Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 10-Q

____________

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

For the quarterly period ended December 31, 2014

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

For the transition period from ______ to _______

Commission File Number 001-32984

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MICROELECTRONICS TECHNOLOGY COMPANY

(Name of small business issuer in its charter)



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

1516 E. Tropicana Avenue

Las Vegas, NV 89119

(Address of principal executive offices)

(888) 681-9777 ext 5

(Registrant’s telephone number)

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

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No[ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



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

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

As of January 5, 2015 there were 4,715,103,282 shares of the registrant’s $0.00001 par value common stock issued and outstanding.

MICROELECTRONICS TECHNOLOGY COMPANY*

TABLE OF CONTENTS



		Page
PART I. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	3

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	37
ITEM 4.	CONTROLS AND PROCEDURES	37


PART II.OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	38

ITEM 1A.	RISK FACTORS	38

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	38

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	39

ITEM 4.	MINE SAFETY DISCLOSURES	39

ITEM 5.	OTHER INFORMATION	39

ITEM 6.	EXHIBITS	39

Special Note Regarding Forward-Looking Statements

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

has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

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

PART I - FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

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MICROELECTRONICS TECHNOLOGY COMPANY

(A Development Stage Company)

Condensed Consolidated Financial Statements

(Expressed in US dollars)

December 31, 2014 (unaudited)

Financial Statement Index

Condensed Consolidated Balance Sheets (unaudited)

Condensed Consolidated Statements of Operations (unaudited) 5

Condensed Consolidated Statements of Cash Flows (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)


Microelectronics Technology Company
(A Development Stage Enterprise)
Consolidated Balance Sheet
December 31, 2014 and June 30, 2014

				December 31,	June 30,
				2014	2014
			ASSETS	(Unaudited)
Current Assets
		Cash		$ 230	5,592
		Accounts receivable		162	18,171
		Loan receivable		255,803	6,175
	Total Current Assets			256,195	29,938
Non-Current Assets
		Equipment		326,287	357,720
		Intangible assets		268,835	303,920
		Security deposit		3,465	3,465
	Total Non-Current Assets			598,587	665,104

	TOTAL ASSETS			$ 854,781	$ 695,042

			LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
		Accounts payable and accrued liabilities		$ 126,379	74,311
		Related party loans		46,935	3,356
		Stockholders' loans		4,540	4,540
		Loan payable		4,975	4,975
		Notes payable, net of discount		994,637	1,093,566
		Derivative liabilities		1,541,497	420,092
	Total Current Liabilities			2,718,963	1,600,839
Stockholders' Deficit
Preferred stock:
	Authorized: 50,000,000 shares, $0.00001 par value
		Series A Authorized: 110,000 shares, $0.00001 par value;
		issued and outstanding: 110,000 and 110,000 shares
		as of December 31, 2014 and June 30, 2014, respectively		1	1
		Series B Authorized: 1,000 shares, $0.00001 par value;
		issued and outstanding: 1,000 and 1,000 shares
		as of December 31, 2014 and June 30, 2014, respectively		-	-
Common stock:
		Authorized: 7,500,000,000 shares, $0.00001 par value;
		issued and outstanding: 4,715,103,282 and 1,111,867,520 shares
		as at December 31, 2014 and June 30, 2014, respectively		47,151	11,119
Additional paid-in capital				3,411,778	2,112,852
Stock subscriptions receivable				(38,400)	(38,400)
Deficit accumulated in the development stage				(5,284,711)	(2,991,369)
	Total stockholders' Deficit			(1,864,181)	(905,797)

	TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$ 854,781	$ 695,042

The accompanying notes are an integral part of these financial statements


Microelectronics Technology Company
(A Development Stage Company)
Consolidated Statements of Operations
(Expressed in U.S. Dollars)

						Cumulative
						during the
						Development
						Stage
						from Inception
		For the three months ended		For the six months ended		(April 11, 2011
		December 31,		December 31,		through
		2014	2013	2014	2013	December 31, 2014)
Revenue		$ 51,392	$ 4,521	$ 64,630	$ 8,367	$ 108,863

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

Expenses
	Advertising	48,995	18,095	67,791	36,095	342,433
	Amortization expense	17,543	-	35,085	-	121,165
	Consulting fees	208,365	14,521	224,755	28,963	217,560
	Depreciation expense	18,877	-	37,724	-	237,998
	Impairment of mineral claims	-	-	-	-	124,911
	Management fees	30,000	30,000	60,000	45,000	295,000
	Professional fees	19,243	4,862	66,458	14,812	282,054
	Other General & Administrative	62,348	14,969	254,870	33,085	487,712
	Total Expenses	405,372	82,448	746,683	157,955	2,108,835

	Loss from Operations	(353,980)	(77,927)	(682,053)	(149,588)	(1,991,972)

Other Income (Expenses)
	Other Income	-	-	-	-	162,723
	Change in fair value of derivative	292,165	120,835	397,013	191,627	486,570
	Convertible debt discount	-	(41,242)	-	(91,858)	(991,831)
	Interest expense	(1,568,956)	(156,307)	(2,008,302)	(214,632)	(2,950,201)
	Total Other Expenses	(1,276,791)	(76,714)	(1,611,290)	(114,863)	(3,292,740)

	Loss before Income Taxes	(1,630,771)	(154,641)	(2,293,342)	(264,452)	(5,284,711)

	Income Taxes	-	-	-	-	-

	Net Loss	(1,630,771)	(154,641)	(2,293,342)	(264,452)	(5,284,711)

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

	Weighted average number of shares
	outstanding; basic and diluted	2,632,139,386	151,553,204	1,957,700,461	151,553,204

The accompanying notes are an integral part of these financial statements


Microelectronics Technology Company
(A Development Stage Enterprise)
Consolidated Statement of Cash Flow

							Cumulative
							during the
							Development
							Stage
			For the six months				from Inception
			ended				(April 11, 2011)
			December 31,				to
			2014		2013		December 31, 2014)
Operating Activities
	Net Loss			(2,293,342)		(264,452)		(5,284,711)
	Adjustments to reconcile net loss
	to net cash provided by (used in) operations:
	Convertible debt issued for services rendered			-		-		32,316
	Amortization expense			35,085		-		121,165
	Interest expense			1,265,562		214,632		2,207,059
	Change in derivative liabilities			(397,013)		(191,627)		(486,570)
	Amortization of debt discount			742,740		91,858		1,734,571
	Depreciation			37,724		2,327		48,510
	Stock issued for services			149,500		-		149,500
	Impairment of mineral claims			-		-		124,911
	Adjustments in reorganization			-		-		61,475
	Change in operating assets and liabilities:
		Accounts receivable	18,009		(89)		224
		Loan receivable	(249,628)		-		(255,803)
		Prepaid expenses	-		-		668
		Accounts payable and accrued expenses	52,068		29,479		63,666
Net cash provided by (used in) Operating Activities				(639,295)		(117,872)		(1,483,019)
Investing Activities
	Acquisition of equipment			(6,291)		(10,018)		(374,797)
	Acquisition of mineral claims			-		-		(124,911)
	Acquisition of intangible assets			-		-		(390,000)
	Security deposits			-		-		(3,465)
Net cash provided by (used in) Investing Activities				(6,291)		(10,018)		(893,173)
Financing Activities
	Proceeds of issuance of common stocks			-		-		1,584
	Proceeds of notes payable			596,645		342,299		2,191,836
	Payments to Shareholders' loans			-		-		4,540
	Proceeds of loan from Drake Group			-		-		4,975
	Proceeds of loan from related parties			43,579		(25,337)		211,887
	Former related party loan			-		(190,084)		-
	Stock subscriptions receivable			-		-		(38,400)
Net cash provided by (used in) Financing Activities				640,224		126,879		2,376,422

Net increase (decrease) in cash				(5,362)		(1,011)		230

Cash at beginning of period				5,592		4,683		-

Cash at end of period				$ 230		$ 3,672		$ 230

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

The accompanying notes are an integral part of these financial statements

Microelectronics Technology Company

(A Development Stage Company)

Notes to Financial Statements as of December 31, 2014

(Expressed in US Dollars)

Note 1 –Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Cloud Data Corporation, a company incorporated in the State of Nevada. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year end is June 30, 2015 and 2014.

Note 2 – Nature of Operations and Continuance of Business

Microelectronics Technology Company (the “Company”) was incorporated in the State of Nevada on May 18, 2005 under the name Admax Resources Inc., which name was changed on February 9, 2007 to China YouTV Corp. and then to Microelectronics Technology Company on August 31, 2009. From May 18, 2005 to August 26, 2011, the Company’s business operations were limited to the acquisition and evaluation of mineral claims and the evaluation of an internet media venture in China.

On August 26, 2011, the Company entered into a Share Exchange Agreement with Cloud Data Corporation (“Cloud Data”). Pursuant to the agreement, the Company issued 70,000,000 shares of common stock in exchange for all of the issued and outstanding shares of Cloud Data. The acquisition was a capital transaction in substance and therefore has been accounted for as a recapitalization, which is outside the scope of Accounting Standards Codification (“ASC”) 805, Business Combinations. Under recapitalization accounting, Cloud Data was considered the acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of the Company. Assets acquired and liabilities assumed are reported at their historical amounts. These consolidated financial statements include the accounts of the Company since the effective date of the recapitalization and the historical accounts of the business of Cloud Data since inception on April 11, 2011. As a result of the transaction, the Company’s business operations have consisted of online marketing and advertising services since August 26, 2011, to the present.

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

Note 3 - Summary of Significant Accounting Policies

Use of Estimates.

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

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 September 30, 2014 and June 30, 2014.

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 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 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 $5,284,711. 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 Company is in the development stage and has generated $116,863 in revenues and has incurred a net loss of $5,284,711 since inception April 11, 2011. At December 31, 2014, the Company had $256,195in current assets and $2,718,963 in current liabilities. Further, the Company incurred a loss of $2,293,342 for the six months ended December 31, 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 December 31, 2014, the accumulated amortization is $93,793 and the carrying value is $46,207.

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 December 31, 2014, the accumulated amortization is $27,372 and the carrying value is $222,628.

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 December 31, 2014, $46,935 is due to related parties as compared to $77,655 for the period ended December 31, 2013.

The Company is indebted to shareholders for $4,540 as of December 31, 2014 ($4,540 as of December 31, 2013), which is unsecured, non-interest bearing and is due on demand.

Note 8 – Due to Former Related Party

As of September 30, 2013, $190,084 was due to 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 September 30, 2014, $0 is due to Former Related Parties (September 30, 2013 - $190,084).

Note 9 – Convertible Notes Payable


			December 31,		June 30,
			2014		2014
112 BIT Note #1		50,000		-
Adar Bays Note #1		36,304		50,000
Adar Bays Note #2		150,000		150,000
Adar Bays Note #3		33,333		-
Aladdin Trading Note #1		33,140		-
Classic Capital Note #1		150,000		150,000
Classic Capital Note #2		50,000		50,000
Classic Capital Note #3		50,000		50,000
Coventry Note #2		11,470		-
Direct Capital Note #3		-		-
Direct Capital Note #4		-		11,000
Direct Capital Note #5		-		11,000
Direct Capital Note #6		-		46,215
Direct Capital Note #7		72,489		75,089
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		71,237
Direct Capital Note #16		61,722		-
Direct Capital Note #17		27,000		-
Direct Capital Note #18		82,150		-
Direct Capital Note #19		16,000		-
Gel Properties Note #3		-		60,600
JMJ Note #1		-		33,300
JMJ Note #2		48,779		83,250
KBM Worldwide Note #1		15,390		37,500
KBM Worldwide Note #2		32,500		-
LG Capital Note #1		30,000		30,000
LG Capital Note #3		-		27,000
LG Capital Note #4		40,000		40,000
LG Capital Note #5		22,800		-
LG Capital Note #6		55,000		-
New Venture Note #1		50,000		50,000
Prolific Note #1		20,000		20,000
Union Capital Note #1		-		28,516
Union Capital Note #2		97,000		97,000
Union Capital Note #3		-		-
Union Capital Note #4		110,000		-
Union Capital Note #5		32,333		-
Union Capital Note #6		32,333		-
Union Capital Note #7		3,347		-
			$ 1,484,327		$ 1,283,708
	Debt discount		(610,129)		(263,546)
	Accrued interest		120,439		62,404
			$ 994,637		$ 1,082,566

112BIT,LLC Note #1

On November 24, 2014, the Company issued a convertible promissory note to 112BIT, LLC. Under the terms of the note, the Company has borrowed a total of $50,000 from 112 BIT, LLC, which accrues interest at an annual rate of 6% and has a maturity date of June 1, 2015. The note also contains customary events of default. During the six months endedDecember 31, 2014, the Company accrued $304 (six months ended December 31, 2013 - $0) in interest expense.

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

As of December 31, 2014, principal balance of $50,000 (December 31, 2013 - $0) and accrued interest of $304 (December 31, 2013 - $0) was recorded.

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 six months endedDecember 31, 2014, the Company accrued $1,967 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active, the Company recorded a debt discount and derivative liability of $142,413, 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 six months endedDecember 31, 2014, the Company recorded a gain of $54,836 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $22,575 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 308,100,000common shares upon the conversion of $13,696 of the principal balance, and $24,356 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of December 31, 2014, principal balance of $36,304 (December 31, 2013 - $0), accrued interest of $2,427 (December 31, 2013 - $0), a debt discount of $27,425 (December 31, 2013 - $0) and a derivative liability of $63,221 (December 31, 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 six months endedDecember 31, 2014, the Company accrued $6,049 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active, the Company recorded a debt discount and derivative liability of $453,113, 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 six months endedDecember 31, 2014, the Company recorded a gain of $191,898 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $30,163 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

As of December 31, 2014, principal balance of $150,000 (December 31, 2013 - $0), accrued interest of $7,167 (December 31, 2013 - $0), a debt discount of $119,837 (December 31, 2013 - $0) and a derivative liability of $261,215 (December 31, 2013 - $0) was recorded.

Adar Bays, LLC Note #3

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 $33,333 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 six months endedDecember 31, 2014, the Company accrued $1,651 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active, the Company recorded a debt discount and derivative liability of $94,941, 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 six months endedDecember 31, 2014, the Company recorded a gain of $36,894 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $8,152 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

As of December 31, 2014, principal balance of $33,333 (December 31, 2013 - $0), accrued interest of $1,651 (December 31, 2013 - $0), a debt discount of $25,181 (December 31, 2013 - $0) and a derivative liability of $58,047 (December 31, 2013 - $0) was recorded.

