MICROELECTRONICS TECHNOLOGY Co - FORM 10-K

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EXCEL - IDEA: XBRL DOCUMENT - MICROELECTRONICS TECHNOLOGY Co	Financial_Report.xls
EX-31.2 - EXHIBIT 31.2 - MICROELECTRONICS TECHNOLOGY Co	mely10kcert312_ex31z2.htm
EX-32 - EXHIBIT 32 - MICROELECTRONICS TECHNOLOGY Co	mely10kcert32_ex32.htm
EX-31.1 - EXHIBIT 31.1 - MICROELECTRONICS TECHNOLOGY Co	mely10kcert311_ex31z1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Fiscal Year Ended June 30, 2014

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________ to ________

[mely10k2014_10k002.gif]

MICROELECTRONICS TECHNOLOGY COMPANY

(Exact name of registrant as specified in its charter)



Nevada	001-32984	20-2675800
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
	500 N. Rainbow Blvd, Suite 300 Las Vegas, NV 89107 (Address of principal executive offices)

	702-221-1938 (Registrant’s Telephone Number) 1155 Camino Del Mar, #172 Del Mar, CA 92014 (Former Address of Principal Executive Offices) Securities Registered Pursuant to Section 12(b) of the Act: Securities Registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $0.00001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ]No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [ ] No[X]

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 [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. .[ ]

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 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 reportingcompany	[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]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of December 31, 2013was $118,795 based upon the price ($0.0009) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws. Our common stock is not traded in the over-the-counter market and quoted on the Over-The-Counter Bulletin Board.

As of September 29, 2014, there were1,627,898,324shares of the registrant’s $0.00001 par value Common Stock issued and outstanding.

Documents incorporated by reference: None

Table of Contents



		Page
	PART I

Item 1	Business	5
Item 1A	Risk Factors	12
Item 1B	Unresolved Staff Comments	17
Item 2	Properties	17
Item 3	Legal Proceedings	17
Item 4	Mine Safety Disclosures	17

	PART II

Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6	Selected Financial Data	22
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	25
Item 8	Financial Statements and Supplementary Data	F-1-F-33
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
Item 9A	Controls and Procedures	27
Item 9B	Other Information	28

	PART III

Item 10	Directors and Executive Officers and Corporate Governance	29
Item 11	Executive Compensation	32
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
Item 13	Certain Relationships and Related Transactions	34
Item 14	Principal Accountant Fees and Services	34

	PART IV

Item 15	Exhibits	35

FORWARD-LOOKING STATEMENTS

The availability and adequacy of our cash flow to meet our requirements;

Economic, competitive, demographic, business and other conditions in our local and regional markets;

Changes or developments in laws, regulations or taxes in our industry;

Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

Competition in our industry;

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

Changes in our business strategy, capital improvements or development plans;

The availability of additional capital to support capital improvements and development; and

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Term

Except as otherwise indicated by the context, references in this report to “Company”, “MELY”, “Technology”, “we”, “us” and “our” are references to Microelectronics Technology Company.All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

PART I

ITEM 1. BUSINESS

Our Corporate History

We are a start-up, development 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. Initially, we sought to conduct exploration activities on a mineral claim of 622 acres located in the Similkameen region of British Columbia, Canada. We had intended to explore for gold on the property, but since decided to abandon exploration on this property.

On March 16, 2007, we entered into a Joint Venture Agreement with Beijing Hua Ju Net Media Technology Co. Ltd. (“Hua Ju”) for a term of 20 years to be organized in Beijing, People’s Republic of China (“China”). The purpose of the Joint Venture was to conduct a video sharing website and other related internet interactive media businesses in China. On May 1, 2009, however, the Joint Venture Agreement was terminated.

On April 1, 2009, we acquired certain assets of First Light Resources, Inc. (“First Light”), relating to the mineral exploration of six mineral claims located near Wawa in northern Ontario, Canada. The purchase price for the assets was $114,000, payable in cash and/or our common stock. No cash was paid to First Light and a total 55,000 (post-stock split) shares of our common stock were issued to three designated parties of First Light. We also assumed a $10,912 account payable of First Light in connection with the transaction. Two of the six mineral claims have lapsed, but four claims remain in good standing as of March 31, 2014. Title to the mineral claims is being held in trust, on our behalf, by Dog Lake Exploration Inc. (“Dog Lake”). We may someday explore for precious metals on these claims, but those plans are on hold as result of our recent acquisition of Cloud Data on August 26, 2011 and our pursuit of that line of business. .

On October 5, 2009, we executed a Shares Purchase Agreement with 722868 Ontario Ltd. (“Seller”), an Ontario corporation. The agreement provides for the acquisition from Seller of 51% of the capital stock of Microart Services Inc. (“Microart”), an Ontario corporation engaged in the electronic manufacturing and design services business, in exchange for $500,000 cash and 1,250,000 shares of our common stock. The closing, subject to the satisfaction of certain conditions, was to take place on October 15, 2009, or at such other time as the parties may mutually agree. On January 4, 2011, both parties agreed to allow the Agreement to lapse, without further recourse to each other.

Effective October 6, 2009, the Company effectuated a 1 for 1,000 reverse stock split, thereby reducing the issued and outstanding shares of Common Stock from 100,060,000 prior to the reverse split to 100,060 following the reverse split. This Form 10-K has been retroactively adjusted to reflect this reverse stock split.

On April 1, 2010, Auric Mining Company signed an option with us to acquire a fifty-two percent working interest in the mining claims held in trust by Dog Lake. The option has not been exercised and expired on September 15, 2011.

Effective August 25, 2011 we entered into a Share Exchange Agreement with Cloud Data Corporation, a Nevada corporation (“Cloud Data”) and designated therein as the “Seller”, and its stockholders designated therein as the “Selling Shareholders” (the Agreement). Pursuant to the provision of the Agreement, we agreed to issue to the Selling Shareholders (i) 70,000,000 shares of our common stock, in exchange for the transfer and delivery to us by the Selling Shareholders of the 70,000,000 shares of common issued by the Seller, which are all of the issued and

outstanding securities of the Seller. As result of the transaction contemplated by the Agreement, the Seller became our wholly owned subsidiary.

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

On April 12, 2013, our Company filed a certificate of amendment with the Nevada Secretary of State to give effect to an increase in the Company’s authorized capital from 200,000,000 to 950,000,000 shares of common stock with a par value of $0.00001 and decrease in authorized shares of preferred stock from 200,000,000 to 50,000,000 shares, par value $0.00001.

On March 12, 2014, our Company filed a certificate of amendment with the Nevada Secretary of State to give effect to an increase in the Company’s authorized capital from 950,000,000 to 2,500,000,000 shares of common stock with a par value of $0.00001 and left the amount of preferred stock authorized, unchanged at 50,000,000 shares, par value $0.00001.

On May 5, 2014, Microelectronics Technology Company, a Nevada corporation (the “Company”) entered into an Asset/Intellectual Property Purchase Agreement with Classic Capital Inc., a Belize corporation (“Classic Capital”), pursuant to which the Company acquired certain intellectual property assets related to Classic Capital’s Bitcoin mining Bitcoin pool development and operation, Bitcoin server development, administration business, and the perpetual and exclusive commercial license to Classic Capital’s mining pool software source code; in exchange for aggregate cash payments of $100,000 and a convertible note for $150,000 totaling $250,000, to be paid by the Company as follows:

Convertible Note:

(i)

a convertible promissory note in the amount of $150,000 that has a 12 month term, 8% interest rate, and is convertible into the Company’s common stock at 70% of the fifteen day average price prior to conversion,

Cash Payment:

(ii)

$100,000 in cash payments that are payable in two installments, the first installment is for $50,000 and is due on May 31, 2014, and the second installment is for $50,000 and due on June 30, 2014.

The assets acquired by the Company include Classic Capital’s intellectual property related to its Bitcoin mining Bitcoin pool development and operation and Bitcoin server development and administration as well as, but not limited to (i) patents (ii) trademarks, (iii) copyrights, (iv) registrations; (v) proprietary computer software, and (vi) trade secrets, and the perpetual and exclusive commercial license to Classic Capital’s mining pool software source code.

On May 15, 2014, the Company entered into an Employment Agreement (the “Agreement”) with Brett Everett (“Mr. Everett”) an individual. Pursuant to the terms and conditions of the Agreement, Mr. Everett shall serve as the Corporation’s President and Chief Executive Officer and shall assume such other positions as reasonable requested by the Board of Directors, commencing on May 15, 2014 for a term of one (1) year, During the term of this agreement termination can be done by giving one month’s written notice of termination or at the discretion of the Company, payment in lieu of notice (based on the Contract Rate, as defined below, for one month), or some combination thereof.. In exchange for his services, Mr. Everett shall receive a monthly salary of Three Thousand Dollars ($3,000) which may be converted into shares of the Company’s common stock, at the sole discretion of the Company, per the terms and conditions of the Agreement. Mr. Everett will also receive a Five Thousand Five Hundred Dollar ($5,500) signing bonus for agreeing to the contract with the Company.

On May 27, 2014, our Company filed a certificate of amendment with the Nevada Secretary of State to give effect to an increase in the Company’s authorized capital from 2,500,000,000 to 7,500,000,000 shares of common stock with

a par value of $0.00001 and left the amount of preferred stock authorized, unchanged at 50,000,000 shares, par value $0.00001.

Cloud Data

Overview

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.

Cloud Data was formed for the purpose of becoming an incubator for on-line advertising, marketing and web application firms. Cloud Data Corp has developed proprietary technologies that will enable the company to capitalize on the third party data management and utilization space through the implementation of a cost effective development and delivery system allowing for economies of scale to be applied to custom applications.

Industry Background

With technological advancements in the telecommunications industry, Internet marketing techniques have grown significantly. Internet marketing is also referred to as i-marketing, web-marketing, online marketing or e-marketing where companies market their products or services over the Internet. The Internet has brought media to a global audience. The interactive nature of Internet marketing in terms of providing instant responses and eliciting responses are unique qualities of the medium. Internet marketing is broad in scope because it also includes e-mail, mobile media, and management of digital customer data and electronic customer relationship management. Internet marketing ties together creative and technical aspects of the Internet including design, development, advertising and sales.

According to the Internet World Stats the worldwide Internet user population is estimated at 2.4 billion as of June 30, 2012. Each of these “visitors” has one thing in common -- online communication.

§ communication with information

§ communication with others

§ communication with retailers

§ communication with physicians

§ communication with entertainment.

The global advertising market is expected to reach $515 billion in 2014. This prediction is from Madison Avenue’s long respected definitive source for the global ad economy – Magna Global’s June 2013 Media Economy Report. According to the January 2013,eMarketer report, “the worldwide digital ad spending topped$100 billion in 2012, making up 20% of total advertising investments.”

85% of U.S. adults use the internet, according to a Pew Research study in May 2013;

89 million people in the U.S., used the mobile Internet in 2010;

31% of current cell internet users say that they mostly go online using their cell phone, according to the Pew Internet research study in April 2012;

the mobile device will be the primary connection tool to the Internet for most people in the world by 2020;

80% of searchers research online before purchasing within a 10-20 mile radius;

today, more than half of all connections to the Internet are from phones; and

69% of US residents are considered “regular Internet users.”

Our Services

We are an interactive, full service, online marketing company that provides companies in various sectors with online marketing and advertising services. These services include the following:

Domain Stutter

The Domainstutter technology offers clients rapid domain deployment with each domain having unique content automatically inserted into the site. The system harnesses the power of cloud computing to enable clients the ability to deploy thousands of sites with minimal time and effort.

Clients can deploy thousands of domain host sites on an accelerated basis, with unique content, with virtually no effort due to use of the proprietary Domainstutter technology.

The practice of multiple domain name deployment is commonly known as domain parking and may also refer to an advertising practice known as parked domain monetization used primarily by domain name registrars and Internet advertising publishers to monetize Internet traffic visiting a parked or minimally developed domain name property.

The domain name will usually lead to a web page containing advertising listings and links. These links will be targeted to the predicted interests of the visitor and may change dynamically based on the results that visitors click on. Usually the domain holder is paid based on how many links have been visited (e.g. pay per click or page view) and on how beneficial those visits have been. The keywords for any given domain name provide the type of profile that will determine the intent of the Internet traffic before arriving.

Domainstutters capability to deliver unique content to each individual domain automatically, allows the parked domain to better differentiate itself to search engines allowing for higher indexing and ratings resulting in higher traffic generation, which in turn leads to higher per domain revenue generation.

Website Design

Website Design, not to be confused with Website Development, is the skill of creating content presentations delivered to the end-user via the Internet through a web browser, mobile browser, web application, or some other web-enabled software such as Internet television clients. Website Design is the actual conceptualization, graphical representation and creation of the layout (or pages) that will be programmed under the Website Development process.

Website Development

Website Development is the process by which a programmer will convert the graphical representation of the website into an actual functioning website. The programmer will use a myriad of programming technologies depending on how the website is intended to be viewed or used. Development technologies include PHP, ASP, JavaScript, ColdFusion, Flash, CSS, HTML, XHTML and XML to name a few.

Mobile Design/Development

End-user online access to information continues to move toward more portable devices like cell phones and tablets PCs (ie: iPad). In order for the media to display correctly on these new technology devices, the website designer and website programmer must work within the aspect ratios and interface limitations of each device. Considerations include load times, display size and device-specific programming language limitations. Mobile designers must take

into account how their designs will be viewed by the ever expanding cell phone and smart phone market. Mobile development is the process by which the specific device designs are converted into actual mobile-friendly websites.

