Auric was to have completed its due diligence prior to the option expiring on September 15, 2011. An extension of the expiration date was granted by the Company pending further negotiations on timing, payment amounts and terms. 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.

On March 22, 2013 the Company decided to no longer support mineral claims and therefore took an asset impairment charge equal to the amount of the mineral claims of $124,911.

Note 7 – Related Party Transactions

On August 25, 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 4). The acquisition was considered a related party transaction as the Company’s President and Director was also the President and Director of Cloud Data.

As of September 30, 2013, $63,369is due to related parties.  Included in amounts due to related parties is $10,911 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 $4,540 as of September 30, 2013, which is unsecured, non-interest bearing and is due on demand.

Note 8 – Due to Former Related Party

As of September 30, 2013, $190,084 was due to former related party who is the Company’s former President and Director who resigned in June 2007. This amount is on-interest bearing, unsecured and has no specific terms of repayment.

Note 9 – Convertible Notes Payable

				September 30,		June 30,
				2013		2013
	Note #2			8,500		20,500
	Note #3			32,500		32,500
	Note #4			37,500		37,500
	Note #5			16,400		30,000
	Note #6			25,000		-
	Note #7			11,000		-
	Note #8			11,000		-
	Note #9			11,000		-
	Note #10			46,215		-
				$           199,115		$    120,500
		Debt discount		(127,045)		(16,400)
		Accrued interest		5,340		3,085
				$             77,410		$    107,185

Asher Note #2  

On December 12, 2012, the Company executed an Unsecured Promissory Note (the “Asher Note”) to Asher Enterprises, Inc. (“Asher”).  Under the terms of the Asher Note, the Company has borrowed a total of $32,500 from Asher, which accrues interest at an annual rate of 8% and has a maturity date of September 14, 2013.  The Asher Note also contains customary events of default.   During the three month period ended September 30, 2013, the Company accrued $171 (three month period ended September 30, 2012 - $nil) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $66,237 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model.  The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value.  Any change in fair value is credited or charged to the statement of operations in the period.

During the three month period ended September 30, 2013, the Company recorded a gain of $67,423 (three month period ended September 30, 2012 - $nil) due to the change in value of the derivative liability during the period, and debt discount of $16,400 (three month period ended September 30, 2012 - $nil) was accreted to the statement of operations.

During the three month period ended September 30, 2013, the Company issued 5,217,391 common shares upon the conversion of $12,000 of the principal balance and $20,267 of the derivative liability was re-classified as additional paid in capital upon conversion.

As at September 30, 2013, accrued interest of $1,512 (September 30, 2012 - $nil), debt discount of $nil (September 30, 2012 - $nil) and a derivative liability of $11,658 (September 30, 2012 - $nil) was recorded.

Asher Note #3

On January 30, 2013, the Company executed an Unsecured Promissory Note (the “Asher Note”) to Asher Enterprises, Inc. (“Asher”).  Under the terms of the Asher Note, the Company has borrowed a total of $32,500 from Asher, which accrues interest at an annual rate of 8% and has a maturity date of November 1, 2013.  The Asher Note also contains customary events of default.   During the three month period ended September 30, 2013, the Company accrued $655 (three month period ended September 30, 2012 - $nil) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $48,237  being the fair value of the conversion feature which was determined using the Black-Scholes valuation model.  The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value.  Any change in fair value is credited or charged to the statement of operations in the period.

During the three month period ended September 30, 2013, the Company recorded a gain of $3,663 (three month period ended September 30, 2012 - $nil) due to the change in value of the derivative liability during the period, and debt discount of $21,436 (three month period ended September 30, 2012 - $nil) was accreted to the statement of operations.

As at September 30, 2013, accrued interest of $1,731 (September 30, 2012 - $nil), debt discount of $11,064 (September 30, 2012 - $nil) and a derivative liability of $44,574 (September 30, 2012 - $nil) was recorded.

4

Asher Note #4

On April 12, 2013, the Company executed an Unsecured Promissory Note (the “Asher Note”) to Asher Enterprises, Inc. (“Asher”).  Under the terms of the Asher Note, the Company has borrowed a total of $37,500 from Asher, which accrues interest at an annual rate of 8% and has a maturity date of January 16, 2014.  The Asher Note also contains customary events of default.  During the three month period ended September 30, 2013, the Company accrued $756 (three month period ended September 30, 2012 - $nil) in interest expense.