Aladdin Trading, LLC Note #1

On November 25, 2014, the Company arranged a debt swap under which a Direct Capital note was transferred to Aladdin Trading, LLC in the amount of $48,000. Under the terms of the note, the Company has borrowed a total of $50,240 from Aladdin Trading, LLC, which includes $2,240 in legal fees, accrues interest at an annual rate of 8% and has a maturity date of November 25, 2015. The note also contains customary events of default. During the six months endedDecember 31, 2014, the Company accrued $319 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active, the Company recorded a debt discount and derivative liability of $151,692, 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 six months endedDecember 31, 2014, the Company recorded a gain of $54,403 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $20,369 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 285,000,000common shares upon the conversion of $17,100 of the principal balance, and $39,578 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of December 31, 2014, principal balance of $33,140 (December 31, 2013 - $0), accrued interest of $319 (December 31, 2013 - $0), a debt discount of $29,871 (December 31, 2013 - $0) and a derivative liability of $57,711 (December 31, 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 six months endedDecember 31, 2014, the Company accrued $6,049 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active, the Company recorded a debt discount and derivative liability of $314,959, 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 six months endedDecember 31, 2014, the Company recorded a gain of $91,198 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $48,098 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

As of December 31, 2014, principal balance of $150,000 (December 31, 2013 - $0), accrued interest of $7,890 (December 31, 2013 - $0), a debt discount of $101,902 (December 31, 2013 - $0) and a derivative liability of $223,761 (December 31, 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 six months endedDecember 31, 2014, the Company accrued $2,016 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active, the Company recorded a debt discount and derivative liability of $60,909, 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 six months endedDecember 31, 2014, the Company recorded a loss of $13,678 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $8,967 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

As of December 31, 2014, principal balance of $50,000 (December 31, 2013 - $0), accrued interest of $2,345 (December 31, 2013 - $0), debt discount of $41,033 December 31, 2013 - $0) and a derivative liability of $74,587 (December 31, 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 six months endedDecember 31, 2014, the Company accrued $2,016 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active, the Company recorded a debt discount and derivative liability of $74,524 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 six months endedDecember 31, 2014, the Company recorded a loss of $63 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $815 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

As of December 31, 2014, principal balance of $50,000 (December 31, 2013 - $0), accrued interest of $2,016 (December 31, 2013 - $0), a debt discount of $49,185 (December 31, 2013 - $0) and a derivative liability of $74,587 (December 31, 2013 - $0) was recorded.

Coventry Enterprises, LLC Note #2

On November 25, 2014, the Company arranged a debt swap under which a Direct Capital note was transferred to Coventry Enterprises, LLC in the amount of $32,000. Under the terms of the note, the Company has borrowed a total of $34,240 from Coventry Enterprises, LLC, which includes $2,240 in legal fees, accrues interest at an annual rate of 8% and has a maturity date of November 25, 2015. The note also contains customary events of default. During the six months endedDecember 31, 2014, the Company accrued $152 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active, the Company recorded a debt discount and derivative liability of $113,390, 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 six months endedDecember 31, 2014, the Company recorded a gain of $38,509 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $23,901 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 414,000,000common shares upon the conversion of $22,770 of the principal balance, and $53,083 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of December 31, 2014, principal balance of $11,470 (December 31, 2013 - $0), accrued interest of $152 (December 31, 2013 - $0), a debt discount of $10,339 (December 31, 2013 - $0) and a derivative liability of $21,798 (December 31, 2013 - $0) was recorded.

Direct Capital Group Note #3

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 six months endedDecember 31, 2014, the Company accrued $756 (December 31, 2013 - $366) 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.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $11,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the six months ended December 31, 2014, a debt discount of $0 (six months ended December 31, 2013 - $9,097) was accreted to the statement of operations.

On October 22, 2014, the Company transferred the note balance of $11,000 to Union Capital, LLC.

As of December 31, 2014, principal balance of $0 (December 31, 2013 - $11,000), accrued interest of $2,185 (December 31, 2013 - $366) and a debt discount of $0 (December 31, 2013 - $1,903) 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 six months endedDecember 31, 2014, the Company accrued $524 (December 31, 2013 - $291) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $11,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the six months ended December 31, 2014, a debt discount of $0 (six months ended December 31, 2013 - $7,374) was accreted to the statement of operations.

On September 17, 2014, the Company transferred the note balance of $11,000 to LG Capital Funding, LLC.

As of December 31, 2014, principal balance of $0 (December 31, 2013 - $11,000), accrued interest of $1,760 (December 31, 2013 - $291) and a debt discount of $0 (December 31, 2013 - $3,626) was recorded.

Direct Capital Group Note #5

On December 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 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 six months endedDecember 31, 2014, the Company accrued $524 (December 31, 2013 - $219) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $11,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the six months ended December 31, 2014, a debt discount of $0 (six months ended December 31, 2013 - $5,530) was accreted to the statement of operations.

On September 17, 2014, the Company transferred the note balance of $11,000 to LG Capital Funding, LLC.

As of December 31, 2014, principal balance of $0 (December 31, 2013 - $11,000), accrued interest of $1,554 (December 31, 2013 - $219) and debt discount of $0 (December 31, 2013 - $5,470) 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 six months endedDecember 31, 2014, the Company accrued $501 (December 31, 2013 - $922) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $46,215 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the six months ended December 31, 2014, a debt discount of $0 (six months ended December 31, 2013 - $23,234) was accreted to the statement of operations.

On July 18, 2014, the Company transferred the note balance of $46,215 to Union Capital, LLC.

As of December 31, 2014, principal balance of $0 (December 31, 2013 - $46,215), accrued interest of $4,831 (December 31, 2013 - $922) and a debt discount of $0 (December 31, 2013 - $22,981) 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 six months ending December 31, 2014, the Company accrued $2,250 (six months ended December 31, 2013 - $2,626) 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 six months endedDecember 31, 2014, the Company recorded a loss of $33,612 (six months ended December 31, 2013 –gain of $55,431) due to the change in value of the derivative liability during the period, and a debt discount of $0 (six months ended December 31, 2013 - $42,184) 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 six months endedDecember 31, 2014, the Company issued 368,000,000 common shares upon the conversion of $2,600 of the principal balance, and $4,391 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of December 31, 2014, principal balance of $72,489 (December 31, 2013 - $172,084), accrued interest of $7,777 (December 31, 2013 - $2,626), debt discount of $0 (December 31, 2013 - $147,900) and a derivative liability of $116,488 (December 31, 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 six months endedDecember 31, 2014, the Company accrued $164 (December 31, 2013 - $0) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $16,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the six months ended December 31, 2014, a debt discount of $44 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

On July 18, 2014, the Company transferred the note balance of $16,000 to Union Capital, LLC.

As of December 31, 2014, principal balance of $0 (December 31, 2013 - $16,000), accrued interest of $795 (December 31, 2013 - $0) and debt discount of $0 (December 31, 2013 - $16,000) 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 six months endedDecember 31, 2014, the Company accrued $63 (December 31, 2013 - $0) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $16,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the six months ended December 31, 2014, a debt discount of $1,901 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

On July 18, 2014, the Company transferred the note balance of $16,000 to Union Capital, LLC.

As of December 31, 2014, principal balance of $0 (December 31, 2013 - $0), accrued interest of $589 (December 31, 2013 - $0) and debt discount of $0 (December 31, 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 six months endedDecember 31, 2014, the Company accrued $501 (December 31, 2013 - $0) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $16,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the six months ended December 31, 2014, a debt discount of $4,536 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

On September 17, 2014, the Company transferred the note balance of $16,000 to LG Capital Funding, LLC.

As of December 31, 2014, principal balance of $0 (December 31, 2013 - $0), accrued interest of $929 (December 31, 2013 - $0) and debt discount of $0 (December 31, 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 handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the six months endedDecember 31, 2014, the Company accrued $323 (December 31, 2013 - $0) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $16,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the six months ended December 31, 2014, a debt discount of $8,087 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

On September 17, 2014, the Company transferred the note balance of $11,000 to LG Capital Funding, LLC.

As of December 31, 2014, principal balance of $0 (December 31, 2013 - $0), accrued interest of $642 (December 31, 2013 - $0) and debt discount of $0 (December 31, 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 six months endedDecember 31, 2014, the Company accrued $1,557 (December 31, 2013 - $0) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $48,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the six months ended December 31, 2014, a debt discount of $32,173 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

On November 25, 2014, the Company transferred the note balance of $48,000 to Aladdin Trading, LLC.

As of December 31, 2014, principal balance of $0 (December 31, 2013 - $0), accrued interest of $2,199 (December 31, 2013 - $0) and debt discount of $0 (December 31, 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 $71,238. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

During the six months endedDecember 31, 2014, the Company accrued $2,873 (December 31, 2013 - $0) in interest expense.

As of December 31, 2014, principal balance of $71,238 (December 31, 2013 - $0) and accrued interest of $3,326 (December 31, 2013 - $0) was recorded.

Direct Capital Group Note #16

On July 1, 2014 the Company entered into a Promissory Note with Direct Capital Group in the sum of $61,722. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

During the six months endedDecember 31, 2014, the Company accrued $2,476 (December 31, 2013 - $0) in interest expense.

As of December 31, 2014, principal balance of $61,722 (December 31, 2013 - $0) and accrued interest of $2,476 (December 31, 2013 - $0) was recorded.

Direct Capital Group Note #17

On July 31, 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 February 1, 2015. 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 six months endedDecember 31, 2014, the Company accrued $1,287 (December 31, 2013 - $0) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $48,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the six months ended December 31, 2014, a debt discount of $42,435 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

On October 22, 2014, the Company transferred the note balance of $21,000 to Union Capital, LLC.

As of December 31, 2014, principal balance of $27,000 (December 31, 2013 - $0), accrued interest of $1,287 (December 31, 2013 - $0) and debt discount of $5,565 (December 31, 2013 - $0) was recorded.

Direct Capital Group Note #18

On August 1, 2014 the Company entered into a Promissory Note with Direct Capital Group in the sum of $82,150. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

During the six months endedDecember 31, 2014, the Company accrued $2,737 (December 31, 2013 - $0) in interest expense.

As of December 31, 2014, principal balance of $82,150 (December 31, 2013 - $0) and accrued interest of $2,737 (December 31, 2013 - $0) was recorded.

Direct Capital Group Note #19

On October 1, 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 April 1, 2015. 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 six months endedDecember 31, 2014, the Company accrued $389 (December 31, 2013 - $0) in interest expense.

On the date of issuance, interest expense relating to the beneficial conversion feature of this convertible note of $48,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the six months ended December 31, 2014, a debt discount of $40,000 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

On November 25, 2014, the Company transferred the note balance of $32,000 to Coventry Enterprises, LLC.

As of December 31, 2014, principal balance of $16,000 (December 31, 2013 - $0), accrued interest of $389 (December 31, 2013 - $0) and debt discount of $8,000 (December 31, 2013 - $0) was recorded.

Direct Capital Group Note #20

On October 1, 2014 the Company entered into a Promissory Note with Direct Capital Group in the sum of $150,000. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

Direct Capital Group Note #21

On October 2, 2014 the Company entered into a Promissory Note with Direct Capital Group in the sum of $150,000. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

Direct Capital Group Note #22

On October 3, 2014 the Company entered into a Promissory Note with Direct Capital Group in the sum of $150,000. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

Direct Capital Group Note #23

On October 4, 2014 the Company entered into a Promissory Note with Direct Capital Group in the sum of $150,000. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

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 six months endedDecember 31, 2014, the Company accrued $363 (six months ended December 31, 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 six months endedDecember 31, 2014, the Company recorded a loss of $3,810 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $54,955 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 84,685,909 common shares upon the conversion of $60,600 of the principal balance and $874 in interest, and $81,200 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of December 31, 2014, principal balance of $0 (December 31, 2013 - $0), accrued interest of $0 (December 31, 2013 - $0), debt discount of $0 (December 31, 2013 - $0) and a derivative liability of $0 (December 31, 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 six months endedDecember 31, 2014, the Company accrued $0 (six months ended December 31, 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 six months endedDecember 31, 2014, the Company recorded a gain of $3,648 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $21,440 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 97,653,333 common shares upon the conversion of $33,300 of the principal balance and $3,996 of interest, and $41,380 of the derivative liability was re-classified as additional paid in capital upon conversion.

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 six months endedDecember 31, 2014, the Company accrued $5,994 (six months ended December 31, 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 six months endedDecember 31, 2014, the Company recorded a loss of $39,506 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $53,221 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 449,415,000 common shares upon the conversion of $34,471 of the principal balance, and $67,130 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of December 31, 2014, principal balance of $48,779 (December 31, 2013 - $0), accrued interest of $5,994 (December 31, 2013 - $0), debt discount of $19,126 (December 31, 2013 - $0) and a derivative liability of $84,946 (December 31, 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 six months endedDecember 31, 2014, the Company accrued $1,277 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $42,549 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 six months endedDecember 31, 2014, the Company recorded a loss of $29,232 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $35,144 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 246,700,000 common shares upon the conversion of $22,110 of the principal balance, and $44,905 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of December 31, 2014, principal balance of $15,390 (December 31, 2013 - $0), accrued interest of $1,934 (December 31, 2013 - $0), debt discount of $2,356 (December 31, 2013 - $0) and a derivative liability of $26,876 (December 31, 2013 - $0) was recorded.

KBM Worldwide Note #2

On July 15, 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 $32,500 from KBM Worldwide, Inc., which accrues interest at an annual rate of 8% and has a maturity date of April 17, 2015. The note also contains customary events of default. During the six months endedDecember 31, 2014, the Company accrued $1,204 (six months ended December 31, 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 six trading prices during the ten trading days prior to the conversion date.”

As of December 31, 2014, principal balance of $32,500 (December 31, 2013 - $0), accrued interest of $1,204 (December 31, 2013 - $0), debt discount of $0 (December 31, 2013 - $0) and a derivative liability of $0 (December 31, 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 six months endedDecember 31, 2014, the Company accrued $1,210 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $44,287 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 six months endedDecember 31, 2014, the Company recorded a loss of $12,724 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $22,474 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

As of December 31, 2014, principal balance of $30,000 (December 31, 2013 - $0), accrued interest of $1,420 (December 31, 2013 - $0), debt discount of $7,526 (December 31, 2013 - $0) and a derivative liability of $57,011 (December 31, 2013 - $0) was recorded.