Mobile Application Development (APPS)

The trend with mobile access to information continues to move toward smart phone technology. Smart Phones (ie: iPhone) are mobile devices which have more of the traditional web features of desktop and laptop computers. These Smart Phones also make use of Mobile Applications (otherwise known as “apps”) to further enrich the end-user experience. Mobile Applications include everything from games and music to financial and business tools. With the introduction of “tablet PCs” such as the iPad, the various Mobile Application markets have expanded to work on these devices as well. Mobile application development is the process by which an application designer and application developer work together to create device-specific applications, which can operate, in large part without the need for constant Internet connection.

Website Application Development

A Web application is an application that is accessed over a network such as the Internet or an intranet and is popular due to the ubiquity of web browsers, and the convenience of using a web browser as a client, sometimes called a thin client. The ability to update and maintain web applications without distributing and installing software on potentially thousands of client computers is a key reason for their popularity, as is the inherent support for cross-platform compatibility. Common web applications include webmail, online retail sales, online auctions, wikis and many other functions.

Paid Search Marketing

Paid Search Marketing is where an advertiser pays to have their advertisement displayed on the SERPs (Search Engine Results Pages). The advertiser pays each time the ad is clicked or for a predetermined amount of impressions (views). Advertisers routinely work with an agency to manage their advertising accounts on the various networks. The agency will research which keywords best convert for the advertiser’s industry and will develop ad campaigns designed to garner a high click to impression ratio. The agency monitors the advertiser’s budget and conversion rates making adjustments according to click through rates and the constantly changing keyword search habits of consumers.

Media Planning / Buying

There are many avenues available by which a company can advertise on the web. Advertisers can display banner ads, sponsor email newsletters, paid search marketing, video distribution, online public relations, social media, and podcasts to name a few. The strategy to determining how best to spend an advertiser’s budget and on what mediums support the best R.O.I. falls on the shoulders of the Media Planner/Buyer. The Media Planner/Buyer will work with the design and development team to create the advertising pieces necessary for each ad platform and will then negotiate with the website owners, search engine companies, video distribution networks, etc. to have the ad campaigns facilitated and distributed across their networks.

Banner Advertising and Rich Media Banner Advertising

Rich media banner advertising refers to online advertising that makes use of a range of interactive digital media including streaming video and audio. The ads usually change as the end-users mouse passes over or without any actual user interaction such as on page load or after a specific period of time.

Social Media Marketing / Optimization

Social Media Marketing is similar to Paid Search Advertising/Marketing only instead of advertising to the visitors on the search engine website (such as Google, Bing or Yahoo), advertising is displayed to the members of the social community (such as Facebook or MySpace) and is often customized to the actual member’s demographics, sex, age and characteristics. Search engine marketing is almost solely keyword focused where social media advertising strives to display advertising that specific groups are more likely to convert.

Search Engine Optimization (SEO)

Search Engine Optimization is the process whereby a website is constructed or altered to best achieve high rankings for a keyword or group of keywords determined by the end-user the website is seeking to attract. Search Engine Optimization (or SEO) includes the choice of keywords used in the text paragraphs and the placement of those words on the page, as well as website speed, accessibility, and proper use of “tags”. Search engines use different criteria for ranking pages, and those criteria are periodically changed.

Email Marketing

Email Marketing is the closest form of online direct mail. Instead of the advertising piece arriving in your home’s mailbox, it is instead delivered digitally to your email inbox. Website owners incentivize their website visitors to join a list (ie: Newsletter List) to receive special offers, news, discounts, etc. Website owners then send targeted email messages (advertisements) to this list with offers for goods or services. Email Marketing continues to have one of the largest conversion rates of all forms of online advertising.

Reputation Management

Reputation management is the process of tracking an entity’s actions and opinions about that entity, reporting on those actions and opinions, and then reacting on that report to interject a positive response. Online Reputation Management is the practice of monitoring an entity’s reputation (be that of a person, place, company, or group) on the Internet with a view to controlling perception of that reputation.

Mobile Marketing

Mobile Marketing is the distribution of any kind of promotional or advertising messages to customers through wireless networks. Mobile Marketing uses interactive wireless media to provide customers with time and location sensitive, personalized information that promotes goods, services and ideas. Mobile Marketing can occur via SMS (short message service), MMS (multimedia message service), MWM (mobile web marketing), Mobile Marketing via Bluetooth, In-Game Mobile Marketing, or LBS (Location-based Services).

Flash Design & Development

Rich media advertising is primarily created and displayed using Adobe Flash. This software allows for interactive banner advertising, motion graphics, video display, end-user interaction, tracking and reporting. In addition, Flash can be used to build interactive elements on websites, kiosks, in-store signage and more.

Internet Properties

Internet Properties refer to related business endeavors created from a need identified via the primary operations of the parent company. For example, Cloud Data Corporation has developed several Internet Properties using in-house talent and technologies such as DomainStutter.com, Theoilandgasblog.com, Thewebtechblog.com and an online press release collection and distribution service, and several niche directory websites.

We also intend to expand our mobile division to include mobile application development (iPhone, Droid, Blackberry, etc.) based on the fact that over 50 million US mobile subscribers access the web each month on their mobile devices.

Bitcoin Mining

Company has 100 servers mining Bitcoin 24 hours a day in its location in the Pacific Northwest.

August 21, 2014. Monarch Bay, California. Microelectronics Technology Corporation (OTCPK: MELY) The Company is pleased to announce that it will restart BTC Mining under the company’s BTCPOOLPARTY NEW site as of August 22, 2014.

The company has developed a redundant pool for immediate default in the event any technical difficulty in the future.

The company will initially operate the mining pool with its 100 Th/s servers as a private mining pool with the intention to open the pool up to the general public after a period of additional testing.

The Ghash.io current produces approximately 2.2 to 2.4 BTC per day based upon the company’s current hash rate, which fluctuates at or near between 80 and 100 TH/s per day depending on the machines stability.

The company has currently mined over 80 BTC to date with a current value in excess of $42,500.00.

It is the company’s belief that the BTCPOOLPARTY mining pool will find a BTC block chain every 6.9 days, which will provide for 25 BTC per block chain that will be awarded to the BTCPOOLPARTY mining pool.

This will allow for an average of 4.347 potential BTC Block chains to be discovered and awarded to the BTCPOOLPARTY mining pool per month with an average of 100 TH/s hash rate providing potential production of 108.69 BTC per 30-day period from the BTCPOOLPARTY mining pool in perfect conditions.

https://www.btcpoolparty.com/

Upon the successful integration of the company’s servers to the BTCPOOLPARTY mining pool and some reporting modifications are implemented, the company plans to open the mining pool to the general public as the first fully transparent and fully Audited Public Mining Pool.

More developments and timelines for the public launch will be provided in the near future.

The Company has continues negotiations with its current supplier of BTC Miners with the expectation that a supply of BTC Miners will be made available to the company over the next several weeks. The current delay is a result of developments in technology which allow for more efficient BTC Miners becoming available to market in the next several weeks which will potentially allow for an increase in production by almost 100 % while maintaining the same power consumption.

The company has been in negotiations for an investment by an institutional investor for a direct investment of up to fifteen million dollars. The investment return will be repayable in USD or BTC or combination thereof based upon final negotiations. Further details will be released upon closing.

The Market

Internet marketing is relatively inexpensive when compared to the ratio of costs against the reach of the target audience. Companies can reach a wide audience for a small fraction of traditional advertising budgets. The nature of the medium allows consumers to research and purchase products and services at their own convenience. Therefore, businesses have the advantage of appealing to consumers in a medium that can bring results quickly. The strategy and overall effectiveness of marketing campaigns depend on business goals and cost-volume-profit (CVP) analysis.

Internet marketers also have the advantage of measuring statistics easily and inexpensively. Nearly all aspects of an Internet marketing campaign can be tracked, measured, and tested. The advertisers can use a variety of methods: pay per impression, pay per click, pay per play, or play per action. Therefore, marketers can determine which messages or offerings are more appealing to the audience. The results of campaigns can be measured and tracked immediately because online marketing initiatives usually require users to click on an advertisement, visit a website, and perform a targeted action. Such measurement cannot be achieved through billboard advertising, where an individual will at best be interested, then decide to obtain more information at a later time.

Because exposure, response and overall efficiency of Internet media are easier to track than traditional off-line media – through the use of web analytics for instance – Internet marketing can offer a greater sense of accountability for advertisers. Marketers and their clients are becoming aware of the need to measure the collaborative effects of marketing (i.e., how the Internet affects in-store sales) rather than siloing each advertising medium. The effects of multi-channel marketing can be difficult to determine, but are an important part of ascertaining the value of media campaigns.

Marketing Strategy

Our strategic marketing plan is to develop a professional business relationship with each of our clients. We will analyze each client’s respective needs and tailor an incubation program designed to elicit the most favorable response in the market. We will utilize our various platforms to meet the requirements of our clients and will provide flexibility.

Competition

Competition in the online marketing industry is intense. Many of our competitors are larger and have greater financial resources than we do. Accordingly, we must rely on our innovative marketing platforms to gain market share in the industry.

Staffing

Cloud Data Corporation has secured consultative relationships, incentivized, with key industry visionary leaders specialized in the cloud incubating space. These consulting relationships were selected based on a vision that will allow companies chosen to incubate within the umbrella organization of Cloud Data Corporation, providing the highest opportunity for growth and success

Employees

Brett Everettis our soledirector who serves on a full-time basis.None of our employees is represented by a labor union for purposes of collective bargaining. We consider our relations with our employees to be good.

WHERE YOU CAN GET ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

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.

An investment in the Company's common stock involves a high degree of risk. Oneshould carefully consider the following risk factors in evaluating an investmentin the Company's common stock. If any of the following risks actually occurs,the Company's business, financial condition, results of operations or cash flowcould be materially and adversely affected. In such case, the trading price ofthe Company's common stock could decline, and one could lose all or part ofone's investment. One should also refer to the other information set forth inthis report, including the Company's consolidated financial statements and therelated notes.

Our common stock is considered a "penny stock". The application of the "penny stock" rules to our common stock could limit the trading and liquidity of theCommon stock, adversely affect the market price of our common stock and increase the transaction costs to sell those shares.

Our common stock is a "low-priced" security or "penny stock" under rulespromulgated under the Securities Exchange Act of 1934, as amended. In accordancewith these rules, broker-dealers participating in transactions in low-pricedsecurities must first deliver a risk disclosure document, which describes therisks associated with such stocks, the broker-dealer's duties in selling thestock, the customer's rights and remedies and certain market and otherinformation. Furthermore, the broker-dealer must make a suitabilitydetermination approving the customer for low-priced stock transactions based onthe customer's financial situation, investment experience and objectives.Broker-dealers must also disclose these restrictions in writing to the customer,obtain specific written consent from the customer, and provide monthly accountstatements to the customer. The effect of these restrictions will likelydecrease the willingness of broker-dealers to make a market in our common stock,will decrease liquidity of our common stock and will increase transaction costsfor sales and purchases of our common stock as compared to other securities.

The company continues to use significant amounts of cash for its business operations, which could result in us having insufficient cash to fund the company's operations and expenses under our current business plan.

The Company's liquidity and capital resources remain limited. There can be noassurance that the Company's liquidity or capital resource position would allowus to continue to pursue our current business strategy. Anyfluctuations or downturn in the securities market could adversely affect thevalue of ouroutstanding securities. As a result, without achieving growth in our business along the lines we have projected, we would have to alter our business plan or further augment our cash flow position through cost reductionmeasures, sales of assets, additional financings or a combination of theseactions. One or more of these actions would likely substantially diminish thevalue of its common stock.

A failure to successfully execute our strategy of acquiring other businesses to grow our company could adversely affect our business, financial condition, results of operations and prospects.

We intend to continue pursuing growth through the acquisition of companies or assets to expand our project skill-sets and capabilities, enlarge our geographic markets, add experienced management and increase critical mass to enable us to bid on larger contracts. However, we may be unable to find suitable acquisition candidates or to complete acquisitions on favorable terms, if at all. Moreover, any completed acquisition may not result in the intended benefits and involves a number of risks, including:


	●	We may have difficulty integrating the acquired companies;


	●	Our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or culturally diverse enterprises;


	●	We may not realize the anticipated cost savings or other financial benefits we anticipated;


	●	We may have difficulty applying our expertise in one market to another market;


	●	We may have difficulty retaining or hiring key personnel, customers and suppliers to maintain expanded operations;


	●	Our internal resources may not be adequate to support our operations as we expand, particularly if we are awarded a significant number of contracts in a short time period;


	●	We may have difficulty retaining and obtaining required regulatory approvals, licenses and permits;


	●	We may not be able to obtain additional equity or debt financing on terms acceptable to us or at all, and any such financing could result in dilution to our stockholders, impact our ability to service our debt within the scheduled repayment terms and include covenants or other restrictions that would impede our ability to manage our operations;


	●	We may have failed to, or were unable to, discover liabilities of the acquired companies during the course of performing our due diligence; and


	●	We may be required to record additional goodwill as a result of an acquisition, which will reduce our tangible net worth.

Any of these risks could prevent us from executing our acquisition growth strategy, which could adversely affect our business, financial condition, results of operations and prospects.

Interruptions to the data centers and broadband networks could disrupt business, and negatively impact customer demand for the company.

The Company's business depends on the uninterrupted operation at the datacenters and the broadband networks run by the various service providers. Thedata centers may suffer for loss, damage, or interruption caused by fire, power loss, telecommunications failure, or other events beyond the Company. Any damageor failure that causesinterruptions in the Company's operations couldmaterially harm business, financial conditions, and results ofoperations.