Gel Properties, LLC Note #5

On June 28, 2013, the Company issued a convertible promissory note to Gel Properties, LLC.  Under the terms of the note, the Company has borrowed a total of $30,000 from Gel Properties, LLC, which accrues interest at an annual rate of 6% and has a maturity date of June 28, 2014.  The note also contains customary events of default.  During the three month period ended September 30, 2013, the Company accrued $454 (three month period ended September 30, 2012 - $nil) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $45,055  being the fair value of the conversion feature which was determined using the Black-Scholes valuation model.  The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value.  Any change in fair value is credited or charged to the statement of operations in the period.

During the three month period ended September 30, 2013, the Company recorded a loss of $5,778 (three month period ended September 30, 2012 - $nil) due to the change in value of the derivative liability during the period, and debt discount of $7,726 (three month period ended September 30, 2012 - $nil) was accreted to the statement of operations.

During the three month period ended September 30, 2013, the Company issued 6,800,000 common shares upon the conversion of $13,600 of the principal balance and $27,072 of the derivative liability was re-classified as additional paid in capital upon conversion.

As at September 30, 2013, accrued interest of $464 (September 30, 2012 - $nil), debt discount of $22,274 (September 30, 2012 - $nil) and a derivative liability of $23,761 (September 30, 2012 - $nil) was recorded.

JMJ Financial Note #6

On July 18, 2013, the Company issued a convertible promissory note to JMJ Financial, LLC.  Under the terms of the note, the Company has borrowed a total of $25,000 from JMJ Financial.  In the event the Company does not repay note on or within 90 days of the issue date, a one-time interest charge of 12% will be applied to the principal balance.  The note has a maturity date of July 18, 2014.  The note also contains customary events of default.  During the three month period ended September 30, 2013, the Company accrued $nil (three month period ended September 30, 2012 - $nil) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $44,824  being the fair value of the conversion feature which was determined using the Black-Scholes valuation model.  The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value.  Any change in fair value is credited or charged to the statement of operations in the period.

During the three month period ended September 30, 2013, the Company recorded a gain of $5,484 (three month period ended September 30, 2012 - $nil) due to the change in value of the derivative liability during the period, and debt discount of $5,068 (three month period ended September 30, 2012 - $nil) was accreted to the statement of operations.

As at September 30, 2013, accrued interest of $nil (September 30, 2012 - $nil), debt discount of $19,932 (September 30, 2012 - $nil) and a derivative liability of $39,340 (September 30, 2012 - $nil) was recorded.

Direct Capital Group Note #7

On July 31, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $11,000.  The promissory note is unsecured, bears interest at 8% per annum, and matures on February 1, 2014.  The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time.  The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933.  During the three month period ended September 30, 2013, the Company accrued $147 (September 30, 2012 - $nil) in interest expense.

A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital.  Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.

During the three month period ended September 30, 2013 interest expense relating to the beneficial conversion feature of this convertible note of $11,000 (September 30, 2012 - $nil) was recorded in the financial statements, with a corresponding increase to additional paid in capital.

Direct Capital Group Note #8

On August 31, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $11,000.  The promissory note is unsecured, bears interest at 8% per annum, and matures on March 1, 2014.  The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time.  The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933.  During the three month period ended September 30, 2013, the Company accrued $72 (September 30, 2012 - $nil) in interest expense.

A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital.  Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.

During the three month period ended September 30, 2013 interest expense relating to the beneficial conversion feature of this convertible note of $11,000 (September 30, 2012 - $nil) was recorded in the financial statements, with a corresponding increase to additional paid in capital.

Direct Capital Group Note #9

On September 30, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $11,000.  The promissory note is unsecured, bears interest at 8% per annum, and matures on April 1, 2014.  The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time.  The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933.  During the three month period ended September 30, 2013, the Company accrued $nil (September 30, 2012 - $nil) in interest expense.

A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital.  Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.

During the three month period ended September 30, 2013 interest expense relating to the beneficial conversion feature of this convertible note of $11,000 (September 30, 2012 - $nil) was recorded in the financial statements, with a corresponding increase to additional paid in capital.