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 six months endedDecember 31, 2014, the Company accrued $390 (six months ended December 31, 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 six months endedDecember 31, 2014, the Company recorded a loss of $3,897 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $30,422 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 67,299,645 common shares upon the conversion of $27,000of the principal balance and $496 in interest, and $42,073 of the derivative liability was re-classified as additional paid in capital upon conversion.

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 six months endedDecember 31, 2014, the Company accrued $1,613 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $71,475 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 six months endedDecember 31, 2014, the Company recorded a loss of $4,540 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $4,565 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

As of December 31, 2014, principal balance of $40,000 (December 31, 2013 - $0), accrued interest of $1,771 (December 31, 2013 - $0), debt discount of $35,435 (December 31, 2013 - $0) and a derivative liability of $76,015 (December 31, 2013 - $0) was recorded.

LG Capital Note #5

On September 17, 2014, the Company arranged a debt swap under which Direct Capital notes were transferred to LG Capital Funding, LLC for a total amount of $54,000. The promissory note is unsecured, bears interest at 8% per annum and matures on September 17, 2015. The note also contains customary events of default.During the six months endedDecember 31, 2014, the Company accrued $983 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $68,325 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 six months endedDecember 31, 2014, the Company recorded a loss of $45,691 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $32,012 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 497,511,270 common shares upon the conversion of $31,200of the principal balance and $457 in interest, and $70,688 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of December 31, 2014, principal balance of $22,800 (December 31, 2013 - $0), accrued interest of $526 (December 31, 2013 - $0), debt discount of $21,988 (December 31, 2013 - $0) and a derivative liability of $43,328 (December 31, 2013 - $0) was recorded.

LG Capital Note #6

On September 17, 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 $55,000, which accrues interest at an annual rate of 8% and has a maturity date of September 17, 2015. The note also contains customary events of default. During the six months endedDecember 31, 2014, the Company accrued $1,266 (six months ended December 31, 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 December 31, 2014, principal balance of $55,000 (December 31, 2013 - $0), accrued interest of $1,266 (December 31, 2013 - $0), debt discount of $0 (December 31, 2013 - $0) and a derivative liability of $0 (December 31, 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 six months endedDecember 31, 2014, the Company accrued $2,016 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $61,389 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 six months endedDecember 31, 2014, the Company recorded a loss of $33,629 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $25,406 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

As of December 31, 2014, principal balance of $50,000 (December 31, 2013 - $0), accrued interest of $3,003 (December 31, 2013 - $0), debt discount of $24,594 (December 31, 2013 - $0) and a derivative liability of $95,019 (December 31, 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 six months endedDecember 31, 2014, the Company accrued $605 (six months ended December 31, 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 six months endedDecember 31, 2014, the Company recorded a loss of $8,895 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $11,444 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

As of December 31, 2014, principal balance of $20,000 (December 31, 2013 - $0), accrued interest of $1,140 (December 31, 2013 - $0), debt discount of $337 (December 31, 2013 - $0) and a derivative liability of $32,139 (December 31, 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 six months endedDecember 31, 2014, the Company accrued $0 (six months ended December 31, 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 six months endedDecember 31, 2014, the Company recorded a loss of $6,937 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $25,860 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 23,026,134 common shares upon the conversion of $28,516 of the principal balance and $178 in interest, and $43,353 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of December 31, 2014, principal balance of $0 (December 31, 2013 - $0), accrued interest of $103 (December 31, 2013 - $0), debt discount of $0 (December 31, 2013 - $0) and a derivative liability of $0 (December 31, 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 six months endedDecember 31, 2014, the Company accrued $3,912 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $293,012 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 six months endedDecember 31, 2014, the Company recorded a gain of $124,093 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $19,505 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

As of December 31, 2014, principal balance of $97,000 (December 31, 2013 - $0), accrued interest of $4,635 (December 31, 2013 - $0), debt discount of $77,495 (December 31, 2013 - $0) and a derivative liability of $168,919 (December 31, 2013 - $0) was recorded.

Union Capital Note #3

On July 18, 2014, the Company arranged a debt swap under which three Direct Capital notes for $46,215, $16,000 and $16,000 was transferred to Union Capital, LLC for a total amount of $82,450. The promissory note is unsecured, bears interest at 8% per annum and matures on July 18, 2015. The note also contains customary events of default. During the six months endedDecember 31, 2014, the Company accrued $1,017 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $161,503 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 six months endedDecember 31, 2014, the Company recorded a gain of $58,410 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $82,450 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 190,011,199 common shares upon the conversion of $82,450 of the principal balanceand $1,017 in interest, and $103,094 of the derivative liability was re-classified as additional paid in capital upon conversion.

Union Capital Note #4

On July 18, 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 $110,000, which accrues interest at an annual rate of 8% and has a maturity date of July 18, 2015. The note also contains customary events of default. During the six months ended December 31, 2014, the Company accrued $4,002 (six months ended December 31, 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 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 December 31, 2014, principal balance of $110,000 (December 31, 2013 - $0), accrued interest of $4,002 (December 31, 2013 - $0), debt discount of $0 (December 31, 2013 - $0) and a derivative liability of $0 (December 31, 2013 - $0) was recorded.

Union Capital Note #5

On August 28, 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 $32,333, which accrues interest at an annual rate of 8% and has a maturity date of August 28, 2015. The note also contains customary events of default. During the six months ended December 31, 2014, the Company accrued $886 (six months ended December 31, 2013 - $0) in interest expense.

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 December 31, 2014, principal balance of $32,333 (December 31, 2013 - $0), accrued interest of $886 (December 31, 2013 - $0), debt discount of $0 (December 31, 2013 - $0) and a derivative liability of $0 (December 31, 2013 - $0) was recorded.

Union Capital Note #6

On October 22, 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 $32,333, which accrues interest at an annual rate of 8% and has a maturity date of October 22, 2015. The note also contains customary events of default. During the six months ended December 31, 2014, the Company accrued $652 (six months ended December 31, 2013 - $0) in interest expense.

As of December 31, 2014, principal balance of $32,333 (December 31, 2013 - $0), accrued interest of $652 (December 31, 2013 - $0), debt discount of $0 (December 31, 2013 - $0) and a derivative liability of $0 (December 31, 2013 - $0) was recorded.

Union Capital Note #7

On October 22, 2014, the Company arranged a debt swap under whichtwo Direct Capital notes were transferred to Union Capital, LLC in the amount of $32,000. Under the terms of the note, the Company has borrowed a total of $34,560 from Union Capital, LLC, which includes $2,560 in legal fees, accrues interest at an annual rate of 8% and has a maturity date of October 22, 2015. The note also contains customary events of default. During the six months endedDecember 31, 2014, the Company accrued $248 (six months ended December 31, 2013 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $45,103 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 six months endedDecember 31, 2014, the Company recorded a loss of $20,662 (six months ended December 31, 2013 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $31,626 (six months ended December 31, 2013 - $0) was accreted to the statement of operations.

During the six months endedDecember 31, 2014, the Company issued 466,000,000 common shares upon the conversion of $31,213 of the principal balanceand $248 in interest, and $59,936 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of December 31, 2014, principal balance of $3,347 (December 31, 2013 - $0), accrued interest of $0 (December 31, 2013 - $0), debt discount of $2,934 (December 31, 2013 - $0) and a derivative liability of $5,829 (December 31, 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 six months endedDecember 31, 2014, $407,026 of principal and $7,266 in interest 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:



	December 31,
	2014
Balance, beginning of year	$ 420,092
Initial recognition of derivative liability	2,193,584
Conversion of derivative instruments to Common Stock	(675,166)
Mark-to-Market adjustment to fair value	(397,013)
Balance as of December 31, 2014	$ 1,541,497

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.

On December 15, 2014, pursuant to a consulting agreement, the Company issued 105,833,272 shares of common stock for $149,500 in fees owed to the President, Brett Everett.

From July 1, 2014 to December 31, 2014, the holders of convertible notes converted a total of $414,292 in principal and interest into 3,497,402,490 shares of common stock.

As of December 31, 2014 the Company has authorized 7,500,000,000 shares of common stock, of which 4,715,103,282 shares are issued and outstanding.

Note 12 –Preferred Stock

As of December 31, 2014, the Company has authorized 50,000,000 shares of preferred stock, of which 110,000 Shares of Series APreferredand 1,000 shares of Series B Preferred and 1500 Shares Series C Preferred 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:


	December 31,
	2014	2013
Operating profit (loss) for the six month period ended December 31	$ (2,293,342)	$ (264,452)
Average statutory tax rate	34%	34%
Expected income tax provisions	$ (779,736)	$ (89,914)
Unrecognized tax gains (loses)	(779,736)	(89,914)
Income tax expense	$ -	$ -

The Company has net operating losses carried forward of approximately $5,284,711 for tax purposes which will expire in 2025 if not utilized beforehand.

Note 14 – Subsequent Events

On January 1, 2015 the Company entered into a Promissory Note with Direct Capital Group in the sum of $150,000. The promissory note is unsecured, bears interest at 8% per annum, and is due on demand or in increments.

On January 31, 2015 the Company submitted to the Nevada Secretary of State for Filing a Certificate of Designation to designate 1,500 share of Series C Non-Voting Convertible Preferred Stock. Shares of that preferred stock will be distributed to shareholders of the Company’s common stock of record on January 31, 2015.

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

FORWARD-LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

Working Capital



	December 31, 2014 $	June 30, 2014 $
Current Assets	256,195	29,938
Current Liabilities	2,718,963	1,600,839
Working Capital (Deficit)	(2,462,768)	(1,570,901)

Cash Flows



	December 31, 2014 $	December 31, 2013 $
Cash Flows from (used in) Operating Activities	(639,295)	(117,872)
Cash Flows from (used in) Financing Activities	640,224	126,879
Cash Flows from (used in) Investing Activities	(6,291)	(10,018)
Net Increase (decrease) in Cash During Period	(5,362)	(1,011)

Results for the Three Months Ended December 31, 2014 Compared to the Three Months Ended December 31, 2013

Operating Revenues

The Company’s revenues for the three months ended December 31, 2014, and December 31, 2013, were $51,392and $4,521, respectively.

General and Administrative Expenses

General and administrative expenses for the three months ended December 31, 2014, and December 31, 2013, were $405,372 and $82,448, respectively. General and administrative expenses consisted primarily of business development costs, consulting fees, management fees, rent and professional fees. The increase was primarily attributable to an increase in business development expenses.

Net Loss from Operations

The Company’s net loss from operations for the three months ended December 31, 2014, and December 31, 2013, was $353,980 and $77,927, respectively.

Other Income (Expense):

Other income (expense) for the three months ended December 31, 2014, and December 31, 2013, were $(1,276,791) and $(76,714). Other income (expense) consisted of gain on derivative valuation and interest expense. The gain on derivative valuation is directly attributable to the change in fair value of the derivative liability. Interest expense is primarily attributable the initial interest expense associated with the valuation of derivative instruments at issuance and the accretion of the convertible debentures over their respective terms.

Net Loss

Net loss for the three months ended December 31, 2014, was $1,630,771 compared with a net loss of $154,641 for the three months ended December 31, 2013. The increased loss is due to normal operating expenses but with minimal sales.

Results for the Six Months Ended December 31, 2014 Compared to the Six Months Ended December 31, 2013

Operating Revenues

The Company’s revenues for the six months ended December 31, 2014, and December 31, 2013, were $64,630and $8,367, respectively.

General and Administrative Expenses

General and administrative expenses for the six months ended December 31, 2014, and December 31, 2013, were $746,683 and $157,955, respectively. General and administrative expenses consisted primarily of business development costs, consulting fees, management fees, rent and professional fees. The increase was primarily attributable to an increase in business development expenses.

Net Loss from Operations

The Company’s net loss from operations for the six months ended December 31, 2014, and December 31, 2013, was $682,053 and $149,588, respectively.

Other Income (Expense):

Other income (expense) for the six months ended December 31, 2014, and December 31, 2013, were $(1,611,290) and $(114,863). Other income (expense) consisted of gain on derivative valuation and interest expense. The gain on derivative valuation is directly attributable to the change in fair value of the derivative liability. Interest expense is primarily attributable the initial interest expense associated with the valuation of derivative instruments at issuance and the accretion of the convertible debentures over their respective terms.

Net Loss

Net loss for the six months ended December 31, 2014, was $2,293,342 compared with a net loss of $264,452 for the six months ended December 31, 2013. The increased loss is due to normal operating expenses but with minimal sales.

Results for the Period from April 11, 2011 (inception of development stage) Through December 31, 2014.

Operating Revenues

The Company’s revenues for the period from April 11, 2011 (inception of development stage) through December 31, 2014 were $116,863.

General and Administrative Expenses

General and administrative expenses for the period from April 11, 2011, (inception of development stage) through December 31, 2014, were $2,108,835. General and administrative expenses consist primarily of business development costs, consulting fees, management fees, and professional fees appropriate for being a public company.

Net Loss from Operations

The Company’s net loss from operations for the period from April 11, 2011, (inception of development stage) through December 31, 2014, was $1,991,972.

Other Income (Expense):

Other income (expenses) for the period from April 11, 2011 (inception of development stage) through December 31, 2014 was $(3,292,740).

Net Loss

Net loss for the period from April 11, 2011, (inception of development stage) through December 31, 2014, was $(5,284,711).

Liquidity and Capital Resources

As at December 31, 2014, the Company had a cash balance and asset total of $230 and $854,781 respectively, compared with $5,592 and $695,042 of cash and total assets, respectively, as at June 30, 2014. The decrease in cash was due to normal operating activities whereas the increase in total assets was due to the purchase of inventory for operations and loans.

As at December 31, 2014, the Company had total liabilities of $2,718,963compared with $1,600,839 as at June 30, 2014. The increase in total liabilities was attributed to the increase in notes payable.

The overall working capital decreased from $1,570,901 deficit at June 30, 2014, to $2,462,768deficit at December 31, 2014.

Cash Flow from Operating Activities

During the six months ended December 31, 2014, cash used in operating activities was$(639,295) compared to $(117,872) for the six months ended December 31, 2013. The increase in the amounts of cash used for operating activities was primarily due to interest expense, an increase in convertible debentures and the net loss.