In addition, the Company's services depend on the efficient operation of theInternet connections between customers and the data centers. The Company dependson Internet service providers efficiently operating these connections. Theseproviders have experienced periodic operational problems or outages in the past.Any of these problems or outages could adversely affect customer satisfactionand customers could be reluctant to use our Internet related services.

There is substantial uncertainty about the ability of microelectronics technology company to continue its operations as a going concern.

In their audit report, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our officers may be unwilling or unable to loan or advance any additional capital to Microelectronics Technology Company, we believe that if we do not raise additional capital within 12 months, we may be required to suspend or cease the implementation of our business plans. As such we may have to cease operations and you could lose your entire investment.

Because the Company has been issued an opinion by its auditors that substantial doubt exists as to whether it can continue as a going concern it may be more difficult to attract investors.

Risks Related To Our Financial Condition

Since the company anticipates operating expenses will increase prior to earning revenue, we may never achieve profitability.

The Company anticipates increases in its operating expenses, without realizing any revenues from its business activities. Within the next 12 months, the Company will have costs related to: (i) business travel costs, (ii) purchase of hardware and market research, (iii) software development cost, (iv) website maintenance cost, (v) marketing campaign, and (vi) administrative expenses.

There is no history upon which to base any assumption as to the likelihood that the Company will prove successful. We cannot provide investors with any assurance that our product will attract customers; generate sufficient operating revenues or ever achieve profitable operations. If we are unable to address these costs, there is a high probability that our business can fail, which will result in the loss of your entire investment.

If we do not obtain adequate financing, our business will fail, resulting in the complete loss of your investment.

If we are not successful in earning revenues once we have started our planned sales activities, we may require additional financing to sustain business operations. Currently, we do not have any arrangements for financing and we may be unable to obtain financing when required. Obtaining additional financing would be subject to a number

of factors, including the Company’s ability to attract customers. The Company may be unable to access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies, will be available on acceptable terms. The inability of the Company to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of its operations and upon its financial conditions.

The company’s management could issue additional shares, since the company has 950,000,000 authorized common shares, diluting the current shareholders’ equity.

The Company has 7,500,000,000 common shares authorized, of which 1,627,898,324are currently issued and outstanding. The Company’s management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of the Company’s current shareholders. Additionally, large share issuances would generally have a negative impact on the Company’s share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.

Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and may grant voting powers, rights and preference that differ from or may be superior to those of the registered shares.

Our articles of incorporation allow us to issue 50,000,000 shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. Our Board of Directors has the ability to issue preferred stock without shareholder approval, especially in the event the offering is not subscribed sufficiently to constitute a majority of the issue and outstanding shares of common stock. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

Future sales of our common stock could put downward selling pressure on our common stock, and adversely affect the per share price. There is a risk that this downward pressure may make it impossible for an investor to sell share of common stock at any reasonable price, if at all.

Future sales of substantial amounts of our common stock in the public market orthe perception that such sales could occur, could put downward selling pressureon our common stock and adversely affect its market price.

We do not anticipate paying dividends in the foreseeable future.

We do not anticipate paying dividends on our common stock in the foreseeable future, but plan rather to retain earnings, if any, for the operation, growth and expansion of our business. Because the Company does not anticipate paying cash dividends in the foreseeable future which may lower expected returns for investors, and as such our stockholders will not be able to receive a return on their investment unless they sell their shares of common stock.

Because we expect to incur losses in the future, failure to generate revenues will cause us to go out of business and your entire investment could be lost.

Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

Our operating results may prove unpredictable, which could result in the complete loss of your investment.

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause our operating results to fluctuate significantly include: our ability to generate enough working capital from future equity sales; the level of commercial acceptance by the public of our

services; fluctuations in the demand for secure online storage; the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, infrastructure and general economic conditions.

If realized, any of these factors could have a material adverse effect on our business, financial condition and operating results, which could result in the complete loss of your investment.

As the Company’s sole officer and director has other outside business activities, and may not be in a position to devote a majority of their time to the Company, which may result in periodic interruptions or business failure.

Mr. Everett our sole officer anddirector may have other business interests and currently devote approximately 20 hours per week to our operations. Mr. Everett may have to arrange leave from their current occupations to travel around the US and may not be able to do so at the exact period needed and this could cause an interruption to the company’s planned services, which may result in periodic interruptions or suspensions of our business plan. If the demands of the Company’s business requires more business time of our sole officer and director, are prepared to adjust their timetables to devote more time to the Company’s business. However, they may not be able to devote sufficient time to the management of the Company’s business, which may result in periodic interruptions in implementing the Company’s plans in a timely manner. Such delays could have a significant negative effect on the success of the business.

Key management personnel may leave the Company, which could adversely affect the ability of the company to continue operations.

The Company is entirely dependent on the efforts of its sole officer and director. The Company does have an employment agreement in place with its sole officer and director. Their departure or the loss of any other key personnel in the future could have a material adverse effect on the business. The Company believes that all commercially reasonable efforts have been made to minimize the risks attendant with the departure by key personnel from service. However, there is no guarantee that replacement personnel, if any, will help the Company to operate profitably. The Company does not maintain key person life insurance on its sole officer and directors.

In the case if the Company is dissolved, it is unlikely that there will be sufficient assets remaining to distribute to the shareholders.

In the event of the dissolution of the Company, the proceeds realized from the liquidation of its assets, if any, will be distributed to the shareholders only after the claims of the Company’s creditors are satisfied.

Because we are small and have limited capital, our marketing campaign may not be sufficient to attract enough clients and we may not be able to assume significant additional costs to operate profitably. If we do not operate profitably, we may have to suspend or cease operations.

Because we are a small company, with limited capital, we must limit our marketing activities and may not be able to make our services known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. In addition, we may not be able to assume significant additional costs to operate. If we are unable to make any necessary change in the Company structure, do the proper negotiations with the developers or are faced with circumstances that are beyond our ability to afford, we may have to suspend operations or cease them entirely which could result in a total loss of your investment.

If we do not have adequate resources to market and sell our services and compete successfully with numerous companies that offer online storage on the cloud, our ability to attract customers will be harmed resulting in reduced revenues and increased operating costs.

Some of our competitors may have greater access to capital than we do and may use these resources to engage in aggressive advertising and marketing campaigns. The current prevalence of aggressive advertising and promotion may generate pricing pressures to which we must respond. We expect that competition will continue to increase, in cloud storage services, we might not be able to compete with large companies if they were to drive prices down for cloud storage.

Because we are a development stage company, we may be unable to gain any significant market acceptance for our services.

The Company’s growth strategy is substantially dependent upon its ability to market its services successfully to prospective clients. However, its planned services may not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period of time. Failure of the Company’s services to achieve or sustain market acceptance could have a material adverse effect on our business, financial conditions and the results of our operations.

Because there are many similar products in the market, our products may not be able to distinguish themselves.

There are wide ranges of companies that offer similar services. If we are unable to distinguish our services and attract enough clients, it will affect or business negatively. We may have to suspend or modify our planed services strategy and our planed marketing strategy, which could result in suspending or ceasing operations resulting in a total loss of your investment.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Our corporate headquarters are located at 500 N. Rainbow Blvd, Suite 300, Las Vegas, NV 89107. Thereis another three years on our lease at $2,400 per year. As of the date of this filing, the Company has not sought to move our office. Additional space may be required as the Company expands its operations. Management does not foresee any significant difficulties in obtaining any required additional space. The Company currently does not own any real property. The Company does not currently own any real property.

ITEM 3. LEGAL PROCEEDINGS

On March 22, 2007, the British Columbia Securities Commission (the “Commission") sent the Company an Order for Production of certain documents and records. In August and September 2007, the Commission issued three Halt Trade Orders to the Company because the Commission claimed it became aware of unsolicited electronic mail (spam) promoting the Company's securities. The Company has responded to all inquiries of the Commission and has advised the Commission that they were not involved in any way in the creation or dissemination of the spam, nor do they have any information as to its origin.

In April 2008, a legal action was brought by a third party against the Company alleging violations of the Pennsylvania Unsolicited Telecommunication Advertisement Act. The action, which sought total damages of approximately $7,100,was dismissed prior to June 30, 2008.

In July 2008, the Company received a letter from theattorney of the investor relations firm which received1,400 restricted shares of common stock that had beenissued as partial compensation for certain specifiedinvestor relations services for a period of 3 monthscommencing March 1, 2008. The letter asserts that theCompany is obligated to issue an additional 842 shares ofcommon stock to the investor relations firm and failure todo so will result in legal action. The Company believesthat it has meritorious defenses to any legal actionbrought.

On or about November 2, 2012, the Company was named in a lawsuit by, NPNC Management LLC, in the Eighth Judicial District Court in Clark County, Nevada, Case No. A-12-671279-C, seeking payment of $24,074.23 for a breach of contract, which includes late charges, court fees and attorney’s fees. On or about April 16, 2013, a default judgment was entered against the Company.

Other than the foregoing, as of the date of this report 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 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

Our common stock is currently quoted on the OTC Bulletin Board. Our common stock has been quoted on the OTC Bulletin Board since March 2, 2007 under the symbol “AMXU”. On October 6, 2009, we changed our symbol to “CYTV”. On October 24, 2009, our symbol was changed to “MELY” to reflect our Company’s name change. Because we are quoted on the OTC Bulletin Board, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

The following table sets forth the high and low bid prices for our Common Stock per quarter as reported by the OTCBB for the past two fiscal years, our fiscal year end is June 30. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.There has been very limited trading activity in our common stock, and the prices quoted may not be a reliable indication of the value of our common stock.



Fiscal Year	First Quarter	Second Quarter	Third Quarter	Fourth Quarter
2014 – High	$0.0046	0.0023	0.0014	0.0026
2014 – Low	$0.0044	0.0021	0.0010	0.0020
2013– High	$0.007	0.004	0.0027	0.0031
2013– Low	$0.003	0.0009	0.0006	0.0005

Record Holders

As of September 29, 2013, there were 1,627,898,324shares of the registrant’s $0.00001 par value common stock issued and outstanding and were owned by approximately 24 holders of record, based on information provided by our transfer agent.

Penny Stock Regulation

Shares of our common stock will probably be subject to rules adopted the SEC that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the SEC, which contains the following:


	· a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
	· a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws;
	· a brief, clear, narrative description of a dealer market, including "bid" and "ask” prices for penny stocks and the significance of the spread between the "bid" and "ask" price;
	· a toll-free telephone number for inquiries on disciplinary actions;
	· definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and
	· such other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:


	· the bid and offer quotations for the penny stock;
	· the compensation of the broker-dealer and its salesperson in the transaction;
	· the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
	· monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.

Description of Registrant’s Securities

We have authorized capital stock consisting of 7,500,000,000 shares of common stock, $0.00001 par value per share (“Common Stock”) and 50,000,000 shares of preferred stock, $0.00001 par value per share (“Preferred Stock”).

Recent Sales of Unregistered Securities

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 at an average price of $0.0021.

On July 18, 2013, the Company executed a Convertible Promissory Note with JMJ Financial. Under the terms of the note, the Company pays the holder a total of $61,050, which accrues interest at a one-time rate of 12% and has a maturity date of July 18, 2014.

On July 31, 2013, the Company executed a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the note the Company pays the holder a total of $11,000 which accrues interest at an annual rate of 8% and has a maturity date of February 1, 2014.

On August 31, 2013, the Company executed a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the note the Company pays the holder a total of $11,000 which accrues interest at an annual rate of 8% and has a maturity date of March 1, 2014.

On September 30, 2013, the Company executed a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the note the Company pays the holder a total of $11,000 which accrues interest at an annual rate of 8% and has a maturity date of April 1, 2014.

On September 30, 2013, the Company executed a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the note the Company pays the holder a total of $46,215 which accrues interest at an annual rate of 8% and has a maturity date of April 1, 2014.

From October 1, 2013 to December 31, 2013, the holder of convertible notes converted a total of $34,200 of principal and interest into 22,561,647 shares of our common stock at an average price of $0.0014.

On October 4, 2013, the Company executed a Convertible Promissory Note with Asher Enterprises. Under the terms of the note the Company pays the holder a total of $21,135 which accrues interest at an annual rate of 8% and has a maturity date of July 8, 2014.

On October 11, 2013, the Company executed a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the note the Company pays the holder a total of $190,084 which accrues interest at an annual rate of 6% and has a maturity date of October 11, 2014.

On October 31, 2013, the Company executed a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the note the Company pays the holder a total of $16,000 which accrues interest at an annual rate of 8% and has a maturity date of May 1, 2014.

On November 30, 2013, the Company executed a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the note the Company pays the holder a total of $16,000 which accrues interest at an annual rate of 8% and has a maturity date of June 1, 2014.

On December 31, 2013, the Company executed a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the note the Company pays the holder a total of $16,000 which accrues interest at an annual rate of 8% and has a maturity date of July 1, 2014.

From January 1, 2014 to March 31, 2014, the holders of convertible notes converted a total of $210,990 of principal and interest into 463,923,400 shares of our common stock at an average price of $0.00043.

On January 31, 2014, the Company executed a Convertible Promissory Note with Coventry Enterprises, LLC. Under the terms of the note, the Company pays the holder a total of $50,000, which accrues interest at an annual rate of 6% and has a maturity date of January 31, 2015.

On January 31, 2014, the Company executed a Convertible Promissory Note with Prolific Group, LLC. Under the terms of the note, the Company pays the holder a total of $25,000, which accrues interest at an annual rate of 6% and has a maturity date of January 31, 2015.

On January 31, 2014, the Company executed a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the note the Company pays the holder a total of $16,000 which accrues interest at an annual rate of 8% and has a maturity date of August 1, 2014.