Direct Capital Group Note #10

On September 30, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $46,215.  The promissory note is unsecured, bears interest at 8% per annum, and matures on February 1, 2014.  The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time.  The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933.  During the three month period ended September 30, 2013, the Company accrued $nil (September 30, 2012 - $nil) in interest expense.

A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital.  Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.

During the three month period ended September 30, 2013 interest expense relating to the beneficial conversion feature of this convertible note of $46,215 (September 30, 2012 - $nil) was recorded in the financial statements, with a corresponding increase to additional paid in capital.

Note 10 – Derivative Liabilities

The Company issued financial instruments in the form of convertible notes with embedded conversion features.  The convertible notes payable have conversion rates which are indexed to the market value of the Company’s commonstock price.

During the three month period ending September 30, 2013, $25,600 of convertible notes payable were converted into common stock of the Company.

These derivative liabilities have been measured in accordance with fair value measurements, as defined by GAAP. The valuation assumptions are classified within Level 3 inputs.

The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above:

		September 30,
		2013
Balance, beginning of year		$                 99,348
Initial recognition of derivative liability		138,116
Fair value change in derivative liability		(70,992)
Conversion of derivative liability to APIC
Note #2		(20,267)
Note #5		(27,072)
Balance as of September 30, 2013		$               119,133

Note 11 – Common Stock

On August 26, 2011, the Company issued 70,000,000 shares at $0.002 per share pursuant to a Share Exchange Agreement with Cloud Date Corporation. An intangible asset of $140,000 was recorded.

From January 1, 2013 to March 31, 2013, the holders of a convertible notes converted a total of $39,000 of principal and interest into 6,246,397 shares of common stock.

On March 13, 2013, the Company issued 6,000,000 shares of common stock to settle debt of $60.  These shares were then retired on April 23, 2013

On May 22, 2013, the Company issued 10,000,000 shares of common stock to settle debt of $100.  Of the shares issued, 5,000,000 were retired on June 27, 2013.

From April 1, 2013 to June 30, 2013, the holders of convertible notes converted a total of $12,000 of principal into 3,636,364 shares of common stock.

From July 1, 2013 to September 30, 2013, the holders of convertible notes converted a total of $25,600 of principal into 12,017,391 shares of common stock.

From September 19, 2013 to September 26, 2013, 1 Convertible Preferred share was converted to 45,000,000 shares of common stock.

As of September 30, 2013 the Company has authorized 950,000,000 shares of common stock, of which 196,033,497 shares are issued and outstanding.

Note 12 –Preferred Stock

From September 19, 2013 to September 26, 2013, 1 Convertible Preferred share was converted to 45,000,000 shares of common stock.

As at September 30, 2013, the Company has authorized 200,000,000 shares of preferred stock, of which 110,001 shares are issued and outstanding.

Note 12 – Income Taxes

The Company had no income tax expense during the reported period due to net operating losses.

A reconciliation of income tax expense to the amount computed at the statutory rates is as follows:

	September 30,
	2013		2012
Operating loss for the three months ended September 30	$         (109,566)		$             (63,166)
Average statutory tax rate	34%		34%
Expected income tax provisions	$           (37,252)		$             (21,476)
Unrecognized tax loses	(37,252)		(21,476)
Income tax expense	$                      -		$                        -

The Company has net operating losses carried forward of approximately $997,109 for tax purposes which will expire in 2025 if not utilized beforehand.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors, which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

	September 30, 2013 $	June 30, 2013 $
Current Assets	1,947	5,328
Current Liabilities	610,269	651,100
Working Capital (Deficit)	(608,322)	(645,772)

Cash Flows

	September 30, 2013 $	September 30, 2012 $
Cash Flows from (used in) Operating Activities	(61,559)	46,847
Cash Flows from (used in) Financing Activities	64,593	236,221
Cash Flows from (used in) Investing Activities	(6,237)	(275,860)
Net Increase (decrease) in Cash During Period	(3,202)	7,208

Results for the Three Months Ended September 30, 2013 Compared to the Three Months Ended September 30, 2012

Operating Revenues

The Company’s revenues for the three months ended September 30, 2013, and September 30, 2012, were $3,846and $nil, respectively.

Expenses

The Company’s operating expenses for the three months ended September 30, 2013, and September 30, 2012, were $75,263and $62,637, respectively.