Cash Flow from Investing Activities

During the six months ended December 31, 2014, cash used in investing activities was $(6,291) compared to $(10,018) for the six months ended December 31, 2013.

Cash Flow from Financing Activities

During the six months ended December 31, 2014, cash provided by financing activity was $640,224 compared to $126,879 for the six months ended December 31, 2013. The increase in cash provided by financing activities is due to increase in notes payable and loans from related parties.

Going Concern

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

Future Financings

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

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

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2014, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in

place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on October 15, 2013, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

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

1. Quarterly Issuances:

From July 1, 2014 to December 31, 2014, the holders of convertible notes converted a total of $414,292 of principal and interest into 3,497,402,490 shares of our common stock.

On December 15, 2014, pursuant to a consulting agreement, the Company issued 105,833,272 shares of common stock for $149,500 in fees owed to the President, Brett Everett.

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

2. Subsequent Issuances:

None.

Other than above, we did not issue any unregistered securities other than as previously disclosed.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Previous Independent Registered Public Accounting Firm




	1	On October 16, 2014, Microelectronics Technology Company (the “Registrant”), after review and recommendation by its board of directors, dismissed W.T. Uniack& Co., CPAs P.C.(“Uniack”) as the Registrant’s independent registered public accounting firm. Uniack was engaged in November, 2013 and did not audit any of the Registrant’s financial statements, or issue any report in connection therewith, prior to its dismissal.




	2	From its engagement through the date of the filing of this report there were no disagreements between the Registrant and Uniack regarding any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Uniack, would have caused Uniack to make reference to the subject matter of the disagreement(s) in connection with its reports; and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.




	3	The Registrant has provided Uniack with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”) and requested Uniack to furnish to the Registrant a letter addressed to the SEC stating whether it agrees with the statements made by the Registrant and, if not, stating the respects in which it does not agree. When received, a copy of Uniack’s response letter will be filed as an Exhibit to an amendment of this Current Report.

New Independent Registered Public Accounting Firm




	4	On October 16, 2014, the Registrant engaged Terry L. Johnson, CPA, as its independent registered public accounting firm (“Johnson”).




	5	During the Registrant’s two most recent fiscal years and through the date of this report, the Registrant did not consult with Johnson regarding (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered regarding the Registrant’s financial statements, and no written or oral advice was provided by Johnson that was an important factor considered by the Registrant in making a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of any disagreement or event, as set forth in Item 304 (a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K.

ITEM 6. EXHIBITS


Exhibit Number	Description of Exhibit	Filing
3.1	Articles of Incorporation	Filed with the SEC on December 12, 2005 as part of our Registration of Securities on Form SB-2.
3.1(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.
10.1	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.
10.2	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.
10.3	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 with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.
10.35	Convertible Promissory Note entered into by and between the Company and Classic Capital, Inc., dated May 5, 2014	Filed with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.
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 with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.
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 with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.
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 with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.
10.45	Convertible Promissory Note entered into by and between the Company and Classic Capital dated June 30, 2014	Filed with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.
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.
10.50	Convertible Promissory Note entered into by and between the Company and Adar Bays, LLC dated May 19, 2014	Filed Herewith.
10.51	Convertible Promissory Note entered into by and between the Company and Direct Capital dated June 1, 2014	Filed with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.
10.52	Convertible Promissory Note entered into by and between the Company and Direct Capital dated July 1, 2014	Filed with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.
10.53	Convertible Promissory Note entered into by and between the Company and KBM Worldwide dated July 15, 2014	Filed Herewith.
10.54	Convertible Promissory Note entered into by and between the Company and Union Capital, LLC dated July 18, 2013	Filed Herewith.
10.55	Convertible Promissory Note entered into by and between the Company and Union Capital, LLC dated July 18, 2013	Filed Herewith.
10.56	Convertible Promissory Note entered into by and between the Company and LG Capital Funding, LLC, dated September 17, 2014	Filed Herewith.
10.57	Convertible Promissory Note entered into by and between the Company and LG Capital Funding, LLC, dated September 17, 2014	Filed Herewith.
10.58	Convertible Promissory Note entered into by and between the Company and Direct Capital dated July 31, 2014	Filed Herewith.
10.59	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 1, 2014	Filed Herewith.
10.60	Convertible Promissory Note entered into by and between the Company and Union Capital dated October 22, 2014	Filed Herewith.
10.61	Convertible Promissory Note entered into by and between the Company and Union Capital dated October 22, 2014	Filed Herewith.
10.62	Convertible Promissory Note entered into by and between the Company and 112BIT, LLC dated November 24, 2014	Filed Herewith.
10.63	Convertible Promissory Note entered into by and between the Company and Aladdin Trading, LLC dated November 25, 2014	Filed Herewith.
10.64	Convertible Promissory Note entered into by and between the Company and Coventry Enterprises, LLC dated November 25, 2014	Filed Herewith.
10.65	Consulting Agreement by and between the Company and Zoom Companies, dated October 1, 2014.	Filed herewith.
10.66	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 1, 2014	Filed Herewith.
10.67	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 1, 2014	Filed Herewith.
10.68	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 2, 2014	Filed Herewith.
10.69	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 3, 2014	Filed Herewith.
10.70	Convertible Promissory Note entered into by and between the Company and Direct Capital dated October 4, 2014	Filed Herewith.
10.71	Convertible Promissory Note entered into by and between the Company and Direct Capital dated January 1, 2015	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 Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

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

MICROELECTRONICS TECHNOLOGY COMPANY

Dated: February 17, 2015

/s/ Brett Everett

BRETT EVERETT

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

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

Dated: February 17, 2015

/s/ Brett Everett

By: BRETT EVERETT

Its: Director

CONSULTING AGREEMENT

THIS AGREEMENT effective as of the 1^st day of October 2014 (the “Effective Date”):

BETWEEN:

Microelectronics Technology Company, a Nevada corporation with mailing address of 15707 Rockfield Blvd, Irvine California 92618 (the “Company”)

AND:

Zoom Companies, Inc., a Nevada Corporation with mailing address of 3525 Del Mar Heights Road, San Diego, California 92130 (the “Consultant”)

WHEREAS:

A. The Company is a public company called Microelectronics Technology Company;

B. The Company is engaged in, among other 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 for on-line advertising, marketing and web application firms. The Company 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. Most recently the Company has expanded into Bitcoin Mining and has developed a mining pool, BTC Pool Party. The BTC Pool Party is a new standard for the Bitcoin mining industry providing transparency with openly disclosed rates and fees;

C. The Company owns and utilizes various trade secrets and proprietary information in connection with its business and is constantly developing and striving to develop new trade secrets and proprietary information to allow it to maintain and enhance its competitive position in its industry;

D. The Consultant has certain skills and expertise, as represented to the Company by the Consultant, which will benefit the Company. Consultant will create, develop, and implement a comprehensive strategy for the Company’s Social Media campaigns, PR campaigns, new Web Site development, launches and integration campaigns, development of a new comprehensive Customer Relationship Management system including internal/external touch points, ongoing loyalty assessments, creation of actionable knowledge based on quantitative and qualitative metrics;

E. The Company wishes to obtain and the Consultant wishes to provide certain services to the Company on the terms and conditions contained in this Agreement;

F. The Consultant will be placed in a position of authority and trust and will come into contact with, or have access to certain trade secrets and/or confidential information of and relating to the Company. All information disclosed to the Consultant by the Company is done so in the context of a confidential relationship between the Consultant and the Company; and

G. The Consultant would not be retained by the Company or be given access to work, or contact with any such trade secrets and/or confidential information unless the Consultant maintains any and all such trade secrets and/or confidential information in the strictest of confidence.

THEREFORE THIS AGREEMENT WITNESSES that the parties AGREE AS FOLLOWS:

1. SERVICES, TERM, ETC.

1.1 Services. The Consultant will perform those services customarily performed by the Manager of Social Media of the Company and as directed by board of directors.

1.2 Equipment. The Consultant will provide its own equipment to perform the Services except as otherwise set out in this Agreement.

1.3 Facilities. The Consultant will be responsible for all necessary office premises and basic office equipment including space, desk, telephone, signs, and business cards.

1.4 Reporting. The Consultant will keep the Company informed of all matters concerning the Consultant’s Services at such time and in such manner as the board of directors of the Company may determine.

1.5 Term and Termination. This Agreement will commence on the Effective Date and will continue for a period of one year (the “Term”). Either party will have the right to terminate this Agreement before the end of the Term without cause. 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.

1.6 No Employment, No Authority to Bind, Etc. The Consultant and the Company acknowledge and agree that nothing contained in this agreement will be interpreted to constitute the Consultant as an Consultant or agent of the Company. Neither the Consultant nor the Company have the authority, express or implied, to bind the other in any respect and will not represent themselves as having such authority, it being intended that the Consultant will be responsible for its own actions. The Consultant is retained only for the purposes and to the extent set out in this Agreement.

1.7 Devotion of Time. The Consultant need only devote such portion of the Consultant’s time as is necessary to complete the Services required. The Consultant is not precluded from acting in any other capacity for any other person, firm or Company provided that it does not conflict with the Consultant’s duties to the Company.

2. REMUNERATION

2.1 Compensation. The Company will pay to the Consultant $10,000 (U.S.) per month (the “Consulting Rate”), due and payable at the end of each month, payable in duly authorized, validly issued, fully paid and non assessable common shares of the company. The calculation of the number of shares issued will be based on a thirty-day average of the highs of the stocks value on the exchange.

2.2 The Contract Rate is inclusive of any tax. To the extent that the Consultant is required to collect and remit any tax.

2.3 Bonuses. The Company in its sole discretion may choose to pay the Consultant bonuses or other discretionary payments.

2.4 Incentive Plans. The Company in its sole discretion may choose to provide the Consultant with short or long term incentive plans or other discretionary investment opportunities, such as

stock options. Any such remuneration will be provided in accordance with the plan documents (i.e. share purchase agreement).

2.5 No Deductions. The Company will not make any statutory source deductions from the compensation payable to the Consultant under this Agreement, such as, but not limited to federal income tax, provincial income tax, Canada Pension Plan and Employment Insurance. The Consultant is solely responsible for withholding and remitting any local, provincial, or federal payroll-related taxes or assessments related to performance of the Services.

2.6 No Benefits. The Consultant is not entitled to any benefits or privileges that may be provided by the Company to its Consultants.

2.7 Expenses. The Company will pay the Consultant for all reasonable out of pocket expenses incurred by the Consultant in carrying out the Services provided they are pre-approved by the Company and individually listed as a separate line item on the Consultant’s invoice for Services.

3. GENERAL OBLIGATIONS

3.1 The Consultant is solely responsible for the Consultant’s registration and payment of assessments for coverage with the Workers Compensation Board. If requested by the Company, proof of coverage must be provided immediately.

3.2 Indemnity of the Company. The Consultant agrees to indemnify the Company from all losses, claims, actions, damages, charges, taxes, penalties, assessments or demands (including reasonable legal fees and expenses) which may be made by the Canada Revenue Agency, Employment Insurance Plan, the Canada Pension Plan, the Workers Compensation Plan, or related plans or organizations requiring the Company to pay an amount under the applicable statutes and regulations in relation to any Services provided to the Company pursuant to this Agreement.

3.3 Indemnity of the Consultant. The Company agrees to indemnify the Consultant from all losses, claims, actions, damages, assessments or demands (including reasonable legal fees and expenses) made against the Consultant which result from the Consultant’s actions, omission or negligence in the performance of the Services. The Company will not indemnify the Consultant where the Consultant’s actions or omissions are fraudulent.

3.4 Company’s Policies. The Consultant is bound by the various policies of the Company and notwithstanding that those policies may be varied from time to time. If there is an express conflict between any such policies and this Agreement, then this Agreement governs.

3.5 Use of the Company’s Property. The Consultant must not save, retain or store copies of any communications, documentation, records or files being the rightful property of the Company in any form outside the office or on any personal electronic device (i.e. ipod, PDA, cell phone, black berry, personal computer, mass storage device, cd, etc.) for any reason unless expressly permitted by the Company.

3.6 Return of Company’s Property. Whenever requested by the Company and immediately upon termination of this Agreement for any reason, the Consultant will deliver to the Company all property belonging to the Company, including without limitation any keys, security cards, passwords, devices, documents, papers, plans, materials or other property, and any copies or reproductions thereof, which may have come into the Consultant’s possession during the course of the Consultant’s engagement by the Company. For greater certainty, any communications or documentation transmitted by, received from, or stored in the Company’s computer, email or voicemail systems, regardless of any personal content, are the property of the Company.

3.7 Non-Solicitation. During the Term of this Agreement, the Consultant will not:


	(a)	solicit or entice, or attempt to solicit or entice, either directly or indirectly, any supplier, Consultant, Consultant, customer or prospective customer of the Company as at the date of termination of this Agreement, to become a supplier, Consultant, Consultant, or customer of any business or enterprise that competes with the Company;

	(b)	Solicit or entice, or attempt to solicit or entice, either directly or indirectly, any Consultant or Consultant of the Company as at the date of termination of this Agreement, to become an Consultant or Consultant of any business or enterprise that competes with the Company.

3.8 Not in Breach of Prior Agreements. The Consultant represents that his performance of all the terms of this Agreement do not and will not breach any fiduciary or other duty or any covenant, agreement or understanding (including any agreement relating to any proprietary information, knowledge or data acquired by the Consultant in confidence, trust or otherwise prior to the Effective Date) to which the Consultant is a party or by the terms of which the Consultant may be bound. The Consultant agrees that he will not disclose to the Company, or induce the Company to use any proprietary information, knowledge or data belonging to any previous Company or others. The Consultant further agrees not to enter into any agreement or understanding, either written or oral, in conflict with the provisions of this Agreement.