On February 26, 2014, the Company executed a Convertible Promissory Note with LG Capital Funding, LLC. Under the terms of the note, the Company pays the holder a total of $30,000, which accrues interest at an annual rate of 8% and has a maturity date of February 26, 2015.

On February 26, 2014, the Company executed a Convertible Promissory Note with LG Capital Funding, LLC. Under the terms of the note, the Company pays the holder a total of $60,000, which accrues interest at an annual rate of 8% and has a maturity date of February 26, 2015.

On February 28, 2014, the Company executed a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the note the Company pays the holder a total of $16,000 which accrues interest at an annual rate of 8% and has a maturity date of September 1, 2014.

On March 31, 2014, the Company executed a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the note the Company pays the holder a total of $16,000 which accrues interest at an annual rate of 8% and has a maturity date of October 1, 2014.

From April 1, 2014 to June 30, 2014, the holder of a convertible note converted a total of $120,859 of principal and interest into 399,348,976 shares of our common stock.

On April 1, 2014, the Company executed a Convertible Promissory Note with New Venture Attorneys PC. Under the terms of the note, the Company pays the holder a total of $50,000, which accrues interest at an annual rate of 8% and has a maturity date of April 1, 2015.

On April 11, 2014, the Company executed a Convertible Promissory Note with KBM Worldwide, Inc. Under the terms of the note, the Company pays the holder a total of $37,500, which accrues interest at an annual rate of 8% and has a maturity date of January 15, 2015.

On April 16, 2014, the Company executed a Convertible Promissory Note with JMJ Financial. Under the terms of the note, the Company pays the holder a total of $83,250, which accrues interest at a one-time rate of 12% and has a maturity date of April 16, 2015.

On April 30, 2014, the Company executed a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the note the Company pays the holder a total of $48,000 which accrues interest at an annual rate of 8% and has a maturity date of November 1, 2014.

On May 5, 2014, the Company executed a Convertible Promissory Note with Classic Capital Inc. Under the terms of the note, the Company pays the holder a total of $150,000, which accrues interest at an annual rate of 8% and has a maturity date of May 5, 2015.

On May 19, 2014, the Company executed a Convertible Promissory Note with Adar Bays, LLC. Under the terms of the note, the Company pays the holder a total of $50,000, which accrues interest at an annual rate of 8% and has a maturity date of May 19, 2015.

On May 27, 2014, the Company executed a Convertible Promissory Note with Adar Bays, LLC. Under the terms of the note, the Company pays the holder a total of $150,000, which accrues interest at an annual rate of 8% and has a maturity date of May 27, 2015.

On May 27, 2014, the Company executed a Convertible Promissory Note with Union Capital, LLC. Under the terms of the note, the Company pays the holder a total of $48,516, which accrues interest at an annual rate of 8% and has a maturity date of May 27, 2015.

On May 27, 2014, the Company executed a Convertible Promissory Note with Union Capital, LLC. Under the terms of the note, the Company pays the holder a total of $97,000, which accrues interest at an annual rate of 8% and has a maturity date of May 27, 2015.

On May 27, 2014, the Company executed a Convertible Promissory Note with Gel Properties, LLC. Under the terms of the note, the Company pays the holder a total of $75,000, which accrues interest at an annual rate of 8% and has a maturity date of May 27, 2015.

On June 1, 2014, the Company executed an Unsecured Promissory Note with Direct Capital Group, Inc. Under the terms of the note the Company pays the holder a total of $71,237 which accrues interest at an annual rate of 8% and is due on demand.

On June 12, 2014, the Company executed a Convertible Promissory Note with LG Capital Funding, LLC. Under the terms of the note, the Company pays the holder a total of $32,000, which accrues interest at an annual rate of 8% and has a maturity date of June 12, 2015.

On June 12, 2014, the Company executed a Convertible Promissory Note with LG Capital Funding, LLC. Under the terms of the note, the Company pays the holder a total of $40,000, which accrues interest at an annual rate of 8% and has a maturity date of June 12, 2015.

On June 30, 2014, the Company executed a Convertible Promissory Note with Classic Capital Inc. Under the terms of the note, the Company pays the holder a total of $50,000, which accrues interest at an annual rate of 8% and has a maturity date of June 30, 2015.

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.

Other than as previously disclosed, none.

Recent Issuances of Unregistered Securities Subsequent to our Fiscal Year end ofJune 30, 2014.

From July 1, 2014 to September24, 2014, the holders of convertible notes converted a total of $78,971 of principal and interest into 516,030,804 shares of our common stock at an average price of $0.000153.

Preferred Stock

The number of shares of Common stock to which a share of our Convertible Preferred shares will convert into common shares of the Company will be determined by the conversion price being either the less of $0.001 or shall equal the variable conversion price (the “Variable Conversion Price”). The Variable Conversion Price shall mean 50% multiplied by the market price (the “Market Price”). The Market Price means the average of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading day period ending on the latest complete Trading Day prior to the Conversion Date. The Convertible Preferred shares will have voting rights equal to the amount of shares of our common stock that the Convertible Preferred shares are convertible into.

Re-Purchase of Equity Securities

None.

Dividends

We have not paid any cash dividends on our common stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our common stock will be paid in the future.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

ITEM 6. SELECTED FINANCIAL DATA

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 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Working Capital



	June 30, 2014 $	June 30, 2013 $
Current Assets	29,938	5,328
Current Liabilities	1,600,839	651,100
Working Capital (Deficit)	(1,570,901)	(645,772)


			For the period from April 11, 2011(Inception) to June 30, 2014
	June 30, 2014	June 30, 2013
	$	$	$
Cash flows from (used in) operating activities	(528,704)	(313,663)		(843,724)
Cash flows from (used in) investing activities	(605,859)	(5,162)		(886,882)
Cash flows from (used in) financing activities	1,135,472	315,766		1,736,198
Net increase (decrease) in cash during the year	909	(3,059)		5,592

Cash Flows

Results for the Year Ended June 30, 2014 Compared to the Year Ended June 30, 2013

Revenues:

The Company’s revenues were $36,810 for the year ended June 30, 2014 compared to $15,421 in 2013. This represents an increase of $21,387. The increase is directly attributable to the Company starting to generate Bitcoin revenue.

Operating Expenses:

Operating expenses for the year ended June 30, 2014, and June 30, 2013, were $639,029 and $426,601, respectively. Operating expenses consisted primarily of consulting fees, management fees, office expenses and preparing reports and SEC filings relating to being a public company. The increase is the result of the Company growing its business

Other Income (Expense):

Other income (expense) for the year ended June 30, 2014, and June 30, 2013, were $(1,464,798) and $(216,653), respectively. Other income (expense) consisted of change of derivative valuation and interest expense.

The loss or 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 year ended June 30, 2014, was $(2,103,826) compared with a net loss of $(643,254) for the year ended June 30, 2013. The increased net loss is due to an increase in operating expenses and an increase in the accretion of convertible note discount and interest on convertible notes.

Results for the Period from April 11, 2011 (Inception) through June 30, 2014

Revenues:

The Company’s revenues for the period from April 11, 2011 (Inception) through June 30, 2014 were $52,233.

Operating Expenses:

Operating expenses for the period from April 11, 2011 (Inception) through June 30, 2014 were $1,362,152. Operating expenses consist primarily of consulting fees, management fees, office expenses and professional fees appropriate for being a public company.

Other Income (Expense):

Other income (expenses) for the period from April 11, 2011 (Inception) through June 30, 2014, were $(1,681,450).

Net Loss:

Net loss for the period April 11, 2011 (Inception) through June 30, 2014, was $(2,991,369). The net loss for this period was primarily related to operating expenses and convertible note interest expenses exceeding the amount of revenues for the period indicated.

Impact of Inflation

We believe that the rate of inflation has had a negligible effect on our operations.

Liquidity and Capital Resources

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties through capital investment and borrowing funds.

As of June 30, 2014, total current assets were $29,938, which consisted primarily of cash and accounts receivable.

As of June 30, 2014, total current liabilities were $1,600,839, which consisted primarily of accounts payable and accrued expenses, a loans from a related parties and convertible debentures. We had negative net working capital of $1,570,901 as of June 30, 2014.

During the period from April 11, 2011 (inception) through June 30, 2014, operating activities used cash of $528,704. The cash used in operating activities related to general and administrative expenses, and non-cash items related to derivative instruments. Except for cash in the amount of $52,233 from sales of our products and management fee income, all of the cash during this period was provided by related party transactions and convertible debentures.

Intangible Assets

The Company’s intangible assets were $303,920 as of June 30, 2014.

Material Commitments

The Company’s material commitments were $0 as of June 30, 2014.

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. As of June 30, 2014, we have an accumulated deficit of $2,991,369.

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 planned acquisitions and exploration 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.

Contractual Obligations

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 7A. 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


MICROELECTRONICS TECHNOLOGY COMPANY AND SUBSIDIARIES
( A DEVELOPMENT STAGE COMPANY )



CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014




CONTENTS


June 30, 2014


Report of Independent Registered Public Accounting Firm
			F-2


Consolidated Financial Statements

Balance Sheets			F-3

Statements of Operations			F-4

Statement of Stockholders' Deficit			F-5-6

Statements of Cash Flows			F-7-8

Notes to Consolidated Financial Statements			F-9-33

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

F- 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Microelectronics Technology Company and Subsidiaries


Microelectronics Technology Company
(A Development Stage Enterprise)
Consolidated Balance Sheet
June 30, 2014 (unaudited) and June 30, 2013

					June 30,		June 30,
					2014		2013
			ASSETS		(Unaudited)
Current Assets
		Cash			$ 5,592		4,683
		Accounts receivable			18,171		645
		Loan receivable			6,175		-
	Total Current Assets				29,938		5,328
Non-Current Assets
		Equipment			357,720		10,392
		Intangible assets			303,920		88,276
		Security deposit			3,465		-
	Total Non-Current Assets				665,104		98,668

	TOTAL ASSETS			$ 695,042		$ 103,996

			LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
		Accounts payable and accrued liabilities			$ 74,311		141,977
		Related party loans			3,356		102,991
		Former related party loan			-		190,084
		Stockholders' loans			4,540		4,540
		Loan payable			4,975		4,975
		Notes payable, net of discount			1,093,566		107,185
		Derivative liabilities			420,092		99,348
	Total Current Liabilities				1,600,839		651,100
Stockholders' Deficit
Preferred stock
		Authorized: 50,000,000 shares, $0.00001 par value;
		issued and outstanding: 110,000 shares as of
		June 30, 2014 and June 30, 2013			1		1
Common Stock:
		Authorized: 7,500,000,000 shares, $0.00001 par value;
		issued and outstanding: 1,111,867,520 and 139,016,107
		shares as of June 30, 2014 and June 30, 2013, respectively			11,119		1,390
Additional paid-in capital					2,112,852		377,447
Stock subscriptions receivable					(38,400)		(38,400)
Deficit accumulated in the development stage					(2,991,369)		(887,543)
	Total stockholders' Deficit				(905,797)		(547,105)

	TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT				$ 695,042		$ 103,996


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 years ended		(April 11, 2011
		June 30,		through
		2014	2013	June 30, 2014)
Revenue		$ 36,810	$ 7,423	$ 44,233

Management Fee Income - Related Party		-	8,000	8,000

Expenses
	Advertising	110,313	73,130	274,642
	Amortization expense	34,356	51,724	86,080
	Consulting fees	101,369	57,845	182,293
	Depreciation expense	5,067	5,211	10,787
	Impairment of mineral claims	-	124,911	124,911
	Management fees	105,000	60,000	235,000
	Professional fees	154,762	29,178	215,596
	Other General & Administrative	164,971	40,024	232,842
	Total Expenses	675,839	442,024	1,362,152

	Loss from Operations	(639,029)	(426,601)	(1,309,919)

Other Income (Expenses)
	Other Income	162,723	-	162,723
	Change in fair value of derivative	182,644	(93,087)	89,557
	Convertible debt discount	(926,450)	(65,381)	(991,831)
	Interest expense	(883,714)	(58,185)	(941,899)
	Total Other Expenses	(1,464,798)	(216,653)	(1,681,450)

	Loss before Income Taxes	(2,103,826)	(643,254)	(2,991,369)

	Income Taxes	-	-	-

	Net Loss	(2,103,826)	(643,254)	(2,991,369)

	Net Loss per share, basic and diluted	$ (0)	$ (0)

	Weighted average number of shares
	outstanding; basic and diluted	446,364,917	116,954,132


MICROELECTRONICS TECHNOLOGY, INC.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
											Deficit
											Accumulated
							Additional		Stock		during the		Total
	Common Stock		Preferred Stock			Paid-In		Subscriptions		Development		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Receivable		Stage		Equity
Balances, year end June 30, 2011	54,133,345	$ 541		110,000	$ 1		$ 177,858		$ (38,400)		$ (29,600)		$ 110,400
(Retroactive from the merger August 26,
2011, with Cloud Data Corp. Balances
except stock are those of Cloud Data Corp,
the accounting acquirer)
Shares issued August 26, 2011 in
reorganization at $0.002 per share	70,000,000	700		-	-		(177,858)		-		-		(177,158)
Net (loss) for the year	-	-		-	-		-		-		(214,689)		(214,689)
Balances June 30, 2012	124,133,345	$ 1,241		110,000	$ 1		$ -		$ (38,400)		$ (244,289)		$ (281,447)