Net Loss from Operations

The Company’s net loss from operations for the three months ended September 30, 2013, and September 30, 2012, was $71,417and $62,637, respectively.

General and Administrative Expenses

General and administrative expenses for the three months ended September 30, 2013, and September 30, 2012, were $75,263and $62,637, respectively.  General and administrative expenses consisted primarily of consulting fees, officer compensation, interest expense and professional fees.  The increase was primarily attributable to an increase in consulting fees appropriate for normal operations.

Other Income (Expense):

Other income (expense) for the three months ended September 30, 2013, and September 30, 2012, were $(38,149) and $(529).  Other income (expense) consisted of gain on derivative valuation and interest expense.  The gain on derivative valuation is directly attributable to the change in fair value of the derivative liability.  Interest expense is primarily attributable the initial interest expense associated with the valuation of derivative instruments at issuance and the accretion of the convertible debentures over their respective terms.  

Net Loss

Net loss for the three months ended September 30, 2013, was $109,566 compared with a net loss of $63,166 for the three months ended September 30, 2012.  The increased loss is due to normal operating expenses but with minimal sales.

Results for the Period from April 11, 2011(inception of development stage) Through September 30, 2013.

Operating Revenues

The Company’s revenues for the period from April 11, 2011(inception of development stage) throughSeptember 30, 2013 were $19,269

 

Expenses

The Company’s operating expensesfor the period from April 11, 2011, (inception of development stage) through September 30, 2013, were $761,576.

Net Loss from Operations

The Company’s net loss from operationsfor the period from April 11, 2011, (inception of development stage) through September 30, 2013, was $742,307.

General and Administrative Expenses

General and administrative expenses for the period from April 11, 2011, (inception of development stage) through September 30, 2013, were $761,576.  General and administrative expenses consist primarily of consulting fees, officer compensation, management fees, and professional fees appropriate for being a public company.

Other Income (Expense):

Other income (expenses) for the period from April 11, 2011 (inception of development stage) through September 30, 2013, were $(254,802).

Net Loss

Net loss for the period from April 11, 2011, (inception of development stage) through September 30, 2013, was $997,109.

Liquidity and Capital Resources

As of September 30, 2013, the Company had a cash balance and asset total of $1,481 and $105,753 respectively, compared with $4,683 and $103,996 of cash and total assets, respectively, as at June 30, 2013. The decrease in cash was due to normal operating activities whereas the increase in total assets was due to the purchase of inventory for operations.

As of September 30, 2013, the Company had total liabilities of $610,269 compared with $651,100 as at June 30, 2013. The decreasein total liabilities was attributed to the decrease in accounts payable and accrued liabilities.

The overall working capital increasedfrom $645,772deficit at June 30, 2013, to $608,322 deficit at September 30, 2013.

Cashflow from Operating Activities

During the three monthsended September 30, 2013, cash used in operating activities was $(61,559) compared to $46,847for the three monthsended September 30, 2012. The increase in the amounts of cash used for operating activities was primarily due to interest expense, an increase in accounts payable and the net loss.

Cashflow from Investing Activities

During the three monthsended September 30, 2013, cash used in investing activities was $(6,237) compared to $(275,860)for the three months ended September 30, 2012. This change is due to the Company deciding to no longer support mineral claims and therefore took an asset impairment charge equal to the amount of the mineral claims of $124,911.

Cashflow from Financing Activities

During the three months ended September 30, 2013, cash provided by financing activity was $64,593 compared to $236,221 for the three months ended September 30, 2012.The decrease in cash provided by financing activities is due to decrease in Related Partyloans.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures(G&A)

An evaluation was performed under the supervision and with the participation of our management who also serves as the Chief Executive Officer/Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report.  Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective at the end of this period covered by this report to ensure that the information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms relating to us, and was accumulated and communicated to our management, including our CEO/CFO, as appropriate, to allow timely decisions regarding required disclosure.

As discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013, the Company’s management identified certain material weaknesses and other deficiencies in the Company’s disclosure controls and procedures and the Company has initiated, or plans to initiate, a series of certain measures to address these material weaknesses.  The Company is working as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.

 

Changes in Internal Control over Financial Reporting

 

There has been no change to our internal control over financial reporting during the three months ended September 30, 2013, that has materially affected, or is likely to materially affect, our internal control over financial reporting.  