4. CONFIDENTIAL INFORMATION & INTELLECTUAL PROPERTY

4.1 Confidential Information. For purposes of this agreement, the term “Confidential Information” means all of the following materials and information (whether or not reduced to writing and whether or not patentable or protectible by copyright) which the Consultant receives, received access to, conceived or developed, in whole or part, directly or indirectly, in connection with its relationship with the Company or in the course of providing the Services to the Company (in any capacity, whether executive, managerial, planning, technical, sales, research, development, manufacturing, engineering or otherwise) or through the use of any of the Company’s facilities or resources:


	(a)	business plans, strategies, tactics, policies, resolutions, patent applications, trademark applications, trade name applications and industrial design applications, intellectual property, software, hardware use;

	(b)	litigation, negotiations or contractual arrangements;

	(c)	financial information, including but not limited to, cost, pricing, performance data, debt arrangements, equity structure, interests and holdings;

	(d)	operational and scientific information, including but not limited to, marketing, research techniques, exploration techniques, trade secrets, product specifications, data, data base information, know-how, methodologies, formula, models, compositions, processes, improvements, devices, inventions, discoveries, concepts, ideas, designs, sketches, photographs, graphs, drawings, notes, samples, past, current and planned research and development, systems, structures and architectures and related processes (collectively, the “Works”);

	(e)	marketing information, including but not limited to, current and planned marketing activities, methods and processes, marketing strategies, advertising strategies, customer or client lists, current and anticipated customer or client requirements, price lists and methodologies, marketing research methodologies, market studies, sales and marketing plans and information concerning customers, clients or suppliers, and strategies for attracting and dealing with customers or clients, including information relevant to the design and implementation of marketing plans and advertising campaigns;

	(f)	personnel information, including but not limited to, the names and backgrounds of key personnel, personnel lists, résumés, personnel data, including information about compensation and benefits, organization structure, performance evaluations of personnel of the Company and personnel training techniques and materials;

	(g)	any and all information concerning the business and affairs of the Company which the Company treats as proprietary and confidential and which is not in the public domain;

	(h)	any other information, however documented, of the Company that is a trade secret under any applicable legislation or at common law; and


	(i)	all ideas, which are derived from or related to the Consultant’s access to or knowledge of any of the above, enumerated materials and information.

4.2 Failure to mark any of the Confidential Information as confidential, proprietary or protected information does not affect its status as part of the Confidential Information under the terms of this Agreement.

4.3 For purposes of this Agreement, the information that would otherwise be Confidential Information, which is or becomes publicly available without breach of:


	(a)	this Agreement;

	(b)	any other agreement or instrument to which the Company is a party or a beneficiary; or

	(c)	any duty owed to the Company by the Consultant or any third party;

(“Available Information”)

is not Confidential Information, provided, however, that the Consultant acknowledges and agrees that if the Consultant seeks to disclose, divulge, reveal, report, publish, transfer or use, for any purpose, any Available Information, the Consultant bears the burden of proving that such information is Available Information.

4.4 Definition of Intellectual Property. For purposes of this Agreement, the term “Intellectual Property” means all Works, trademarks, trademark applications, patents, patent applications, copyright materials, trade names, trade name applications, industrial designs, and applications to register designs.

4.5 Treatment of Information. The Consultant acknowledges that as a result of his relationship with the Company, the Consultant may use, acquire or add to Confidential Information or Intellectual Property.

4.6 The Consultant will not at any time during or following the term of this Agreement, directly or indirectly, disclose, divulge, reveal, report, publish, transfer or use for any purpose any of the

Confidential Information, except with the prior written consent of the Company, or except if the Consultant is acting as a Consultant of the Company solely for the benefit of the Company in connection with the Company’s business and in accordance with the Company’s business practices and policies.

4.7 Disclosure of any Confidential Information is not prohibited if the disclosure is directly pursuant to a valid and existing order of a court or other governmental body or agency within Canada or the United States of America; provided, however, that:


	(a)	the Consultant will first have given prompt notice to the Company of any possible or prospective order (or proceeding pursuant to which any order may result); and

	(b)	the Company will have been afforded a reasonable opportunity to prevent or limit any disclosure.

4.8 Ownership of Information and Intellectual Property. Subject to Section 4.11, the Consultant acknowledges and agrees that all rights, title and interest in any Confidential Information or Intellectual Property remains the exclusive property of the Company. Accordingly, the Consultant specifically agrees and acknowledges that it has no interest in the Confidential Information or Intellectual Property, notwithstanding the fact that the Consultant may have created or contributed to the creation of or its name or Consultant’s name is used in association with such Confidential Information or Intellectual Property.

4.9 Waiver of Moral Rights. The Consultant waives all moral rights to any such Intellectual Property, including, but not limited to, the right to the integrity of the Intellectual Property, the right to be associated with the Intellectual Property as its author by name or under a pseudonym and the right to remain anonymous.

4.10 Disclosure of Intellectual Property. The Consultant will immediately disclose to the Company all Intellectual Property developed in whole or in part by the Consultant during the term of this Agreement and to assign to the Company any right, title or interest the Consultant may have in the Intellectual Property. The Consultant will execute any instruments and to do all other things reasonably requested by the Company (both during and after termination of this Agreement) in order to vest more fully in the Company all ownership rights in those items transferred by it to the Company.

4.11 Sections 4.5 to 4.10 do not apply in respect of any invention, copyrighted material, trademarks, patents or other intellectual property, including applications therefore, where:


(a)	no equipment, supplies, facility, Confidential Information or Intellectual Property of the Company was used, which was developed entirely on the Consultant’s own time, and which does not:

	(i)	relate to the business of the Company;

	(ii)	relate to the Company’s actual or demonstrably anticipated processes, research or development; or

	(iii)	result from any work performed by the Consultant for the Company; or

(b)	The Consultant owned or had an interest in, or were conceived of, created, or first reduced to practice, prior to his or her employment with the Company, provided they are listed by the Consultant and attached as a Schedule to this Agreement. The Company agrees to keep the Schedule in confidence.

4.12 Use of Consultant’s Name, Image, etc. The Company may use the Consultant’s name, image, appearance, likeness and form, without limitation, in connection with the Company, including but not limited to the creation, development, production, manufacture, distribution, promotion and use of its products and services, during the term of this Agreement and for a period of one (1) years from the date of termination of this Agreement, regardless of whether the termination is voluntary or involuntary.

5. MISCELLANEOUS

5.1 Severability. If any provision of this Agreement is determined by a court or tribunal of competent jurisdiction to be invalid, illegal or otherwise void or unenforceable for any reason whatsoever, then such provision will be severed from this Agreement and will not affect the validity of the remainder of this Agreement and this Agreement will be construed as if such provision had never been contained in this Agreement. All other provisions of this Agreement will, nevertheless, remain in full force and effect and no provision will be deemed dependent upon any other provision unless so expressed in this Agreement.

5.2 Non-Waiver. The failure of either party to insist upon strict performance of any of the terms and conditions of this Agreement will not be deemed a waiver of any rights or remedies that either party has and will not be deemed a waiver of any subsequent default of the terms and conditions of this Agreement.

5.3 No Assignment by Consultant. The Consultant must not assign either this Agreement or any benefit or interest granted by it without the prior written consent of the Company.

5.4 No Subcontracting by Consultant. The Consultant will not subcontract all or any portion of the Services required to be performed under this Agreement without prior written consent of the Company.

5.5 Successors. This Agreement will operate to the benefit of and is binding upon the Company and the Consultant and their respective heirs, executors, administrators, successors and permitted assigns.

5.6 Notices. Any notice required or permitted to be given to either party must be delivered by hand or personally to the party’s address last known to the other party and will be deemed to be received on the date of hand delivery or personal delivery to such address. Personal delivery will include delivery by a commercial courier.

5.7 Survival. The Consultant’s obligations contained in Sections 1.5, 1.6, 2.6, 3.3, 3.4, 3.6 to 3.9 and 4 will survive termination of this Agreement.

5.8 Governing Law. This Agreement will be governed by and interpreted in accordance with laws of The State of Nevada that may be applicable..

5.9 Independent Legal Advice. The Consultant acknowledges that it has read and understands this Agreement, and acknowledges that it has had the opportunity to obtain independent legal advice with respect to it.

5.10 Headings. The headings utilized in this Agreement have been inserted for convenience of reference only and in no way define, limit, or enlarge the scope or meaning of the provisions of this Agreement.

5.11 Execution in Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.

5.12 Entire Agreement. This Agreement and any documents and instruments referred to in this Agreement contain the whole agreement between the Consultant and the Company with respect to the Consultant’s engagement by the Company and there are no representations, warranties, collateral terms or conditions, express or implied, other than as set forth in this Agreement. This Agreement supersedes any written or oral agreement or understanding between the Consultant and the Company.

5.13 Amendments. No amendment, change, modification or addition to this Agreement will be valid unless made in writing and executed by the Company and the Consultant.

IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the 1st day of October, 2014.

Brett Everett____________________________

Microelectronics Technology Company

Diane Camet______________________________

Zoom

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES
ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE
SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD

PURSUANT TO RULE

144

OR RULE

144A UNDER SAID ACT.

NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $48,000.00

Issue Date: October 1, 2014

Debt Settlement Price: $48,000.00

CONVERTIBLE PROMISSORY NOTE

Microelectronics Technology Corporation, a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of Direct Capital Group Inc, a Nevada corporation, or registered assigns (the “Holder”) the sum of $48,000.00 together with any interest as set forth herein, on April 1, 2015 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note, which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into Common free trading stock, $0.00001par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of Las Vegas, Nevada are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Debt Settlement Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Debt Settlement Agreement”).

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1

Conversion Right. The Holder shall have the right from time to time, and

at any time during the period beginning on the date, which is one hundred eighty (180) days,
following the dates listed for each invoice listed in Exhibit B. The Maturity Date for invoice in the amount of $48,000.00, April 1, 2015 (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock.

For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise

provided in clause (1) of such proviso, provided, further, however, that the limitations on
conversion may be waived by the Holder upon, at the election of the Holder, not less than 61
days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue
to apply until such 61st day (or such later date, as determined by the Holder, as may be specified
in such notice of waiver). The number of shares of Common Stock to be issued upon each
conversion of this Note shall be determined by dividing the Conversion Amount (as defined
below) by the applicable Conversion Price then in effect on the date specified in the notice of
conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to
the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of
Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably
expected to result in, notice) to the Borrower before 6:00 p.m., Las Vegas, Nevada time on
such conversion date (the “Conversion Date”).

The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Borrower’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Borrower’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.

1.2

Conversion Price.

(a)

Calculation of Conversion Price. The conversion price

(the

“Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to
equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower
relating to the Borrower’s securities or the securities of any subsidiary of the Borrower,
combinations, recapitalization, reclassifications, extraordinary distributions and similar events).
The "Conversion Price" shall mean par .00001 multiplied by the number of Common Stock converted at the time.

(b)

Conversion Price During Major Announcements. Notwithstanding

anything contained in Section 1.2(a) to the contrary, in the event the Borrower (i) makes a public
announcement that it intends to consolidate or merge with any other corporation (other than a
merger in which the Borrower is the surviving or continuing corporation and its capital stock is
unchanged) or sell or transfer all or substantially all of the assets of the Borrower or (ii) any
person, group or entity (including the Borrower) publicly announces a tender offer to Purchase
50% or more of the Borrower’s Common Stock (or any other takeover scheme) (the date of the
announcement referred to in clause (i) or (ii) is hereinafter referred to as the “Announcement

Date”), then the Conversion Price shall, effective upon the Announcement Date and continuing
through the Adjusted Conversion Price Termination Date (as defined below), be equal to the
lower of (x) the Conversion Price which would have been applicable for a Conversion occurring
on the Announcement Date and (y) the Conversion Price that would otherwise be in effect. From
and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be
determined as set forth in this Section 1.2(a). For purposes hereof, “Adjusted Conversion Price

Termination Date” shall mean, with respect to any proposed transaction or tender offer (or takeover scheme) for which a public announcement as contemplated by this Section 1.2(b) has been made, the date upon which the Borrower (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates or publicly announces the termination or abandonment of the proposed transaction or tender offer (or takeover scheme) which caused this Section 1.2(b) to become operative.

1.3

Authorized Shares. The Borrower covenants that during the period the

conversion right exists, the Borrower will reserve from its authorized and unissued Common
Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of
Common Stock upon the full conversion of this Note issued pursuant to the Debt Settlement Agreement. The Borrower is required at all times to have authorized and reserved two times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Notes in effect from time to time)(the “Reserved Amount”).

The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations pursuant to Section 4(g) of the Debt Settlement Agreement. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

1.4

Method of Conversion.

(a)

Mechanics of Conversion. Subject to Section 1.1, this Note may

be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., Las Vegas, Nevada time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.

(b)

Surrender of Note Upon Conversion. Notwithstanding anything to

the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof,
the Holder shall not be required to physically surrender this Note to the Borrower unless the
entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall
maintain records showing the principal amount so converted and the dates of such conversions or
shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to
require physical surrender of this Note upon each such conversion. In the event of any dispute or
discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in
the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is
converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically
surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver
upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by
the Holder of any applicable transfer taxes) may request, representing in the aggregate the
remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of
this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following

conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c)

Payment of Taxes. The Borrower shall not be required to pay any

tax which may be payable in respect of any transfer involved in the issue and delivery of shares
of Common Stock or other securities or property on conversion of this Note in a name other than
that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver
any such shares or other securities or property unless and until the person or persons (other than
the Holder or the custodian in whose street name such shares are to be held for the Holder’s
account) requesting the issuance thereof shall have paid to the Borrower the amount of any such
tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

(d)

Delivery of Common Stock Upon Conversion. Upon receipt by

the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Debt Settlement Agreement.

(e)

Obligation of Borrower to Deliver Common Stock. Upon receipt

by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of
record of the Common Stock issuable upon such conversion, the outstanding principal amount
and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such
conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights
with respect to the portion of this Note being so converted shall forthwith terminate except the
right to receive the Common Stock or other securities, cash or other assets, as herein provided,
on such conversion. If the Holder shall have given a Notice of Conversion as provided herein,
the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be
absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the
same, any waiver or consent with respect to any provision thereof, the recovery of any judgment
against any person or any action to enforce the same, any failure or delay in the enforcement of
any other obligation of the Borrower to the holder of record, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the Holder of any
obligation to the Borrower, and irrespective of any other circumstance which might otherwise
limit such obligation of the Borrower to the Holder in connection with such conversion. The
Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as
the Notice of Conversion is received by the Borrower before 6:00 p.m., Las Vegas, Nevada
time, on such date.