Conversion of promissory notes to stock
January 25, 2013 - February 15, 2013	6,246,397	62		-	-		38,938		-		-		39,000
Elimination of derivative liabilities
January 25, 2013 - February 15, 2013	-	-		-	-		107,646		-		-		107,646
Elimination of debt	-	-		-	-		32,316		-		-		32,316
Conversion of promissory notes to stock
June 21, 2013	3,636,364	36		-	-		11,964		-		-		12,000
Elimination of derivative liabilities
June 21, 2013	-	-		-	-		21,474		-		-		21,474
Conversion of loan to preferred stock	-	-		1	0.01		165,000		-		-		165,000
Conversion of loan to common stock	16,000,000	160		-	-		-		-		-		160
Retired stock	(11,000,000)	(110)		-	-		110		-		-		-
Net (loss) for the year	-	-		-	-		-		-		(643,254)		(643,254)
Balances for June 30, 2013	139,016,106	1,390		110,001	1		377,448		(38,400)		(887,543)		(547,105)

Conversion of promissory notes to stock
July 2, 2013 - August 20, 2013	12,017,391	120		-	-		25,480		-		-		25,600
Elimination of derivative liabilities
July 2, 2013 - August 20, 2013	-	-		-	-		21,888		-		-		21,888
Intrinsic value of the beneficial conversion feature of the convertible notes payable	-	-		-	-		79,215		-		-		79,215
Common shares issued from $165,000 preferred share	45,000,000	450		-	-		(450)		-		-		-
Conversion of promissory notes to stock
October 28, 2013 - November 12, 2013	22,561,647	226		-	-		33,974		-		-		34,200
Elimination of derivative liabilities
October 28, 2013 - November 12, 2013	-	-		-	-		40,713		-		-		40,713
Intrinsic value of the beneficial conversion feature of the convertible notes payable	-	-		-	-		48,000		-		-		48,000
Conversion of promissory notes to stock
January 13, 2014 - March 31, 2014	463,923,400	4,640		-	-		171,650		-		-		176,290
Elimination of derivative liabilities
January 13, 2014 - March 31, 2014	-	-		-	-		316,169		-		-		316,169
Intrinsic value of the beneficial conversion feature of the convertible notes payable	-	-		-	-		48,000		-		-		48,000
Conversion of promissory notes to stock
April 1, 2014 - June 25, 2014	399,348,976	3,993		-	-		207,075		-		-		211,068
Elimination of derivative liabilities
April 1, 2014 - June 25, 2014	-	-		-	-		860,989		-		-		860,989
Intrinsic value of the beneficial conversion feature of the convertible notes payable	-	-		-	-		48,000		-		-		48,000
Cancellation of preferred share issued for loan	-	-		(1)	-0.01		(165,000)		-		-		(165,000)
Shares issued to Rancho Capital Management	30,000,000	300		-	-		(300)		-		-		-
Net (loss) for the period	-	-		-	-		-		-		(2,991,369)		(2,991,369)
Balances for June 30, 2014	1,111,867,520	11,119		110,000	1		2,112,852		(38,400)		(2,991,369)		(905,797)


Microelectronics Technology Company
(A Development Stage Enterprise)
Consolidated Statement of Cash Flow
							Cumulative
							during the
							Development
							Stage
			For the year				from Inception
			ended				(April 11, 2011)
			June 30				through
			2014		2013		June 30, 2014)
Operating Activities
	Net Loss			(2,103,826)		(643,254)		(2,991,369)
	Adjustments to reconcile net loss
	to net cash provided by (used in) operations:
	Convertible debt issued for services rendered			-		32,316		32,316
	Amortization expense			34,356		51,724		86,080
	Interest expense			883,261		58,236		941,497
	Change in derivative liabilities			(182,644)		93,086		(89,557)
	Amortization of debt discount			926,450		65,381		991,831
	Depreciation			5,067		5,210		10,786
	Impairment of mineral claims			-		124,911		124,911
	Adjustments in reorganization			-		-		61,475
	Change in operating assets and liabilities:
		Accounts receivable	(17,526)		(645)		(17,785)
		Loan receivable	(6,175)		-		(6,175)
		Prepaid expenses	-		-		668
		Accounts payable and accrued expenses	(67,667)		(100,628)		11,598
Net cash provided by (used in) Operating Activities				(528,704)		(313,663)		(843,724)
Investing Activities
	Acquisition of equipment			(352,394)		(5,162)		(368,506)
	Acquisition of mineral claims			-		-		(124,911)
	Acquisition of intangible assets			(250,000)		-		(390,000)
	Security deposits			(3,465)		-		(3,465)
Net cash provided by (used in) Investing Activities				(605,859)		(5,162)		(886,882)
Financing Activities
	Proceeds of issuance of common stocks			-		160		1,584
	Proceeds of notes payable			1,425,191		170,000		1,595,191
	Payments to Shareholders' loans			-		-		4,540
	Proceeds of loan from Drake Group			-		-		4,975
	Proceeds of loan from related parties			(99,635)		145,606		168,308
	Former related party loan			(190,084)		-		-
	Stock subscriptions receivable			-		-		(38,400)
Net cash provided by (used in) Financing Activities				1,135,472		315,766		1,736,198

Net increase (decrease) in cash				909		(3,059)		5,592

Cash at beginning of period				4,683		7,742		-

Cash at end of period				$ 5,592		$ 4,683		$ 5,592

Non-cash Investing and Financing Activities
	Acquisition of intangible asset			$ -		$ -		$ 140,000
	Preferred stock issued for debt settlement			$ (165,000)		$ 165,000		$ -
	Net asset adjustment in reorganization			$ -		$ -		$ 177,858

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

F-6

Microelectronics Technology Company

(A Development Stage Company)

Notes to Financial Statements as of June 30, 2014

(Expressed in US Dollars)

Note 1 –Basis of Presentation

These unaudited interim financial statements as of and for the nine months ended March 31, 2014 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, 2012 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 nine-month period ended March 31, 2014 are not necessarily indicative of results for the entire year ending June 30, 2013.

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

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

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

F-7

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.

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.

Cash and Cash Equivalents. The Company considers all highly liquid instruments with maturity of nine months or less at the time of issuance to be cash equivalents. The Company has no cash equivalents as of June 30, 2014 and June 30, 2012.

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.

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.

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

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

F-8

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.

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.

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.

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

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

F-9

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 are 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 are 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.

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 $1,693,730. 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.

Going Concern

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

F-10

The Company is in the development stage and has generated $44,233 in revenues and has incurred a net loss of $2,991,369 since inception April 11, 2011. At June 30, 2014, the Company had $29,938 in current assets and $1,600,839 in current liabilities. Further, the Company incurred a loss of $2,103,826 for the year ended June 30, 2014. 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 June 30, 2014, the accumulated amortization is $79,693 and the carrying value is $60,307.

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

F-11

On May 5, 2014, the Company purchased intellectual property assets related to Bitcoin mining, Bitcoin pool development and operation and Bitcoin server development for $250,000 from Classic Capital, Inc. The Company expects the intellectual property to bring value to the Company for the first six years of its service and as such the software is classified as a definitive asset and is amortized over a 6-year period. As of June 30, 2014, the accumulated amortization is $6,387 and the carrying value is $243,613.

Note 6 – Mineral Claims

On April 1, 2009, the Company acquired certain assets of First Light Resources, Inc. (“First Light”), namely nine 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 nine 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 nine 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 nine mineral claims were allowed to lapse in fiscal 2009 and four claims remain in good standing as of March 31, 2014. 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 June 30, 2014, $3,356 is due to related parties as compared to $102,991 for the period ended June 30, 2013. The decrease is due to writing off old debt due to vendor/client relationship.

The Company is indebted to shareholders for $4,540 as of June 30, 2014 ($4,540 as of June 30, 2013), which is unsecured, non-interest bearing and is due on demand.

Note 8 – Due to Former Related Party

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

On October 11, 2013, Direct Capital acquired the debt and the Company executed an unsecured promissory note.

As of June 30, 2014, $nil is due to Former Related Parties (June 30, 2013 - $190,084).

Note 9 – Convertible Notes Payable


		June 30,	June 30,
		2014	2013
Adar Bays Note #1		50,000	-
Adar Bays Note #2		150,000	-
Asher Note #2		-	20,500
Asher Note #3		-	32,500
Asher Note #4		-	37,500
Asher Note #5		-	-
Classic Capital Note #1		150,000	-
Classic Capital Note #2		50,000	-
Classic Capital Note #3		50,000	-
Coventry Note #1		-	-
Direct Capital Note #1		-	-
Direct Capital Note #2		-	-
Direct Capital Note #3		11,000	-
Direct Capital Note #4		11,000	-
Direct Capital Note #5		11,000	-
Direct Capital Note #6		46,215	-
Direct Capital Note #7		75,089	-
Direct Capital Note #8		-	-
Direct Capital Note #9		-	-
Direct Capital Note #10		16,000	-
Direct Capital Note #11		16,000	-
Direct Capital Note #12		16,000	-
Direct Capital Note #13		16,000	-
Direct Capital Note #14		48,000	-
Direct Capital Note #15		71,237	-
Gel Properties Note #1		-	30,000
Gel Properties Note #2		-	-
Gel Properties Note #3		60,600	-
JMJ Note #1		33,300	-
JMJ Note #2		83,250	-
KBM Worldwide Note #1		37,500	-
LG Capital Note #1		30,000	-
LG Capital Note #2		-	-
LG Capital Note #3		27,000	-
LG Capital Note #4		40,000	-
New Venture Note #1		50,000	-
Prolific Note #1		20,000	-
Union Capital Note #1		28,516	-
Union Capital Note #2		97,000	-
		$ 1,294,708	$ 120,500
	Debt discount	(263,546)	(16,400)
	Accrued interest	62,404	3,085
		$ 1,093,566	$ 107,185

Adar Bays, LLC Note #1

On May 19, 2014, the Company issued a convertible promissory note to Adar Bays, LLC. Under the terms of the note, the Company has borrowed a total of $50,000 from Adar Bays, LLC, which accrues interest at an annual rate of 8% and has a maturity date of May 19, 2015. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $460 (year ended June 30, 2013 - $0) in interest expense.

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

F-13

After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 60% of the market price, where market price is defined as “the lowest closing bid price on the OTCBB for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company.”

As of June 30, 2014, principal balance of $50,000 (June 30, 2013 - $0), accrued interest of $460 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

Adar Bays, LLC Note #2

On May 27, 2014, the Company issued a convertible promissory note to Adar Bays, LLC. Under the terms of the note, the Company has borrowed a total of $150,000 from Adar Bays, LLC, which accrues interest at an annual rate of 8% and has a maturity date of May 27, 2015. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $1,118 (year ended June 30, 2013 - $0) in interest expense.

As of June 30, 2014, principal balance of $150,000 (June 30, 2013 - $0), accrued interest of $1,118 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

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 year ended June 30, 2014, the Company accrued $0 (year ended June 30, 2013 - $1,341) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $99,348 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 year ended June 30, 2014, the Company recorded a gain of $68,008 (year ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $16,400 (year ended June 30, 2013 - $16,100) was accreted to the statement of operations.

During the year ended June 30, 2014, the Company issued 12,871,237 common shares upon the conversion of $20,500 of the principal balance and $1,300 interest, and $31,340 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of June 30, 2014, principal balance of $0 (June 30, 2013 – $20,500), accrued interest of $0 (June 30, 2013 - $1,341), debt discount of $0 (June 30, 2013 - $16,400) and a derivative liability of $0 (June 30, 2013 - $99,348) 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 year ended June 30, 2014, the Company accrued $224 (year ended June 30, 2013 - $1,076) in interest expense.

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

F-14

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 year ended June 30, 2014, the Company recorded a loss of $33,554 (year ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $32,500 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

During the year ended June 30, 2014, the Company issued 57,091,170 common shares upon the conversion of $32,500 of the principal balance and $1,300 in interest, and $81,791 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of June 30, 2014, principal balance of $0 (June 30, 2013 - $32,500), accrued interest of $0 (June 30, 2013 - $1,076), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

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 year ended June 30, 2014, the Company accrued $842 (year ended June 30, 2013 - $658) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $50,735 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 year ended June 30, 2014, the Company recorded a gain of $10,696 (year ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $37,500 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

During the year ended June 30, 2014, the Company issued 63,661,604 common shares upon the conversion of $37,500 of the principal balance and $1,500 in interest, and $40,039 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of June 30, 2014, principal balance of $0 (June 30, 2013 - $37,500), accrued interest of $0 (June 30, 2013 - $658), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

Asher Note #5

On October 4, 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 $21,135 from Asher, which accrues interest at an annual rate of 8% and has a maturity date of July 8, 2014. The Asher Note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $845 (year ended June 30, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $159,301 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.

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

F-15

During the year ended June 30, 2014, the Company recorded a loss of $44,351 (year ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $21,135 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

During the year ended June 30, 2014, the Company issued 25,059,567 common shares upon the conversion of $21,135 of the principal balance and $845 in interest, and $203,652 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of June 30, 2014, principal balance of $0 (June 30, 2013 - $0), accrued interest of $0 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

Classic Capital Note #1

On May 5, 2014, the Company issued a convertible promissory note to Classic Capital Inc. Under the terms of the note, the Company has borrowed a total of $150,000 from Classic Capital Inc., which accrues interest at an annual rate of 8% and has a maturity date of May 5, 2015. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $1,841 (year ended June 30, 2013 - $0) in interest expense.

After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 70% of the market price, where market price is defined as “the lowest closing bid price on the OTCBB for any of the fifteen trading days including the day upon which a Notice of Conversion is received by the Company.”

