8-K/A 1 mely-8ka402mar2010a.txt MICROELECTRONICS TECHNOLOGY COMPANY FORM 8-K/A (Current report filing) Filed 03/19/10 for the Period Ending 03/12/10 Address 1702 ChinaChem Tower, 34 - 37 Connaught Road, Central, Hong Kong, China Telephone (888) 777-8777 CIK 0001329136 Symbol MELY SIC Code 1000 - Metal Mining Industry Gold & Silver Sector Basic Materials Fiscal Year 06/30 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report ( Date of Earliest Event Reported ) : March 12, 2010 MICROELECTRONICS TECHNOLOGY COMPANY ( Exact name of registrant as specified in its charter ) Nevada ( State or Other Jurisdiction of Incorporation ) 333-130767 ( Commission File Number ) N/A ( I. R. S. Employer Identification No. ) 1702 ChinaChem Tower, 34-37 Connaught Road, Central, Hong Kong, China ( Address of principal executive offices, including zip code. ) 888-777-8777 ( Registrant's Telephone Number, Including Area Code ) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CRF 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CRF 240.14d-2(b) ) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CRF 240.13e-4(c) ) Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On or about February 5, 2010, a telephone discussion between the Registrant's Chief Financial Officer and our independent registered public accounting firm related to the non-reliance on the previously issued financial statements. The Registrant's board of directors concludes on February 9, 2010 upon discussions with our new independent registered public accounting firm, that the previously issued financial statements, for Form 10-K for the year ending June 30, 2009 and the related statements of operations, stockholders' equity (deficiency), and cash flows for the years ended June 30, 2009, and for the period May 18, 2005 (inception) to June 30, 2009 for which the registrant is required to provide financial statements under Regulation S-X should no longer be relied upon due to material errors involving unrecorded liabilities and stock based compensation. The nature of the restatement as enclosed below. The Company has restated its financial statements as at June 30, 2009 and for the year then ended to adjust for errors (items (a), (b) and (d)) and reclassification of amounts (item (c)). The effect of the restatement is to increase net loss by $138,470. As at June 30, 2009 _______________________________________ As Previously a) Balance Sheet Reported Adjustment As Restated $ $ $ Current liabilities Accounts payable and accrued liabilities (62,944) a) 1,530 (66,414) b) (5,000) Due to related party 190,084 c) (190,084) - Due to former related party - c) 190,084 190,084 Stockholder's Deficit Deferred stock-based compensation (135,000) d) 135,000 - Accumulated deficit (938,207) (138,470) (1,076,677) As at June 30, 2009 _______________________________________ b) Statement of Operations As Reported Adjustment As Restated $ $ $ Operating Expenses General and administrative 241,135 138,470 379,605 _____________________________________________________________________ Net Loss for the Year (241,135) (138,470) (379,605) Net loss per common share - basic and diluted (5.43) (3.12) (8.55) a) To reduce amounts owing as accounts payable at June 30, 2009. b) To record unbilled legal fees owing at June 30, 2009. c) To reclassify amounts owing to a former related party. d) To expense deferred compensation for fully vested shares issued. The board of directors have discussed with the new independent accountant the matters disclosed in the filing pursuant to this item 4.02(b). The Company has also requested that Manning Elliott furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements made by the Company in response to this Item 4.02. Exhibit 16.1: Letter from Manning Elliott as per attach. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MICROELECTRONICES TECHNOLOGY COMPANY /s/ Brian Stewart --------------------- Brian Stewart Director & Chief Executive Officer March 17, 2010 Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, DC USA 20549 Re: Microelectronics Technology Company This letter will confirm that we reviewed Item 4.02 of the Company's Form 8-K/A dated March 12, 2010, captioned "Non- Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review" and that we agree with the all the statements made therein. We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K/A. /s/ MANNING ELLIOTT LLP CHARTERED ACCOUNTANTS Vancouver, Canada March 17, 2010