(f)

Delivery of Common Stock by Electronic Transfer. In lieu of

delivering physical certificates representing the Common Stock issuable upon conversion,
provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast

Automated Securities Transfer

(“FAST”) program, upon request of the Holder and its

compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

(g)

Failure to Deliver Common Stock Prior to Deadline. Without in

any way limiting the Holder’s right to pursue other remedies, including actual damages and/or
equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion
of this Note is not delivered by the Deadline (other than a failure due to the circumstances
described in Section 1.3 above, which failure shall be governed by such Section) the Borrower
shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the
Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the
fifth day of the month following the month in which it has accrued or, at the option of the Holder
(by written notice to the Borrower by the first day of the month following the month in which it
has accrued), shall be added to the principal amount of this Note, in which event interest shall
accrue thereon in accordance with the terms of this Note and such additional principal amount
shall be convertible into Common Stock in accordance with the terms of this Note. The
Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting
from a failure, attempt to frustrate, interference with such conversion right are difficult if not
impossible to qualify. Accordingly the parties acknowledge that the liquidated damages
provision contained in this Section 1.4(g) are justified.

1.5

Concerning the Shares. The shares of Common Stock issuable upon

conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to
an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall
have been furnished with an opinion of counsel (which opinion shall be in form, substance and
scope customary for opinions of counsel in comparable transactions) to the effect that the shares
to be sold or transferred may be sold or transferred pursuant to an exemption from such
registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a
successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in
Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance
with this Section 1.5 and who is an Accredited Investor (as defined in the Debt Settlement Agreement).
Except as otherwise provided in the Debt Settlement Agreement (and subject to the removal provisions
set forth below), until such time as the shares of Common Stock issuable upon conversion of this
Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without
any restriction as to the number of securities as of a particular date that can then be immediately
sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has
not been so included in an effective registration statement or that has not been sold pursuant to
an effective registration statement or an exemption that permits removal of the legend, shall bear
a legend substantially in the following form, as appropriate:

“NEITHER    THE    ISSUANCE    AND    SALE    OF    THE    SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO
WHICH    THESE    SECURITIES    ARE    EXERCISABLE    HAVE    BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)
AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY
THE   HOLDER),   IN   A   GENERALLY   ACCEPTABLE   FORM,   THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
NOTWITHSTANDING   THE   FOREGOING,   THE   SECURITIES   MAY   BE

PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Borrower shall issue to the
Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer
agent shall have received an opinion of counsel, in form, substance and scope customary for
opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such
Common Stock may be made without registration under the Act, which opinion shall be accepted
by the Company so that the sale or transfer is effected or (ii) in the case of the Common Stock
issuable upon conversion of this Note, such security is registered for sale by the Holder under an
effective registration statement filed under the Act or otherwise may be sold pursuant to Rule
144 without any restriction as to the number of securities as of a particular date that can then be
immediately sold. In the event that the Company does not accept the opinion of counsel
provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from
registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of
Default pursuant to Section 3.2 of the Note.

1.6

Effect of Certain Events.

(a)

Effect of Merger, Consolidation, Etc. At the option of the Holder,

the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the
effectuation by the Borrower of a transaction or series of related transactions in which more than
50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other
business combination of the Borrower with or into any other Person (as defined below) or
Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of

Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b)

Adjustment Due to Merger, Consolidation, Etc. If, at any time

when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall
be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other
similar event, as a result of which shares of Common Stock of the Borrower shall be changed
into the same or a different number of shares of another class or classes of stock or securities of
the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of
the assets of the Borrower other than in connection with a plan of complete liquidation of the
Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion
of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the
shares of Common Stock immediately theretofore issuable upon conversion, such stock,
securities or assets which the Holder would have been entitled to receive in such transaction had
this Note been converted in full immediately prior to such transaction (without regard to any
limitations on conversion set forth herein), and in any such case appropriate provisions shall be
made with respect to the rights and interests of the Holder of this Note to the end that the
provisions hereof (including, without limitation, provisions for adjustment of the Conversion
Price and of the number of shares issuable upon conversion of the Note) shall thereafter be
applicable, as nearly as may be practicable in relation to any securities or assets thereafter

deliverable upon the conversion hereof. The Borrower shall not affect any transaction described
in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior
written notice (but in any event at least fifteen (15) days prior written notice) of the record date
of the special meeting of shareholders to approve, or if there is no such record date, the
consummation of, such merger, consolidation, exchange of shares, recapitalization,
reorganization or other similar event or sale of assets (during which time the Holder shall be
entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the
Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above
provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share
exchanges.

(c)

Adjustment Due to Distribution. If the Borrower shall declare or

make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

(d)

Adjustment Due to Dilutive Issuance. If, at any time when any

Notes are issued and outstanding, the Borrower issues or sells, or in accordance with this Section

1.6(d) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration
or for a consideration per share (before deduction of reasonable expenses or commissions or
underwriting discounts or allowances in connection therewith) less than the Conversion Price in
effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a
“Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be
reduced to the amount of the consideration per share received by the Borrower in such Dilutive
Issuance.

The Borrower shall be deemed to have issued or sold shares of Common

Stock if the Borrower in any manner issues or grants any warrants, rights or options (not
including employee stock option plans), whether or not immediately exercisable, to subscribe for
or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights and options to Purchase Common Stock
or Convertible Securities are hereinafter referred to as “Options”) and the price per share for
which Common Stock is issuable upon the exercise of such Options is less than the Conversion
Price then in effect, then the Conversion Price shall be equal to such price per share. For
purposes of the preceding sentence, the “price per share for which Common Stock is issuable
upon the exercise of such Options” is determined by dividing (i) the total amount, if any,
received or receivable by the Borrower as consideration for the issuance or granting of all such
Options, plus the minimum aggregate amount of additional consideration, if any, payable to the
Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities
issuable upon the exercise of such Options, the minimum aggregate amount of additional
consideration payable upon the conversion or exchange thereof at the time such Convertible
Securities first become convertible or exchangeable, by (ii) the maximum total number of shares
of Common Stock issuable upon the exercise of all such Options (assuming full conversion of

Convertible Securities, if applicable). No further adjustment to the Conversion Price will be
made upon the actual issuance of such Common Stock upon the exercise of such Options or upon
the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Additionally, the Borrower shall be deemed to have issued or sold shares

of Common Stock if the Borrower in any manner issues or sells any Convertible Securities,
whether or not immediately convertible (other than where the same are issuable upon the
exercise of Options), and the price per share for which Common Stock is issuable upon such
conversion or exchange is less than the Conversion Price then in effect, then the Conversion
Price shall be equal to such price per share. For the purposes of the preceding sentence, the
“price per share for which Common Stock is issuable upon such conversion or exchange” is
determined by dividing (i) the total amount, if any, received or receivable by the Borrower as
consideration for the issuance or sale of all such Convertible Securities, plus the minimum
aggregate amount of additional consideration, if any, payable to the Borrower upon the
conversion or exchange thereof at the time such Convertible Securities first become convertible
or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon
the conversion or exchange of all such Convertible Securities. No further adjustment to the
Conversion Price will be made upon the actual issuance of such Common Stock upon conversion
or exchange of such Convertible Securities.

(e)

Share Purchase Rights. If, at any time when any Notes are issued and

outstanding, the Borrower issues any convertible securities or rights to Common stock, warrants,
securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of
Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms
applicable to such Share Purchase Rights, the aggregate Share Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained
herein) immediately before the date on which a record is taken for the grant, issuance or sale of
such Debt Settlement Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Debt Settlement Rights.

(f)

Notice of Adjustments. Upon the occurrence of each adjustment

or readjustment of the Conversion Price as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.

1.7

Trading Market Limitations. Unless permitted by the applicable rules and

regulations of the principal securities market on which the Common Stock is then listed or
traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this
Note and the other Notes issued pursuant to the Debt Settlement Agreement more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), which shall be 4.99% of the total shares outstanding on the Closing
Date (as defined in the Debt Settlement Agreement), subject to equitable adjustment from time to time

for stock splits, stock dividends, combinations, capital reorganizations and similar events relating
to the Common Stock occurring after the date hereof. Once the Maximum Share Amount has
been issued, if the Borrower fails to eliminate any prohibitions under applicable law or the rules
or regulations of any stock exchange, interdealer quotation system or other self-regulatory
organization with jurisdiction over the Borrower or any of its securities on the Borrower’s ability
to issue shares of Common Stock in excess of the Maximum Share Amount, in lieu of any
further right to convert this Note, this will be considered an Event of Default under Section 3.3
of the Note.

1.8

Status as Shareholder. Upon submission of a Notice of Conversion by a

Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued
because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or
Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the
Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate,
excepting only the right to receive certificates for such shares of Common Stock and to any
remedies provided herein or otherwise available at law or in equity to such Holder because of a
failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing,
if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10th)
business day after the expiration of the Deadline with respect to a conversion of any portion of
this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder
of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of
this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon
as practicable, return such unconverted Note to the Holder or, if the Note has not been
surrendered, adjust its records to reflect that such portion of this Note has not been converted. In
all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i)
the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required
thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to
have the Conversion Price with respect to subsequent conversions determined in accordance with
Section 1.3) for the Borrower’s failure to convert this Note.

1.9

Prepayment. Notwithstanding anything to the contrary contained in this

Note, at any time during the period beginning on the Issue Date and ending on the date which is
ninety (90) days following the issue date, the Borrower shall have the right, exercisable on not
less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the
outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9.
Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the
Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising
its right to prepay the Note, and (2) the date of prepayment which shall be not more than three

(3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for
prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the

Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified
by the Holder in writing to the Borrower at least one (1) business day prior to the Optional
Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall
make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to
140%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus

(x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional
Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and

(x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the
Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment

Amount due to the Holder of the Note within two (2) business days following the Optional
Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this
Section 1.9.

Notwithstanding anything to the contrary contained in this Note, at any time
during the period beginning on the date of the invoices listed on Exhibit B, which is ninety-one (91) days following the issue date and ending on the date of the invoices listed on Exhibit B, which is one hundred fifty (150) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 145%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

Notwithstanding anything to the contrary contained in this Note, at any time
during the period beginning on the date of the invoices listed on Exhibit B, which is one hundred fifty-one (151) days following the issue date and ending on the date which is one hundred eighty (180) days following the issue date of the invoices listed on Exhibit B, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Third Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Third Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Third Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

After the expiration of one hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.

ARTICLE II. CERTAIN COVENANTS

2.1

Distributions on Capital Stock. So long as the Borrower shall have any

obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

2.2

Restriction on Stock Repurchase. So long as the Borrower shall have any

obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.

2.3

Borrowings. So long as the Borrower shall have any obligation under this

Note, the Borrower shall not, without the Holder’s written consent, create, incur, assume
guarantee, endorse, contingently agree to purchase or otherwise become liable upon the
obligation of any person, firm, partnership, joint venture or corporation, except by the
endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for
borrowed money, except (a) borrowings in existence or committed on the date hereof and of
which the Borrower has informed Holder in writing prior to the date hereof, (b) indebtedness to
trade creditors or financial institutions incurred in the ordinary course of business or (c)

borrowings, the proceeds of which shall be used to repay this Note.

2.4

Sale of Assets. So long as the Borrower shall have any obligation under

this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise
dispose of any significant portion of its assets outside the ordinary course of business. Any
consent to the disposition of any assets may be conditioned on a specified use of the proceeds of
disposition.

2.5

Advances and Loans. So long as the Borrower shall have any obligation

under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business or (c) not in excess of $500,000.

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1

Failure to Pay Principal or Interest. The Borrower fails to pay the

principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

3.2

Conversion and the Shares. The Borrower fails to issue shares of

Common Stock to the Holder (or announces or threatens in writing that it will not honor its
obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in
accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer
(issue) (electronically or in certificated form) any certificate for shares of Common Stock issued
to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this
Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its
transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate
for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant
to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not
to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive
legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any
shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this
Note as and when required by this Note (or makes any written announcement, statement or threat
that it does not intend to honor the obligations described in this paragraph) and any such failure
shall continue uncured (or any written announcement, statement or threat not to honor its
obligations shall not be rescinded in writing) for three (3) business days after the Holder shall
have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in
its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of
this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer
agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer
agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the
Holder within forty eight (48) hours of a demand from the Holder.

3.3

Breach of Covenants. The Borrower breaches any material covenant or

other material term or condition contained in this Note and any collateral documents including but not limited to the Debt Settlement Agreement and such breach continues for a period of ten (10) days after written notice thereof to the Borrower from the Holder.

3.4

Breach of Representations and Warranties. Any representation or

warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Debt Settlement Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Debt Settlement Agreement.

3.5

Receiver or Trustee. The Borrower or any subsidiary of the Borrower

shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

3.6

Judgments. Any money judgment, writ or similar process shall be entered

or filed against the Borrower or any subsidiary of the Borrower or any of its property or other
assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of

twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7

Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation

proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.8

Delisting of Stock. The Borrower shall fail to maintain the

listing of the Stock on at least one of the OTCBB or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

3.9

Failure to Comply with the Exchange Act. The Borrower shall fail to

comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.10

Liquidation. Any dissolution, liquidation, or winding up of Borrower or

any substantial portion of its business.

3.11

Cessation of Operations.

Any cessation of operations by Borrower or

Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.12

Maintenance of Assets.

The failure by Borrower to maintain any

material intellectual property rights, personal, real property or other assets, which are necessary to conduct its business (whether now or in the future).

3.13

Financial Statement Restatement.

The restatement of any financial

statements filed by the Borrower with the SEC for any date or period from two years prior to the
Issue Date of this Note and until this Note is no longer outstanding, if the result of such
restatement would, by comparison to the unrestated financial statement, have constituted a
material adverse effect on the rights of the Holder with respect to this Note or the Debt Settlement
Agreement.

3.14

Reverse Splits.

The Borrower effectuates a reverse split of its

Common Stock without twenty (20) days prior written notice to the Holder.