As of June 30, 2014, principal balance of $150,000 (June 30, 2013 - $0), accrued interest of $1,841 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

Classic Capital Note #2

On May 31, 2014, the Company issued a convertible promissory note to Classic Capital Inc. Under the terms of the note, the Company has borrowed a total of $50,000 from Classic Capital Inc., which accrues interest at an annual rate of 8% and has a maturity date of May 31, 2015. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $329 (year ended June 30, 2013 - $0) in interest expense.

As of June 30, 2014, principal balance of $50,000 (June 30, 2013 - $0), accrued interest of $329 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

Classic Capital Note #3

On June 30, 2014, the Company issued a convertible promissory note to Classic Capital Inc. Under the terms of the note, the Company has borrowed a total of $50,000 from Classic Capital Inc., which accrues interest at an annual rate of 8% and has a maturity date of June 30, 2015. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $0 (year ended June 30, 2013 - $0) in interest expense.

As of June 30, 2014, principal balance of $50,000 (June 30, 2013 - $0), accrued interest of $0 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

Coventry Enterprises Note #1

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

F-16

On January 31, 2014, the Company arranged a debt swap under which a Direct Capital note for $50,000 was transferred to Coventry Enterprises, LLC. The promissory note is unsecured, bears interest at 6% per annum and matures on January 31, 2015. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $0 (year ended June 30, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $171,962 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 year ended June 30, 2014, the Company recorded a gain of $117,103 (year ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $50,000 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

During the year ended June 30, 2014, the Company issued 92,556,773 common shares upon the conversion of $50,000 of the principal balance and $54,859 of the derivative liability was re-classified as additional paid in capital upon conversion.

Direct Capital Group Note #1

On December 15, 2012 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $70,267. The promissory note is unsecured, bears interest at 6% per annum, and matures on June 15, 2013. Any principal amount not paid by the maturity date bears interest at 12% per annum. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $2,403 (year ended June 30, 2013 - $0) in interest expense.

On June 28, 2013, the Company transferred the note balance of $70,267 to Gel Properties, LLC.

As of June 30, 2014, principal balance of $0 (June 30, 2013 - $0), accrued interest of $2,403 (June 30, 2013 - $0) and debt discount of $0 (June 30, 2013 - $0) was recorded.

Direct Capital Group Note #2

On December 31, 2012, the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $165,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on December 31, 2012. Any principal amount not paid by the maturity date bears interest at 22% per annum. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $47,664 (year ended June 30, 2013 - $0) in interest expense.

On May 24, 2013, the Company issued one share of preferred stock to settle debt of $165,000. This certificate has been canceled and the remaining value of the note was reinstated.

On February 26, 2014, the Company transferred $60,000 of the note to LG Capital Funding, LLC. On May 27, 2014, the Company transferred $75,000 of the note to Gel Properties, LLC. On May 27, 2014, the Company transferred $30,000 in principal and $18,516 in interest of the note for a total of $48,516 to Union Capital, LLC.

As of June 30, 2014, principal balance of $0 (June 30, 2013 - $0), accrued interest of $29,148 (June 30, 2013 - $0) and debt discount of $0 (June 30, 2013 - $0) was recorded.

Direct Capital Group Note #3

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

F-17

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. Any principal amount not paid by the maturity date bears interest at 22% per annum. 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 year ended June 30, 2014, the Company accrued $1,429 (June 30, 2013 - $0) 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 year ended June 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $11,000 (June 30, 2013 - $0) was recorded in the financial statements, with a corresponding increase to additional paid in capital and debt discount of $11,000 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

As of June 30, 2014, principal balance of $11,000 (June 30, 2013 - $0), accrued interest of $1,429 (June 30, 2013 - $0) and debt discount of $0 (June 30, 2013 - $0) was recorded.

Direct Capital Group Note #4

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. Any principal amount not paid by the maturity date bears interest at 22% per annum. 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 year ended June 30, 2014, the Company accrued $1,236 (June 30, 2013 - $0) in interest expense.

As of June 30, 2014, principal balance of $11,000 (June 30, 2013 - $0), accrued interest of $1.236 (June 30, 2013 - $0) and debt discount of $0 (June 30, 2013 - $0) was recorded.

Direct Capital Group Note #5

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. Any principal amount not paid by the maturity date bears interest at 22% per annum. 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 year ended June 30, 2014, the Company accrued $1,031 (June 30, 2013 - $0) in interest expense.

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

F-18

additional paid in capital and debt discount of $11,000 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

As of June 30, 2014, principal balance of $11,000 (June 30, 2013 - $0), accrued interest of $1,031 (June 30, 2013 - $0) and debt discount of $0 (June 30, 2013 - $0) was recorded.

Direct Capital Group Note #6

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 April 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. 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 year ended June 30, 2014, the Company accrued $4,330 (June 30, 2013 - $0) in interest expense.

During the year ended June 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $46,215 (June 30, 2013 - $0) was recorded in the financial statements, with a corresponding increase to additional paid in capital and debt discount of $46,215 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

As of June 30, 2014, principal balance of $46,215 (June 30, 2013 - $0), accrued interest of $4,330 (June 30, 2013 - $0) and debt discount of $0 (June 30, 2013 - $0) was recorded.

Direct Capital Group Note #7

On October 11, 2013, the Company arranged a debt swap whereas Direct Capital Group acquired the debt from a former related party in the amount $190,084. The promissory note is unsecured, bears interest at 6% per annum. During the year ending June 30, 2014, the Company accrued $5,528 (year ended June 30, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $218,091 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 year ended June 30, 2014, the Company recorded a gain of $46,708 (year ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $190,084 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

On January 31, 2014, the Company transferred $50,000 of the note to Coventry Enterprises, LLC and $25,000 of the note to Prolific Group, LLC.

During the year ended June 30, 2014, the Company issued 64,274,468 common shares upon the conversion of $39,995 of the principal balance and $84,116 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of June 30, 2014, principal balance of $75,089 (June 30, 2013 - $0), accrued interest of $5,528 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $87,268 (June 30, 2013 - $0) was recorded.

Direct Capital Group Note #8

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

F-19

On October 31, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on May 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. 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 year ended June 30, 2014, the Company accrued $1,040 (June 30, 2013 - $0) in interest expense.

During the year ended June 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $16,000 (June 30, 2013 - $0) was recorded in the financial statements, with a corresponding increase to additional paid in capital and debt discount of $16,000 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

On June 12, 2013, the Company transferred the note balance of $16,000 to LG Capital Funding, LLC.

As of June 30, 2014, principal balance of $0 (June 30, 2013 - $0), accrued interest of $1,040 (June 30, 2013 - $0) and debt discount of $0 (June 30, 2013 - $0) was recorded.

Direct Capital Group Note #9

On November 30, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on June 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. 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 year ended June 30, 2014, the Company accrued $745 (June 30, 2013 - $0) in interest expense.

On June 12, 2013, the Company transferred the note balance of $16,000 to LG Capital Funding, LLC.

As of June 30, 2014, principal balance of $0 (June 30, 2013 - $0), accrued interest of $745 (June 30, 2013 - $0) and debt discount of $0 (June 30, 2013 - $0) was recorded.

Direct Capital Group Note #10

On December 31, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. 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 year ended June 30, 2014, the Company accrued $631 (June 30, 2013 - $0) in interest expense.

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

F-20

During the year ended June 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $16,000 (June 30, 2013 - $0) was recorded in the financial statements, with a corresponding increase to additional paid in capital and debt discount of $15,956 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

As of June 30, 2014, principal balance of $16,000 (June 30, 2013 - $0), accrued interest of $631 (June 30, 2013 - $0) and debt discount of $44 (June 30, 2013 - $0) was recorded.

Direct Capital Group Note #11

On January 31, 2014 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on August 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. 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 year ended June 30, 2014, the Company accrued $526 (June 30, 2013 - $0) in interest expense.

During the year ended June 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $16,000 (June 30, 2013 - $0) was recorded in the financial statements, with a corresponding increase to additional paid in capital and debt discount of $14,099 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

As of June 30, 2014, principal balance of $16,000 (June 30, 2013 - $0), accrued interest of $526 (June 30, 2013 - $0) and debt discount of $1,901 (June 30, 2013 - $0) was recorded.

Direct Capital Group Note #12

On February 28, 2014 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on September 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. 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 year ended June 30, 2014, the Company accrued $428 (June 30, 2013 - $0) in interest expense.

During the year ended June 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $16,000 (June 30, 2013 - $0) was recorded in the financial statements, with a corresponding increase to additional paid in capital and debt discount of $11,464 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

As of June 30, 2014, principal balance of $16,000 (June 30, 2013 - $0), accrued interest of $428 (June 30, 2013 - $0) and debt discount of $4,536 (June 30, 2013 - $0) was recorded.

Direct Capital Group Note #13

On March 31, 2014 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on October 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was

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

F-21

handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended June 30, 2014, the Company accrued $319 (June 30, 2013 - $0) in interest expense.

During the year ended June 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $16,000 (June 30, 2013 - $0) was recorded in the financial statements, with a corresponding increase to additional paid in capital and debt discount of $7,913 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

As of June 30, 2014, principal balance of $16,000 (June 30, 2013 - $0), accrued interest of $319 (June 30, 2013 - $0) and debt discount of $8,087 (June 30, 2013 - $0) was recorded.

Direct Capital Group Note #14

On April 30, 2014 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $48,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on November 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. 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 year ended June 30, 2014, the Company accrued $642 (June 30, 2013 - $0) in interest expense.

During the year ended June 30, 2014 interest expense relating to the beneficial conversion feature of this convertible note of $48,000 (June 30, 2013 - $0) was recorded in the financial statements, with a corresponding increase to additional paid in capital and debt discount of $15,827 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

As of June 30, 2014, principal balance of $48,000 (June 30, 2013 - $0), accrued interest of $642 (June 30, 2013 - $0) and debt discount of $32,173 (June 30, 2013 - $0) was recorded.

Direct Capital Group Note #15

On June 1, 2014 the Company entered into a Promissory Note with Direct Capital Group in the sum of $71,237. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

During the year ended June 30, 2014, the Company accrued $453 (June 30, 2013 - $0) in interest expense.

As of June 30, 2014, principal balance of $71,237 (June 30, 2013 - $0) and accrued interest of $453 (June 30, 2013 - $0) was recorded.

Gel Properties Note #1

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 year ended June 30, 2014, the Company accrued $1,543 (year ended June 30, 2013 - $10) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $33,641 being the fair value of the conversion feature which was determined using the Black-Scholes valuation

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

F-22

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 year ended June 30, 2014, the Company recorded a loss of $29,779 (year ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $30,000 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

During the year ended June 30, 2014, the Company issued 28,453,891 common shares upon the conversion of $30,000 of the principal balance and $1,553 of interest, and $63,420 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of June 30, 2014, principal balance of $0 (June 30, 2013 - $30,000), accrued interest of $0 (June 30, 2013 - $10), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

Gel Properties Note #2

On June 28, 2013, the Company arranged a debt swap under which a Direct Capital note for $70,267 was transferred to Gel Properties, LLC. The promissory note is unsecured, bears interest at 6% per annum and matures on June 28, 2014. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $2,869 (year ended June 30, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active, the Company recorded a debt discount and derivative liability of $75,173, 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 year ended June 30, 2014, the Company recorded a loss of $51,380 (year ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $70,267 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

During the year ended June 30, 2014, the Company issued 157,829,310 common shares upon the conversion of $70,267 of the principal balance and $2,869 of interest, and $126,553 of the derivative liability was re-classified as additional paid in capital upon conversion.

Gel Properties Note #3

On May 27, 2014, the Company arranged a debt swap under which a Direct Capital note for $75,000 was transferred to Gel Properties, LLC. The promissory note is unsecured, bears interest at 6% per annum and matures on May 27, 2015. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $511 (year ended June 30, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active, the Company recorded a debt discount and derivative liability of $161,019, 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 year ended June 30, 2014, the Company recorded a gain of $60,495 (year ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $20,045 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

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

F-23

During the year ended June 30, 2014, the Company issued 20,166,667 common shares upon the conversion of $14,400 of the principal balance, and $23,134 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of June 30, 2014, principal balance of $60,600 (June 30, 2013 - $0), accrued interest of $511 (June 30, 2013 - $0), debt discount of $54,955 (June 30, 2013 - $0) and a derivative liability of $77,390 (June 30, 2013 - $0) was recorded.

JMJ Financial Note #1

On July 18, 2013, the Company issued a convertible promissory note to JMJ Financial, LLC. Under the terms of the note, the Company borrowed $27,750 on July18, 2013 and $33,300 on February 20, 2014 for a total of $61,050 from JMJ Financial. In the event the Company does not repay note on or within 90 days of the date the funds were distributed, a one-time interest charge of 12% will be applied to the principal balance. The note has a maturity date of July 18, 2014 for the first payment and February 20, 2015 for the second payment. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $7,326 (year ended June 30, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $76,527 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 year ended June 30, 2014, the Company recorded a loss of $11,071 (year ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $39,610 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

During the year ended June 30, 2014, the Company issued 86,600,000 common shares upon the conversion of $27,750 of the principal balance and $3,300 of interest, and $42,569 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of June 30, 2014, principal balance of $33,300 (June 30, 2013 - $0), accrued interest of $3,996 (June 30, 2013 - $0), debt discount of $21,440 (June 30, 2013 - $0) and a derivative liability of $45,029 (June 30, 2013 - $0) was recorded.