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1. Quarterly Issuances:

From July 1, 2013 to September 30, 2013, the holder of  convertible notes converted a total of $25,600 of principal and interest into 12,017,391 shares of our common stock.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

2. Subsequent Issuances:

Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Previous Independent Registered Public Accounting Firm

	1.	On October 21, 2013, Anton & Chia LLP (“Anton & Chia”) resigned as independent auditor of the Company.

 

	2.	The reports of Anton & Chia on the Company’s consolidated unaudited financial statements for the audit as of June 30, 2013, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.

 

	3.	The board of directors of the Company represented by the board of directors discussed the resignation with Anton & Chia and reluctantly accepted such resignation.

 

	4.	During the Company's most recent interim periods, and any subsequent interim period preceding the resignation on October 21, 2013, there were no disagreements between the Company and Anton & Chia on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Anton & Chia, would have caused Anton & Chia to make reference to the subject matter of the disagreement(s) in connection with his reports.
	5.	The Company has provided Anton & Chia with a copy of the disclosures it is making in response to this Item.  The Company has requested Anton & Chia to furnish a letter addressed to the Commission stating whether it agrees with the statements made by the Company and, if not, stating the respects in which it does not agree.  The Company has filed the letter furnished by Anton & Chia as an exhibit to our Current Report on Form 8-K filed on October 25, 2013.

New Independent Registered Public Accounting Firm

As of the date this report, the registrant has engaged a new independent accountant, W. T. Uniack & Co., CPA’s, P.C.

 

ITEM 6. EXHIBITS

Exhibit Number	Description of Exhibit		Filing
3.1	Articles of Incorporation		Filed with the SEC on December 12, 2005 as part of our Registration of Securities on Form SB-2.
3.2	Bylaws		Filed with the SEC on December 12, 2005 as part of our Registration of Securities on Form SB-2.
10.1	Joint Venture Agreement by and between the Company and Beijing HuaJu Net Media Technology Co., Ltd., dated March 16, 2007		Filed with the SEC on March 19, 2007 as part of our Current Report on Form 8-K.
10.2	Share Purchase Agreement, by and between the Company and 722868 Ontario Ltd., dated October 5, 2009.		Filed with the SEC on October 9, 2009 as part of our Current Report on Form 8-K.
10.3	Share Exchange Agreement, by and among the Company and Cloud Data Corporation and its shareholders,, dated August 25, 2011		Filed with the SEC on August 30, 2011 as part of our Current Report on Form 8-K.
10.4	Debt Settlement Agreement, by and between the Company and Direct Capital Group, Inc., dated September 30, 2013		Filed with the SEC on February 14, 2013 as part of our Quarterly Report on Form 10-Q.
10.5	Unsecured Promissory note entered into between the Company and Asher Enterprises, dated July 17, 2012		Filed herewith.
10.6	Unsecured Promissory note entered into between the Company and Asher Enterprises, dated Dec 12, 2012		Filed herewith.
10.7	Unsecured Promissory note entered into between the Company and Asher Enterprises, dated Jan 30, 2013		Filed herewith.
10.8	Unsecured Promissory note entered into between the Company and Asher Enterprises, dated April 12, 2013		Filed herewith.
14.1	Code of Ethics		Filed with the SEC on August 11, 2006 as part of our Annual Report on Form 10-KSB.
16.1	Representative Letter from Manning Elliott LLP		Filed with the SEC on February 7, 2012 as part of our Current Report on Form 8-K.
16.2	Representative Letter from John Kinross-Kennedy		Filed with the SEC on February 14, 2013 as part of our Quarterly Report on Form 10-Q.
16.3	Representative Letter from Anton & Chia, LLP		Filed with the SEC on October 23, 2013 as part of our Current Report on Form 8-K.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14		Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14		Filed herewith.
32.01	Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act		Filed herewith.
101.INS*	XBRL Instance Document		Furnished herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document		Furnished herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document		Furnished herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document		Furnished herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document		Furnished herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document		Furnished herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MICROELECTRONICS TECHNOLOGY COMPANY

Dated: November 19, 2013

/s/ Brett Everett

BRETT EVERETT

Its: President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Dated: November 19, 2013

/s/ Brett Everett

By: BRETT EVERETT

Its: Director

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