3.15

Replacement of Transfer Agent. In the event that the Borrower proposes to

replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Debt Settlement Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.16

Cross-Default. Notwithstanding anything to the contrary contained in this

Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

Upon the occurrence and during the continuation of any Event of Default specified in
Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due
at the Maturity Date), the Note shall become immediately due and payable and the Borrower
shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the
Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE
CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE
NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER
SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS
HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED
HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of
any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal
hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event
pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, and/or

3. 15 exercisable through the delivery of written notice to the Borrower by such Holders (the
“Default Notice”), and upon the occurrence of an Event of Default specified the remaining
sections of Articles III (other than failure to pay the principal hereof or interest thereon at the
Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and
payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder,
an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal
amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this
Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any,
on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder
pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to
the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be
known as the “Default Sum”) or (ii) the “parity value” of the Default Sum to be prepaid, where
parity value means (a) the highest number of shares of Common Stock issuable upon conversion
of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading
Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for
purposes of determining the lowest applicable Conversion Price, unless the Default Event arises
as a result of a breach in respect of a specific Conversion Date in which case such Conversion
Date shall be the Conversion Date), multiplied by (b) the highest Closing Price for the Common
Stock during the period beginning on the date of first occurrence of the Event of Default and
ending one day prior to the Mandatory Prepayment Date (the “Default Amount”) and all other
amounts payable hereunder shall immediately become due and payable, all without demand,
presentment or notice, all of which hereby are expressly waived, together with all costs,

including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

ARTICLE IV. MISCELLANEOUS

4.1

Failure or Indulgence Not Waiver. No failure or delay on the part of the

Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privileges. All rights and
remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

4.2

Notices. All notices, demands, requests, consents, approvals, and other

communications required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with
charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set
forth below or to such other address as such party shall have specified most recently by written
notice. Any notice or other communication required or permitted to be given hereunder shall be
deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to be received), or
the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:

If to the Borrower, to:

Microelectronics Technology Company

1155 Camino Del Mar #172

Del Mar, CA 92014

If to the Holder:

Direct Capital Group Inc

1401 Camino Del Mar #202

Del Mar, CA 92014

4.3

Amendments. This Note and any provision hereof may only be amended

by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Debt Settlement Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4

Assignability. This Note shall be binding upon the Borrower and its

successors and assigns, and shall inure to be the benefit of the Holder and its successors and
assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a)
of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be
pledged as collateral in connection with a bona fide margin account or other lending
arrangement.

4.5

Cost of Collection. If default is made in the payment of this Note, the

Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.6

Governing Law. This Note shall be governed by and construed in

accordance with the laws of the State of Nevada without regard to principles of conflicts of
laws. Any action brought by either party against the other concerning the transactions
contemplated by this Note shall be brought only in the state courts of Nevada or in the federal
courts located in the state and county of Clark. The parties to this Note hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not
assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.
The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover
from the other party its reasonable attorney's fees and costs. In the event that any provision of
this Note or any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law.

Any such provision which may prove invalid or unenforceable under any
law shall not affect the validity or enforceability of any other provision of any agreement. Each
party hereby irrevocably waives personal service of process and consents to process being served
in any suit, action or proceeding in connection with this Agreement or any other Transaction
Document by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.7

Certain Amounts. Whenever pursuant to this Note the Borrower is

required to pay an amount in excess of the outstanding principal amount (or the portion thereof
required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such
interest, the Borrower and the Holder agree that the actual damages to the Holder from the
receipt of cash payment on this Note may be difficult to determine and the amount to be so paid
by the Borrower represents stipulated damages and not a penalty and is intended to compensate
the Holder in part for loss of the opportunity to convert this Note and to earn a return from the
sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the
price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that
such amount of stipulated damages is not plainly disproportionate to the possible loss to the
Holder from the receipt of a cash payment without the opportunity to convert this Note into
shares of Common Stock.

4.8

Debt Settlement Agreement. By its acceptance of this Note, each party agrees to

be bound by the applicable terms of the Debt Settlement Agreement.

4.9

Notice of Corporate Events. Except as otherwise provided below, the

Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the
extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with
prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials
and other information sent to shareholders). In the event of any taking by the Borrower of a
record of its shareholders for the purpose of determining shareholders who are entitled to receive
payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share
of any class or any other securities or property, or to receive any other right, or for the purpose of
determining shareholders who are entitled to vote in connection with any proposed sale, lease or
conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation,
dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at
least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the
consummation of the transaction or event, whichever is earlier), of the date on which any such
record is to be taken for the purpose of such dividend, distribution, right or other event, and a
brief statement regarding the amount and character of such dividend, distribution, right or other
event to the extent known at such time. The Borrower shall make a public announcement of any
event requiring notification to the Holder hereunder substantially simultaneously with the
notification to the Holder in accordance with the terms of this Section 4.9.

4.10

Remedies. The Borrower acknowledges that a breach by it of its

obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and
purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that
the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in
the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the
Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Note and to enforce specifically the terms and provisions thereof,
without the necessity of showing economic loss and without any bond or other security being
required.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this October 1, 2014

Microelectronics Technology Company

By: _______________________________

Brett Everett

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $_________________ principal amount
of the Note (defined below) into that number of shares of Common Stock to be issued pursuant

to the conversion of the Note (“Common Stock”) as set forth below, of Force Minerals Corporation, a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of October 1, 2014 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ]

The Borrower shall electronically transmit the Common Stock issuable pursuant

to this Notice of Conversion to the account of the undersigned or its nominee with

DTC through its Deposit Withdrawal Agent Commission system

(“DWAC

Transfer”).

Name of DTC Prime Broker: Account Number:

[

]

The undersigned hereby requests that the Borrower issue a certificate or

certificates for the number of shares of Common Stock set forth below (which
numbers are based on the Holder’s calculation attached hereto) in the name(s)
specified immediately below or, if additional space is necessary, on an attachment
hereto:

Direct Capital Group Inc

1401 Camino Del Mar #202

Del Mar, CA 92014

Attention: Certificate Delivery

Date of Conversion:

_____________

Applicable Conversion Price:

$.00001

Number of Shares of Common Stock to be Issued

Pursuant to Conversion of the Notes:

______________

Amount of Principal Balance Due remaining

Under the Note after this conversion:

______________

By:_____________________________

Title: President.

Date: ______________

PURSUANT TO RULE

144

OR RULE

144A UNDER SAID ACT.

NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $150,000.00

Issue Date: October 1, 2014

Debt Settlement Price: $150,000.00

CONVERTIBLE PROMISSORY NOTE

Microelectronics Technology Corporation, a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of Direct Capital Group Inc, a Nevada corporation, or registered assigns (the “Holder”) the sum of $150,000.00 together with any interest as set forth herein, on July 1, 2014 (the “Maturity Date”) as the dates of the invoices are for January, February, and March of 2014, and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note, which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into Common free trading stock, $0.00001par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of Las Vegas, Nevada are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Debt Settlement Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Debt Settlement Agreement”).

The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1

Conversion Right. The Holder shall have the right from time to time, and

at any time during the period beginning on the date, which is one hundred eighty (180) days,
following the dates listed for each invoice listed in Exhibit B are for January, February, and March of 2014. The Maturity Date for invoice in the amount of $150,000.00, July 1, 2014 (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock.

1.2

Conversion Price.

(a)

Calculation of Conversion Price. The conversion price

(the

(b)

Conversion Price During Major Announcements. Notwithstanding

1.3

Authorized Shares. The Borrower covenants that during the period the

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

1.4

Method of Conversion.

(a)

Mechanics of Conversion. Subject to Section 1.1, this Note may

(b)

Surrender of Note Upon Conversion. Notwithstanding anything to

conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c)

Payment of Taxes. The Borrower shall not be required to pay any

(d)

Delivery of Common Stock Upon Conversion. Upon receipt by

(e)

Obligation of Borrower to Deliver Common Stock. Upon receipt

(f)

Delivery of Common Stock by Electronic Transfer. In lieu of

delivering physical certificates representing the Common Stock issuable upon conversion,
provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast

Automated Securities Transfer

(“FAST”) program, upon request of the Holder and its

(g)

Failure to Deliver Common Stock Prior to Deadline. Without in

1.5

Concerning the Shares. The shares of Common Stock issuable upon

PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

1.6

Effect of Certain Events.

(a)

Effect of Merger, Consolidation, Etc. At the option of the Holder,

(b)

Adjustment Due to Merger, Consolidation, Etc. If, at any time

(c)

Adjustment Due to Distribution. If the Borrower shall declare or

(d)

Adjustment Due to Dilutive Issuance. If, at any time when any

Notes are issued and outstanding, the Borrower issues or sells, or in accordance with this Section

The Borrower shall be deemed to have issued or sold shares of Common

Additionally, the Borrower shall be deemed to have issued or sold shares

(e)

Share Purchase Rights. If, at any time when any Notes are issued and

(f)

Notice of Adjustments. Upon the occurrence of each adjustment

1.7

Trading Market Limitations. Unless permitted by the applicable rules and

1.8

Status as Shareholder. Upon submission of a Notice of Conversion by a

1.9

Prepayment. Notwithstanding anything to the contrary contained in this

(3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for
prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the

(x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional
Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and

(x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the
Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment

Amount due to the Holder of the Note within two (2) business days following the Optional
Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this
Section 1.9.

After the expiration of one hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.

ARTICLE II. CERTAIN COVENANTS

2.1

Distributions on Capital Stock. So long as the Borrower shall have any

2.2

Restriction on Stock Repurchase. So long as the Borrower shall have any

2.3

Borrowings. So long as the Borrower shall have any obligation under this

borrowings, the proceeds of which shall be used to repay this Note.

2.4

Sale of Assets. So long as the Borrower shall have any obligation under

2.5

Advances and Loans. So long as the Borrower shall have any obligation

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1

Failure to Pay Principal or Interest. The Borrower fails to pay the

principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

3.2

Conversion and the Shares. The Borrower fails to issue shares of

3.3

Breach of Covenants. The Borrower breaches any material covenant or

3.4

Breach of Representations and Warranties. Any representation or

3.5

Receiver or Trustee. The Borrower or any subsidiary of the Borrower

3.6

Judgments. Any money judgment, writ or similar process shall be entered

or filed against the Borrower or any subsidiary of the Borrower or any of its property or other
assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of

twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7

Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation

3.8

Delisting of Stock. The Borrower shall fail to maintain the

3.9

Failure to Comply with the Exchange Act. The Borrower shall fail to

comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.10

Liquidation. Any dissolution, liquidation, or winding up of Borrower or

any substantial portion of its business.

3.11

Cessation of Operations.

Any cessation of operations by Borrower or

3.12

Maintenance of Assets.

The failure by Borrower to maintain any

material intellectual property rights, personal, real property or other assets, which are necessary to conduct its business (whether now or in the future).

3.13

Financial Statement Restatement.

The restatement of any financial

3.14

Reverse Splits.

The Borrower effectuates a reverse split of its

Common Stock without twenty (20) days prior written notice to the Holder.

3.15

Replacement of Transfer Agent. In the event that the Borrower proposes to

3.16

Cross-Default. Notwithstanding anything to the contrary contained in this

including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

ARTICLE IV. MISCELLANEOUS

4.1

Failure or Indulgence Not Waiver. No failure or delay on the part of the

4.2

Notices. All notices, demands, requests, consents, approvals, and other

If to the Borrower, to:

Microelectronics Technology Company

500 N. Rainbow Blvd

Las Vegas, NV 89107

If to the Holder:

Direct Capital Group Inc

1401 Camino Del Mar #202

Del Mar, CA 92014

4.3

Amendments. This Note and any provision hereof may only be amended

4.4

Assignability. This Note shall be binding upon the Borrower and its

4.5

Cost of Collection. If default is made in the payment of this Note, the

Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.6

Governing Law. This Note shall be governed by and construed in

4.7

Certain Amounts. Whenever pursuant to this Note the Borrower is

4.8

Debt Settlement Agreement. By its acceptance of this Note, each party agrees to

be bound by the applicable terms of the Debt Settlement Agreement.

4.9

Notice of Corporate Events. Except as otherwise provided below, the

4.10

Remedies. The Borrower acknowledges that a breach by it of its

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this October 1, 2014

Microelectronics Technology Company

By: Brett Everett_________________

Brett Everett

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $_________________ principal amount
of the Note (defined below) into that number of shares of Common Stock to be issued pursuant

to the conversion of the Note (“Common Stock”) as set forth below, of Microelectronics Technology Company, a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of October 1, 2014 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ]

The Borrower shall electronically transmit the Common Stock issuable pursuant

to this Notice of Conversion to the account of the undersigned or its nominee with

DTC through its Deposit Withdrawal Agent Commission system

(“DWAC

Transfer”).

Name of DTC Prime Broker: Account Number:

[

]

The undersigned hereby requests that the Borrower issue a certificate or

Direct Capital Group Inc

1401 Camino Del Mar #202

Del Mar, CA 92014

Attention: Certificate Delivery

Date of Conversion:

_____________

Applicable Conversion Price:

$.00001

Number of Shares of Common Stock to be Issued

Pursuant to Conversion of the Notes:

______________

Amount of Principal Balance Due remaining

Under the Note after this conversion:

______________

By:_____________________________

Title: President.

Date: ______________

PURSUANT TO RULE

144

OR RULE

144A UNDER SAID ACT.

NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $150,000.00

Issue Date: October 2, 2014

Debt Settlement Price: $150,000.00

CONVERTIBLE PROMISSORY NOTE

Microelectronics Technology Corporation, a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of Direct Capital Group Inc, a Nevada corporation, or registered assigns (the “Holder”) the sum of $150,000.00 together with any interest as set forth herein, on October 1, 2014 (the “Maturity Date”) as the invoices are for April, May, June of 2014, and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note, which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into Common free trading stock, $0.00001par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of Las Vegas, Nevada are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Debt Settlement Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Debt Settlement Agreement”).

The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1

Conversion Right. The Holder shall have the right from time to time, and

at any time during the period beginning on the date, which is one hundred eighty (180) days,
following the dates listed for each invoice listed in Exhibit B as the invoices are for April, May, and June of 2014. The Maturity Date for invoice in the amount of $150,000.00, October 1, 2014 (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock.

1.2

Conversion Price.

(a)

Calculation of Conversion Price. The conversion price

(the

(b)

Conversion Price During Major Announcements. Notwithstanding

1.3

Authorized Shares. The Borrower covenants that during the period the

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

1.4

Method of Conversion.