JMJ Financial Note #2

On April 16, 2014, the Company issued a convertible promissory note to JMJ Financial, LLC. Under the terms of the note, the Company borrowed $49,950 on April 16, 2014 and $33,300 on June 23, 2014 for a total of $83,250 from JMJ Financial. In the event the Company does not repay note on or within 90 days of the date the funds were distributed, a one-time interest charge of 12% will be applied to the principal balance. The note has a maturity date of April 16, 2015 for the first payment and June 23, 2015 for the second payment. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $0 (year ended June 30, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $414,278 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 year ended June 30, 2014, the Company recorded a gain of $301,708 (year ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $10,903 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

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

F-24

As of June 30, 2014, principal balance of $83,250 (June 30, 2013 - $0), accrued interest of $0 (June 30, 2013 - $0), debt discount of $72,347 (June 30, 2013 - $0) and a derivative liability of $112,570 (June 30, 2013 - $0) was recorded.

KBM Worldwide Note #1

On April 11, 2014, the Company issued a convertible promissory note to KBM Worldwide, Inc. Under the terms of the note, the Company has borrowed a total of $37,500 from KBM Worldwide, Inc., which accrues interest at an annual rate of 8% and has a maturity date of January 15, 2015. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $658 (year ended June 30, 2013 - $0) in interest expense.

After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 58% of the market price, where market price is defined as “the average of the lowest three trading prices during the ten trading days prior to the conversion date.”

As of June 30, 2014, principal balance of $37,500 (June 30, 2013 - $0), accrued interest of $658 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

LG Capital Note #1

On February 26, 2014, the Company executed an Unsecured Promissory Note to LG Capital Funding, LLC. Under the terms of the note, the Company has borrowed a total of $30,000, which accrues interest at an annual rate of 8% and has a maturity date of February 26, 2015. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $815 (year ended June 30, 2013 - $0) in interest expense.

After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 55% of the market price, where market price is defined as “the lowest closing bid price on the OTCBB for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company.”

As of June 30, 2014, principal balance of $30,000 (June 30, 2013 - $0), accrued interest of $815 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

LG Capital Note #2

On February 26, 2014, the Company arranged a debt swap under which a Direct Capital note for $60,000 was transferred to LG Capital Funding, LLC. The promissory note is unsecured, bears interest at 8% per annum and matures on February 26, 2015. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $476 (year ended June 30, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $90,113 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 year ended June 30, 2014, the Company recorded a loss of $336,716 (year ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $60,000 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

During the year ended June 30, 2014, the Company issued 209,177,486 common shares upon the conversion of $60,000 of the principal balance and $476 in interest, and $426,828 of the derivative liability was re-classified as additional paid in capital upon conversion.

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

F-25

LG Capital Note #3

On June 12, 2014, the Company arranged a debt swap under which two Direct Capital notes for $16,000 each was transferred to LG Capital Funding, LLC for a total amount of $32,000. The promissory note is unsecured, bears interest at 8% per annum and matures on June 12, 2015. The note also contains customary events of default.

During the year ended June 30, 2014, the Company accrued $121 (year ended June 30, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $53,930 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 year ended June 30, 2014, the Company recorded a gain of $7,782 (year ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $1,578 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

During the year ended June 30, 2014, the Company issued 4,558,405 common shares upon the conversion of $5,000 of the principal balance and $14 in interest, and $7,973 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of June 30, 2014, principal balance of $27,000 (June 30, 2013 - $0), accrued interest of $107 (June 30, 2013 - $0), debt discount of $30,422 (June 30, 2013 - $0) and a derivative liability of $38,176 (June 30, 2013 - $0) was recorded.

LG Capital Note #4

On June 12, 2014, the Company executed an Unsecured Promissory Note to LG Capital Funding, LLC. Under the terms of the note, the Company has borrowed a total of $40,000, which accrues interest at an annual rate of 8% and has a maturity date of June 12, 2015. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $158 (year ended June 30, 2013 - $0) in interest expense.

After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 55% of the market price, where market price is defined as “the lowest closing bid price on the OTCBB for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company.”

As of June 30, 2014, principal balance of $40,000 (June 30, 2013 - $0), accrued interest of $158 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

New Venture Attorneys Note #1

On April 1, 2014, the Company executed an Unsecured Promissory Note to New Venture Attorneys PC. Under the terms of the note, the Company has borrowed a total of $50,000, which accrues interest at an annual rate of 8% and has a maturity date of April 1, 2015. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $986 (year ended June 30, 2013 - $0) in interest expense.

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

F-26

bid price on the OTCBB for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company.”

As of June 30, 2014, principal balance of $50,000 (June 30, 2013 - $0), accrued interest of $986 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

Prolific Group Note #1

On January 31, 2014, the Company arranged a debt swap under which a Direct Capital note for $25,000 was transferred to Prolific Group, LLC. The promissory note is unsecured, bears interest at 6% per annum and matures on January 31, 2015. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $535 (year ended June 30, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $85,981 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 year ended June 30, 2014, the Company recorded a gain of $39,842 (year ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $13,219 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

During the year ended June 30, 2014, the Company issued 55,550,836 common shares upon the conversion of $5,000 of the principal balance and $22,895 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of June 30, 2014, principal balance of $20,000 (June 30, 2013 - $0), accrued interest of $535 (June 30, 2013 - $0), debt discount of $11,781 (June 30, 2013 - $0) and a derivative liability of $23,245 (June 30, 2013 - $0) was recorded.

Union Capital Note #1

On May 27, 2014, the Company arranged a debt swap under which a Direct Capital note for $48,516 was transferred to Union Capital, LLC. The promissory note is unsecured, bears interest at 8% per annum and matures on May 27, 2015. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $280 (year ended June 30, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $104,160 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 year ended June 30, 2014, the Company recorded a gain of $37,154 (year ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $22,656 (year ended June 30, 2013 - $0) was accreted to the statement of operations.

During the year ended June 30, 2014, the Company issued 20,000,000 common shares upon the conversion of $20,000 of the principal balance and $30,590 of the derivative liability was re-classified as additional paid in capital upon conversion.

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

F-27

As of June 30, 2014, principal balance of $28,516 (June 30, 2013 - $0), accrued interest of $280 (June 30, 2013 - $0), debt discount of $25,860 (June 30, 2013 - $0) and a derivative liability of $36,417 (June 30, 2013 - $0) was recorded.

Union Capital Note #2

On May 27, 2014, the Company executed an Unsecured Promissory Note to Union Capital, LLC. Under the terms of the note, the Company has borrowed a total of $97,000, which accrues interest at an annual rate of 8% and has a maturity date of May 27, 2015. The note also contains customary events of default. During the year ended June 30, 2014, the Company accrued $723 (year ended June 30, 2013 - $0) in interest expense.

As of June 30, 2014, principal balance of $97,000 (June 30, 2013 - $0), accrued interest of $723 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

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 common stock price.

During the year ending June 30, 2014, $434,047 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:


	June 30,
	2014
Balance, beginning of year	$ 99,348
Initial recognition of derivative liability	1,743,149
Fair value change in derivative liability	(182,644)
Conversion of derivative liability to APIC
Asher Note #2	(31,340)
Asher Note #3	(81,791)
Asher Note #4	(40,039)
Asher Note #5	(203,652)
Coventry Note #1	(54,859)
Direct Capital Note #7	(84,116)
Gel Note #1	(63,420)
Gel Note #2	(126,553)
Gel Note #3	(23,134)
JMJ Note #1	(42,569)
LG Capital Note #2	(426,828)
LG Capital Note #3	(7,973)
Prolific Note #1	(22,895)
Union Capital Note #1	(30,590)
Balance as of June 30, 2014	$ 420,094

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 September 19, 2013 to September 26, 2013, partial conversion of 1 Convertible Preferred share was converted to 45,000,000 shares of common stock. This 1 Convertible Preferred share was cancelled and the remaining value of $165,000 was reinstated.

On May 12, 2014, the Company issued 30,000,000 shares to Rancho Capital Management.

From July 1, 2013 to June 30, 2014, the holders of convertible notes converted a total of $391,649 of principal and interest into 897,851,414 shares of common stock.

As of June 30, 2014 the Company has authorized 7,500,000,000 shares of common stock, of which 1,111,867,520 shares are issued and outstanding.

Note 12 –Preferred Stock

As of June 30, 2014, the Company has authorized 50,000,000 shares of preferred stock, of which 110,000 shares are issued and outstanding.

Note 13 – 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:


	June 30,
	2014	2013
Operating loss for the year ended June 30	$ (2,103,826)	$ (643,254)
Average statutory tax rate	34%	34%
Expected income tax provisions	$ (715,301)	$ (218,706)
Unrecognized tax loses	(715,301)	(218,706)
Income tax expense	$ -	$ -

The Company has net operating losses carried forward of approximately $2,991,369 for tax purposes which will expire in 2025 if not utilized beforehand.

Note 14 – Subsequent Events

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

F-29

On July 2, 2014, the holder of a convertible note converted a total of $1,000 of principal into 10,000,000 shares of common stock at a price of $.0001.

On July 8, 2014, the holder of a convertible note converted a total of $1,000 of principal into 25,000,000 shares of common stock at a price of $.0004.

On July 11, 2014, the holder of a convertible note converted a total of $5,026 of principaland interest into 5,077,072 shares of common stock at a price of $.00099.

On July 16, 2014, the holder of a convertible note converted a total of $1,000 of principal into 10,000,000 shares of common stock at a price of $.0001.

On July 16, 2014, the holder of a convertible note converted a total of $150 of principal into 15,000,000 shares of common stock at a price of $.00001.

On July 22, 2014, the holder of a convertible note converted a total of $5,060 of principaland interest into 5,111,387 shares of common stock at a price of $.00099.

On July 30, 2014, the holder of a convertible note converted a total of $1,000 of principal into 10,000,000 shares of common stock at a price of $.0001.

On August 5, 2014, the holder of a convertible note converted a total of $3,268 of principaland interest into 3,026,134 shares of common stock at a price of $.00108.

On August 8, 2014, the holder of a convertible note converted a total of $1,000 of principal into 10,000,000 shares of common stock at a price of $.0001.

On August 12, 2014, the holder of a convertible note converted a total of $500 of principal into 50,000,000 shares of common stock at a price of $.00001.

On August 18, 2014, the holder of a convertible note converted a total of $1,000 of principal into 15,000,000 shares of common stock at a price of $.0000667.

On August19, 2014, the holder of a convertible note converted a total of $1,000 of principal into 10,000,000 shares of common stock at a price of $.0001.

On August 22, 2014, the holder of a convertible note converted a total of $12,500 of principal into 25,000,000 shares of common stock at a price of $.0005.

On August 27, 2014, the holder of a convertible note converted a total of $1,000 of principal into 20,000,000 shares of common stock at a price of $.00005.

On August 27, 2014, the holder of a convertible note converted a total of $1,000 of principal into 30,000,000 shares of common stock at a price of $.0000333.

On September 9, 2014, the holder of a convertible note converted a total of $12,000 of principal into 30,000,000 shares of common stock at a price of $.0004.

On September 11, 2014, the holder of a convertible note converted a total of $1,000 of principal into 18,000,000 shares of common stock at a price of $.000055.

On September 15, 2014, the holder of a convertible note converted a total of $1,000 of principal into 60,000,000 shares of common stock at a price of $.0000167.

On September 22, 2014, the holder of a convertible note converted a total of $1,003 of principal into 6,685,909 shares of common stock at a price of $.00015.

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

F-30

On September 23, 2014, the holder of a convertible note converted a total of $5,107 of principaland interest into 15,476,969 shares of common stock at a price of $.00033.

On September 24, 2014, the holder of a convertible note converted a total of $12,796 of principal into 42,653,333 shares of common stock at a price of $.0003.

On September 24, 2014, the holder of a convertible note converted a total of $10,000 of principal into 50,000,000 shares of common stock at a price of $.0002.

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

F-25

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Effective on or about February 14, 2013, the Company terminated the services of its principal independent auditor, John Kinross-Kennedy (the “Former Accountant”).

In the Former Accountant’s principal accountant’s report on the Company’s financial statements for its fiscal years ended June 30, 2012 and 2011, no adverse opinion or disclaimer of opinion was issued and no opinion of the Former Accountant was modified as to audit scope or accounting principles. Our Former Accountant’s report on the Company’s financial statements for the years ended June 30, 2012 and 2011, as reported in the registrant’s Form 10-K that was filed with the Securities and Exchange Commission on October 2, 2012, contained a paragraph concerning uncertainty as to the Company’s ability to continue as a going concern. The financial statements did not include any adjustments that might have resulted from the outcome of this uncertainty.

The change in auditor was recommended, approved and ratified by the Company's Board of Directors.

Since the Company’s inception on April 11, 2011, through its most recent fiscal year ended June 30, 2012, and subsequent interim periods preceding this change of independent auditors, the Company is not aware of any disagreements with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

The Company is not aware of any reportable events (as defined in Item 304(a)(iv) or (v) of Regulation S-K) that have occurred during the two most recent fiscal years and the interim periods preceding the dismissal of the Former Accountant.

The Company has engaged the firm of Anton Chia, (the “New Accountant”), as its new principal independent accountant effective February 14, 2013, to audit our financial records. During the two most recent fiscal years and the interim period preceding the appointment of the New Accountant, we have not consulted the New Accountant regarding either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to the Company that the Company considered an important factor in reaching a decision as to the accounting or financial reporting issue; or any matter that was either the subject of a disagreement or event (as defined in Item 304(a)(iv) or (v) of Regulation S-K).

A copy of the Former Accountant’s letter provided to the Company was filed with the SEC on our Quarterly Report, dated February 14, 2013.

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 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 this Report.

New Independent Registered Public Accounting Firm

As of November 2013, the Company engaged a new independent registered auditor, W. T. Uniack& Co., CPA’s, P.C.

W.T. Uniack& Co., CPA’s P.C., currently, is the Company’s independent registered auditing firm (“Uniack”). As of the date of this annual report, Uniack has not provided its report regarding the financial statements included in this annual report.

We believe that we have provided Uniack all of the information it needs to provide its report in a timely manner. Despite numerous requests therefor, Uniack has been particularly unresponsive to our inquiries and requests regarding the status of its report; and, in that regard, Uniack will not provide us with the date that it anticipates that it will provide us with its report regarding those financial statements. Uniack’s unprofessionalism and lack of cooperation regarding our financial statements may subject us to various undesired, negative consequences, which could affect our operations and reduce our profitability.

A copy of the Former Accountant’s letter provided to the Company was filed with the SEC on our Current Report, dated October 25, 2013.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, including the Chief Executive Officer who also serves as our Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Inasmuch as we only have one individual serving as our officer, director and employee we have determined that the Company has, per se, inadequate controls and procedures over financial reporting.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: domination of management by a single individual without adequate compensating controls, inadequate segregation of duties consistent with control objectives, and lack of an audit committee. These material weaknesses were identified by our Chief Executive who also serves as our Financial Officer in connection with the above annual evaluation.

Management believes that the material weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and inadequate segregation of duties results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management recognizes that its controls and procedures would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking to remediate this issue. Management believes that the material weakness in its controls and procedures referenced did not have an effect on our financial results. Based on that evaluation, the Chief Executive Office who also serves as our Principal Financial Officer concluded that the disclosure controls and procedures are ineffective.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on the assessment, management concluded that, as of June 30, 2014, the Company’s internal control over financial reporting is ineffective based on those criteria.

The Company’s management, including its Chief Executive Officer, who also serves as our Principal Financial Officer, does not expect that the Company’s disclosure controls and procedures and its internal control processes will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We will work 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

There have been no changes in internal controls over the financial reporting that occurred during the period ending June 30, 2014, that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

ITEM 9B. OTHER INFORMATION.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.

Identification of Directors and Executive Officers

The following table sets forth the names and ages of our current directors and executive officers:



Name	Age	Position with the Company	Director Since
Brett Everett	36	President, Treasurer, Secretary, & Director	November 2, 2011

The Board of Directors has no nominating, audit or compensation committee at this time.

Term of Office

Each director is elected by the Board of Directors and serves until his or her successor is elected and qualified, unless he or she resigns or is removed earlier. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is earlier removed from office or resigns.

Background and Business Experience

The business experience during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:

Brett Everett - From February 2008 to the present, Mr. Everett has worked as an asset manager for First Capital Financial Group, Inc., where he manages real estate portfolios. Mr. Everett is also the founder and President of First Capital Group, Inc. where he created online, marketing, and direct mail marketing campaigns for the company. Mr. Everett has a Bachelor’s of Arts in Public Administration from San Diego State University.

Resignation of Director

On or about September 11, 2011, Michael Lee, a member of the Board of Directors of the Company, submitted his resignation to pursue other interests, effective immediately. The Board of Directors accepted Mr. Lee’s resignation and thanked him for his service to the Company as a director. Mr. Lee’s resignation is not due to any disagreements with the Company or any officer or director of the Company.

Identification of Significant Employees

We have no significant employees, other than Brett Everett, our President, Chief Executive Officer, and Director.

Family Relationship

We currently do not have any officers or directors of our Company who are related to each other.

Involvement in Certain Legal Proceedings

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

(1)

A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2)

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.

Engaging in any type of business practice; or

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4)

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5)

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6)

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7)

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation; or

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8)

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee and Audit Committee Financial Expert

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

The Company intends to establish an audit committee of the Board of Directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s Board of Directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Code of Ethics

We have adopted a Code of Ethics (the “Code”) that applies to our directors, officers and employees, including our chief executive officer and chief financial officer. A written copy of the Code is available on written request to the Company.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended June 30, 2014, Forms 5 and any amendments thereto furnished to us with respect to the year ended June 30, 2014, and the representations made by the reporting persons to us, we believe that during the year ended June 30, 2014, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

ITEM 11. EXECUTIVE COMPENSATION

The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our officers and directors for the fiscal years ended June 30, 2014 and 2013. Our Board of Directors may adopt an incentive stock option plan for our executive officers that would result in additional compensation.

Summary Compensation Table


Name and Principal Position	Fiscal Year Ended 6/30	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Brett Everett⁽¹⁾ President, CEO, CFO, Secretary, Treasurer and Director	2014	$	-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2013	$	-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

(1)

The Company’s officer and directors currently devote approximately 20 hours per week to manage the affairs of the Company, including, but not limited to the upkeep of Microelectronics Technology Company and the research and development associated with expanding the Company to new markets. Mr. Everett is the President, Secretary, Treasurer and a Director of the Company.

(2)

Narrative Disclosure to Summary Compensation Table

There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

Outstanding Equity Awards at Fiscal Year-End

No executive officer received any equity awards, or holds exercisable or unexercisable options, as of the year ended June 30, 2014.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Compensation of Directors

Our directors receive no extra compensation for their service on our Board of Directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Management

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of September29, 2014, by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common

stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.



Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership (1) (#)	Percent of Class (2) (%)
Brett Everett 14 MONARCH BAY PLAZA MONARCH BAY, CALIFORNIA 92629	Common	-0-	0%
All Officers and Directors as a Group	Common	-0-	0%
5% Shareholders
	Common	-0-	-0-

(1)

The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

(2)

Based on1,627,898,324 issued and outstanding shares of common stock as of September 29, 2014.

Changes in Control

There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Related Party Transactions

None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manor:

Disclosing such transactions in reports where required;

Disclosing in any and all filings with the SEC, where required;

Obtaining disinterested directors consent; and

Obtaining shareholder consent where required.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, Brett Everett is not an independent director because he is also an executive officer of the Company.Michael Lee is an independent director as he is not also, an officer of the Company.

Review, Approval or Ratification of Transactions with Related Persons

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 14.PRINCIPAL ACCOUNTING FEES AND SERVICES.



		Year Ended June 30, 2014		Year Ended June 30, 2013
Audit fees	$	20,550	$	14,078
Audit-related fees	$		$
Tax fees	$		$
All other fees	$		$
Total	$	20,550	$	14,078

Audit Fees

During the fiscal years ended June 30, 2014, we incurred approximately $20,550 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal years ended June 30, 2014.

During the fiscal year ended June 30, 2013, we incurred approximately $14,078 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended June 30, 2013.

Audit-Related Fees

The aggregate fees billed during the fiscal years ended June 30, 2014 and 2013for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $nil and $nil, respectively.

Tax Fees

The aggregate fees billed during the fiscal years ended June 30, 2014 and 2013for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $nil and $nil, respectively.

All Other Fees

The aggregate fees billed during the fiscal years ended June 30, 2014 and 2013for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $nil and $nil, respectively.

PART IV

ITEM 15.EXHIBITS.

(a)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.
3.1(a)	Amended and Restated Articles of Incorporation, as of March 12, 2014.			Filed herewith.
3.1(b)	Amended and Restated Articles of Incorporation, as of May 27, 2014.			Filed herewith.
3.2	Bylaws			Filed with the SEC on December 12, 2005 as part of our Registration of Securities on Form SB-2.
10.01	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.
10.02	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.
10.03	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.
10.04	Debt Settlement Agreement, by and between the Company and Direct Capital Group, Inc., dated December 31, 2013			Filed with the SEC on February 14, 2013 as part of our Quarterly Report on Form 10-Q.
10.05	Unsecured Promissory note entered into between the Company and Asher Enterprises, dated July 17, 2012			Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.
10.06	Unsecured Promissory note entered into between the Company and Asher Enterprises, dated Dec 12, 2012			Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.
10.07	Unsecured Promissory note entered into between the Company and Direct Capital Group, Inc., dated Dec 31, 2012			Filed herewith.
10.08	Unsecured Promissory note entered into between the Company and Asher Enterprises, dated Jan 30, 2013			Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.
10.09	Unsecured Promissory note entered into between the Company and Asher Enterprises, dated April 12, 2013			Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.
10.10	Convertible Redeemable Note Agreement by and between the Company and Direct Capital Group, Inc., dated May 16, 2013.			Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.
10.11	Debt Settlement Agreement by and between the Company and Direct Capital Group, Inc., dated June 5, 2013.			Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.
10.12	Contract Agreement by and between Cloud Data Corporation our wholly-owned subsidiary and James Oakley, dated Feb 1, 2012			Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.
10.13	Contract Agreement by and between Cloud Data Corporation our wholly-owned subsidiary and Shone Anstey, dated Feb 1, 2012			Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.
10.14	Convertible Promissory Note entered into by and between the Company and Direct Capital dated July 31, 2013			Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.
10.15	Convertible Promissory Note entered into by and between the Company and Direct Capital dated August 31, 2013			Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.
10.16	Convertible Promissory Note entered into by and between the Company and Direct Capital dated September 30, 2013			Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.
10.17	Convertible Promissory Note entered into by and between the Company and Direct Capital dated September 30, 2013			Filed with the SEC on October 15, 2013 as part of our Annual Report on Form 10-K.
10.18	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 31, 2013			Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
10.19	Convertible Promissory Note entered into by and between the Company and Direct Capital dated November 30, 2013			Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
10.20	Convertible Promissory Note entered into by and between the Company and Direct Capital dated December 31, 2013			Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
10.21	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 11, 2013			Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
10.22	Asset/Intellectual Property Purchase Agreement entered into dated May 5, 2014, the effective date.			Filed with the SEC on May 8, 2014 as part of our Current Report on Form 8-K.
10.23	Convertible Promissory Note entered into by and between the Company and Classic Capital, Inc., dated May 5, 2014			Filed with the SEC on May 8, 2014 as part of our Current Report on Form 8-K.
10.24	Employment Agreement by and between the Company and Brett Everett, dated May 15, 2014.			Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.
10.25	Convertible Promissory Note entered into by and between the Company and Direct Capital dated January 31, 2014			Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.
10.26	Convertible Promissory Note entered into by and between the Company and Coventry Enterprises, LLC dated January 31, 2014			Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.
10.27	Convertible Promissory Note entered into by and between the Company and Prolific Group, LLC dated January 31, 2014			Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.
10.28	Convertible Promissory Note entered into by and between the Company and LG Capital Funding, LLC dated February 26, 2014.			Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.
10.29	Convertible Promissory Note entered into by and between the Company and Direct Capital dated February 28, 2014			Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.
10.30	Convertible Promissory Note entered into by and between the Company and Direct Capital dated March 31, 2014			Filed with the SEC on May 20, 2014 as part of our Quarterly Report on Form 10-Q.
10.31	Convertible Promissory Note entered into by and between the Company and New Venture Attorneys, PC dated April 1, 2014			Filed Herewith.
10.32	Convertible Promissory Note entered into by and between the Company and KBM Worldwide, Inc. dated April 11, 2014			Filed Herewith.
10.33	Convertible Promissory Note entered into by and between the Company and JMJ Financial dated April 16, 2014			Filed Herewith.
10.34	Convertible Promissory Note entered into by and between the Company and Direct Capital dated April 30, 2014			Filed Herewith.
10.35	Convertible Promissory Note entered into by and between the Company and Classic Capital, Inc., dated May 5, 2014			Filed Herewith.
10.36	Convertible Promissory Note entered into by and between the Company and Adar Bays, LLC, dated May 19, 2014			Filed Herewith.
10.37	Convertible Promissory Note entered into by and between the Company and Adar Bays, LLC, dated May 27, 2014			Filed Herewith.
10.38	Convertible Promissory Note entered into by and between the Company and Union Capital, LLC, dated May 27, 2014			Filed Herewith.
10.39	Convertible Promissory Note entered into by and between the Company and Union Capital, LLC, dated May 27, 2014			Filed Herewith.
10.40	Convertible Promissory Note entered into by and between the Company and Gel Properties, LLC dated May 27, 2014			Filed Herewith.
10.41	Convertible Promissory Note entered into by and between the Company and Direct Capital dated June 1, 2014			Filed Herewith.
10.42	Convertible Promissory Note entered into by and between the Company and LG Capital Funding, LLC, dated June 12, 2014			Filed Herewith.
10.43	Convertible Promissory Note entered into by and between the Company and LG Capital Funding, LLC, dated June 12, 2014			Filed Herewith.
10.44	Convertible Promissory Note entered into by and between the Company and Direct Capital dated March 31, 2014			Filed Herewith.
10.45	Convertible Promissory Note entered into by and between the Company and Classic Capital dated June 30, 2014			Filed Herewith.
10.46	Convertible Promissory Note entered into by and between the Company and Asher Enterprises dated October 4, 2013			Filed Herewith.
10.47	Convertible Promissory Note entered into by and between the Company and Direct Capital dated December 15, 2012			Filed Herewith.
10.48	Convertible Promissory Note entered into by and between the Company and Gel Properties dated June 28, 2013			Filed Herewith.
10.49	Convertible Promissory Note entered into by and between the Company and LG Capital dated February 26, 2014			Filed Herewith.
14.01	Code of Ethics			Filed with the SEC on August 11, 2006 as part of our Annual Report on Form 10-KSB.
16.01	Representative Letter from John Kinross-Kennedy			Filed with the SEC on February 14, 2013 as part of our Quarterly Report on Form 10-Q.
16.02	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 Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MICROELECTRONICS TECHNOLOGY COMPANY

Dated: October14, 2014

/s/ Brett Everett

By: Brett Everett

Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)

Pursuant to the requirement of the Securities Exchange Act of 1934, 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: October14, 2014

/s/ Brett Everett

Brett Everett– Director

MICROELECTRONICS TECHNOLOGY Co - FORM 10-K - October 14, 2014

Attached files

MICROELECTRONICS TECHNOLOGY Co Reports