(a)

Mechanics of Conversion. Subject to Section 1.1, this Note may

(b)

Surrender of Note Upon Conversion. Notwithstanding anything to

conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c)

Payment of Taxes. The Borrower shall not be required to pay any

(d)

Delivery of Common Stock Upon Conversion. Upon receipt by

(e)

Obligation of Borrower to Deliver Common Stock. Upon receipt

(f)

Delivery of Common Stock by Electronic Transfer. In lieu of

delivering physical certificates representing the Common Stock issuable upon conversion,
provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast

Automated Securities Transfer

(“FAST”) program, upon request of the Holder and its

(g)

Failure to Deliver Common Stock Prior to Deadline. Without in

1.5

Concerning the Shares. The shares of Common Stock issuable upon

PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

1.6

Effect of Certain Events.

(a)

Effect of Merger, Consolidation, Etc. At the option of the Holder,

(b)

Adjustment Due to Merger, Consolidation, Etc. If, at any time

(c)

Adjustment Due to Distribution. If the Borrower shall declare or

(d)

Adjustment Due to Dilutive Issuance. If, at any time when any

Notes are issued and outstanding, the Borrower issues or sells, or in accordance with this Section

The Borrower shall be deemed to have issued or sold shares of Common

Additionally, the Borrower shall be deemed to have issued or sold shares

(e)

Share Purchase Rights. If, at any time when any Notes are issued and

(f)

Notice of Adjustments. Upon the occurrence of each adjustment

1.7

Trading Market Limitations. Unless permitted by the applicable rules and

1.8

Status as Shareholder. Upon submission of a Notice of Conversion by a

1.9

Prepayment. Notwithstanding anything to the contrary contained in this

(3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for
prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the

(x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional
Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and

(x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the
Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment

Amount due to the Holder of the Note within two (2) business days following the Optional
Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this
Section 1.9.

After the expiration of one hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.

ARTICLE II. CERTAIN COVENANTS

2.1

Distributions on Capital Stock. So long as the Borrower shall have any

2.2

Restriction on Stock Repurchase. So long as the Borrower shall have any

2.3

Borrowings. So long as the Borrower shall have any obligation under this

borrowings, the proceeds of which shall be used to repay this Note.

2.4

Sale of Assets. So long as the Borrower shall have any obligation under

2.5

Advances and Loans. So long as the Borrower shall have any obligation

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1

Failure to Pay Principal or Interest. The Borrower fails to pay the

principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

3.2

Conversion and the Shares. The Borrower fails to issue shares of

3.3

Breach of Covenants. The Borrower breaches any material covenant or

3.4

Breach of Representations and Warranties. Any representation or

3.5

Receiver or Trustee. The Borrower or any subsidiary of the Borrower

3.6

Judgments. Any money judgment, writ or similar process shall be entered

or filed against the Borrower or any subsidiary of the Borrower or any of its property or other
assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of

twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7

Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation

3.8

Delisting of Stock. The Borrower shall fail to maintain the

3.9

Failure to Comply with the Exchange Act. The Borrower shall fail to

comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.10

Liquidation. Any dissolution, liquidation, or winding up of Borrower or

any substantial portion of its business.

3.11

Cessation of Operations.

Any cessation of operations by Borrower or

3.12

Maintenance of Assets.

The failure by Borrower to maintain any

material intellectual property rights, personal, real property or other assets, which are necessary to conduct its business (whether now or in the future).

3.13

Financial Statement Restatement.

The restatement of any financial

3.14

Reverse Splits.

The Borrower effectuates a reverse split of its

Common Stock without twenty (20) days prior written notice to the Holder.

3.15

Replacement of Transfer Agent. In the event that the Borrower proposes to

3.16

Cross-Default. Notwithstanding anything to the contrary contained in this

including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

ARTICLE IV. MISCELLANEOUS

4.1

Failure or Indulgence Not Waiver. No failure or delay on the part of the

4.2

Notices. All notices, demands, requests, consents, approvals, and other

If to the Borrower, to:

Microelectronics Technology Company

500 N. Rainbow Blvd

Las Vegas, NV 89107

If to the Holder:

Direct Capital Group Inc

1401 Camino Del Mar #202

Del Mar, CA 92014

4.3

Amendments. This Note and any provision hereof may only be amended

4.4

Assignability. This Note shall be binding upon the Borrower and its

4.5

Cost of Collection. If default is made in the payment of this Note, the

Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.6

Governing Law. This Note shall be governed by and construed in

4.7

Certain Amounts. Whenever pursuant to this Note the Borrower is

4.8

Debt Settlement Agreement. By its acceptance of this Note, each party agrees to

be bound by the applicable terms of the Debt Settlement Agreement.

4.9

Notice of Corporate Events. Except as otherwise provided below, the

4.10

Remedies. The Borrower acknowledges that a breach by it of its

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this October 2, 2014

Microelectronics Technology Company

By: _Brett Everett__________________

Brett Everett

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $_________________ principal amount
of the Note (defined below) into that number of shares of Common Stock to be issued pursuant

Box Checked as to applicable instructions:

[ ]

The Borrower shall electronically transmit the Common Stock issuable pursuant

to this Notice of Conversion to the account of the undersigned or its nominee with

DTC through its Deposit Withdrawal Agent Commission system

(“DWAC

Transfer”).

Name of DTC Prime Broker: Account Number:

[

]

The undersigned hereby requests that the Borrower issue a certificate or

Direct Capital Group Inc

1401 Camino Del Mar #202

Del Mar, CA 92014

Attention: Certificate Delivery

Date of Conversion:

_____________

Applicable Conversion Price:

$.00001

Number of Shares of Common Stock to be Issued

Pursuant to Conversion of the Notes:

______________

Amount of Principal Balance Due remaining

Under the Note after this conversion:

______________

By:_____________________________

Title: President.

Date: ______________

PURSUANT TO RULE

144

OR RULE

144A UNDER SAID ACT.

NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $150,000.00

Issue Date: October 3, 2014

Debt Settlement Price: $150,000.00

CONVERTIBLE PROMISSORY NOTE

Microelectronics Technology Corporation, a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of Direct Capital Group Inc, a Nevada corporation, or registered assigns (the “Holder”) the sum of $150,000.00 together with any interest as set forth herein, on January 1, 2015 (the “Maturity Date”) as the invoices are for June, July, August, and September of 2014, and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note, which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into Common free trading stock, $0.00001par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of Las Vegas, Nevada are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Debt Settlement Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Debt Settlement Agreement”).

The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1

Conversion Right. The Holder shall have the right from time to time, and

at any time during the period beginning on the date, which is one hundred eighty (180) days,
following the dates listed for each invoice listed in Exhibit B as the invoices are for July, August, and September 2014. The Maturity Date for invoice in the amount of $150,000.00, January 1, 2015 (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock.

1.2

Conversion Price.

(a)

Calculation of Conversion Price. The conversion price

(the

(b)

Conversion Price During Major Announcements. Notwithstanding

1.3

Authorized Shares. The Borrower covenants that during the period the

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

1.4

Method of Conversion.

(a)

Mechanics of Conversion. Subject to Section 1.1, this Note may

(b)

Surrender of Note Upon Conversion. Notwithstanding anything to

conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c)

Payment of Taxes. The Borrower shall not be required to pay any

(d)

Delivery of Common Stock Upon Conversion. Upon receipt by

(e)

Obligation of Borrower to Deliver Common Stock. Upon receipt

(f)

Delivery of Common Stock by Electronic Transfer. In lieu of

delivering physical certificates representing the Common Stock issuable upon conversion,
provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast

Automated Securities Transfer

(“FAST”) program, upon request of the Holder and its

(g)

Failure to Deliver Common Stock Prior to Deadline. Without in

1.5

Concerning the Shares. The shares of Common Stock issuable upon

PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

1.6

Effect of Certain Events.

(a)

Effect of Merger, Consolidation, Etc. At the option of the Holder,

(b)

Adjustment Due to Merger, Consolidation, Etc. If, at any time

(c)

Adjustment Due to Distribution. If the Borrower shall declare or

(d)

Adjustment Due to Dilutive Issuance. If, at any time when any

Notes are issued and outstanding, the Borrower issues or sells, or in accordance with this Section

The Borrower shall be deemed to have issued or sold shares of Common

Additionally, the Borrower shall be deemed to have issued or sold shares

(e)

Share Purchase Rights. If, at any time when any Notes are issued and

(f)

Notice of Adjustments. Upon the occurrence of each adjustment

1.7

Trading Market Limitations. Unless permitted by the applicable rules and

1.8

Status as Shareholder. Upon submission of a Notice of Conversion by a

1.9

Prepayment. Notwithstanding anything to the contrary contained in this

(3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for
prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the

(x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional
Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and

(x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the
Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment

Amount due to the Holder of the Note within two (2) business days following the Optional
Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this
Section 1.9.

After the expiration of one hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.

ARTICLE II. CERTAIN COVENANTS

2.1

Distributions on Capital Stock. So long as the Borrower shall have any

2.2

Restriction on Stock Repurchase. So long as the Borrower shall have any

2.3

Borrowings. So long as the Borrower shall have any obligation under this

borrowings, the proceeds of which shall be used to repay this Note.

2.4

Sale of Assets. So long as the Borrower shall have any obligation under

2.5

Advances and Loans. So long as the Borrower shall have any obligation

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1

Failure to Pay Principal or Interest. The Borrower fails to pay the

principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

3.2

Conversion and the Shares. The Borrower fails to issue shares of

3.3

Breach of Covenants. The Borrower breaches any material covenant or

3.4

Breach of Representations and Warranties. Any representation or

3.5

Receiver or Trustee. The Borrower or any subsidiary of the Borrower

3.6

Judgments. Any money judgment, writ or similar process shall be entered

or filed against the Borrower or any subsidiary of the Borrower or any of its property or other
assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of

twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7

Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation

3.8

Delisting of Stock. The Borrower shall fail to maintain the

3.9

Failure to Comply with the Exchange Act. The Borrower shall fail to

comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.10

Liquidation. Any dissolution, liquidation, or winding up of Borrower or

any substantial portion of its business.

3.11

Cessation of Operations.

Any cessation of operations by Borrower or

3.12

Maintenance of Assets.

The failure by Borrower to maintain any

material intellectual property rights, personal, real property or other assets, which are necessary to conduct its business (whether now or in the future).

3.13

Financial Statement Restatement.

The restatement of any financial

3.14

Reverse Splits.

The Borrower effectuates a reverse split of its

Common Stock without twenty (20) days prior written notice to the Holder.

3.15

Replacement of Transfer Agent. In the event that the Borrower proposes to

3.16

Cross-Default. Notwithstanding anything to the contrary contained in this

including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

ARTICLE IV. MISCELLANEOUS

4.1

Failure or Indulgence Not Waiver. No failure or delay on the part of the

4.2

Notices. All notices, demands, requests, consents, approvals, and other

If to the Borrower, to:

Microelectronics Technology Company

500 N. Rainbow Blvd

Las Vegas, NV 89107

If to the Holder:

Direct Capital Group Inc

1401 Camino Del Mar #202

Del Mar, CA 92014

4.3

Amendments. This Note and any provision hereof may only be amended

4.4

Assignability. This Note shall be binding upon the Borrower and its

4.5

Cost of Collection. If default is made in the payment of this Note, the

Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.6

Governing Law. This Note shall be governed by and construed in

4.7

Certain Amounts. Whenever pursuant to this Note the Borrower is

4.8

Debt Settlement Agreement. By its acceptance of this Note, each party agrees to

be bound by the applicable terms of the Debt Settlement Agreement.

4.9

Notice of Corporate Events. Except as otherwise provided below, the

4.10

Remedies. The Borrower acknowledges that a breach by it of its

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this October 3, 2014

Microelectronics Technology Company

By: Brett Everett______________________

Brett Everett

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $_________________ principal amount
of the Note (defined below) into that number of shares of Common Stock to be issued pursuant

to the conversion of the Note (“Common Stock”) as set forth below, of Microelectronics Technology Company, a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of October 3, 2014 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ]

The Borrower shall electronically transmit the Common Stock issuable pursuant

to this Notice of Conversion to the account of the undersigned or its nominee with

DTC through its Deposit Withdrawal Agent Commission system

(“DWAC

Transfer”).

Name of DTC Prime Broker: Account Number:

[

]

The undersigned hereby requests that the Borrower issue a certificate or

Direct Capital Group Inc

1401 Camino Del Mar #202

Del Mar, CA 92014

Attention: Certificate Delivery

Date of Conversion:

_____________

Applicable Conversion Price:

$.00001

Number of Shares of Common Stock to be Issued

Pursuant to Conversion of the Notes:

______________

Amount of Principal Balance Due remaining

Under the Note after this conversion:

______________

By:_____________________________

Title: President.

Date: ______________

PURSUANT TO RULE

144

OR RULE

144A UNDER SAID ACT.

NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $150,000.00

Issue Date: October 4, 2014

Debt Settlement Price: $150,000.00

CONVERTIBLE PROMISSORY NOTE

Microelectronics Technology Corporation, a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of Direct Capital Group Inc, a Nevada corporation, or registered assigns (the “Holder”) the sum of $150,000.00 together with any interest as set forth herein, on April 4, 2015 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note, which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into Common free trading stock, $0.00001par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of Las Vegas, Nevada are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Debt Settlement Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Debt Settlement Agreement”).

The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1

Conversion Right. The Holder shall have the right from time to time, and

at any time during the period beginning on the date, which is one hundred eighty (180) days,
following the dates listed for each invoice listed in Exhibit B. The Maturity Date for invoice in the amount of $150,000.00, April 4, 2015 (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock.

1.2

Conversion Price.

(a)

Calculation of Conversion Price. The conversion price

(the

(b)

Conversion Price During Major Announcements. Notwithstanding

1.3

Authorized Shares. The Borrower covenants that during the period the

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

1.4

Method of Conversion.

(a)

Mechanics of Conversion. Subject to Section 1.1, this Note may

(b)

Surrender of Note Upon Conversion. Notwithstanding anything to

conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c)

Payment of Taxes. The Borrower shall not be required to pay any

(d)

Delivery of Common Stock Upon Conversion. Upon receipt by

(e)

Obligation of Borrower to Deliver Common Stock. Upon receipt

(f)

Delivery of Common Stock by Electronic Transfer. In lieu of

delivering physical certificates representing the Common Stock issuable upon conversion,
provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast

Automated Securities Transfer

(“FAST”) program, upon request of the Holder and its

(g)

Failure to Deliver Common Stock Prior to Deadline. Without in

1.5

Concerning the Shares. The shares of Common Stock issuable upon

PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

1.6

Effect of Certain Events.

(a)

Effect of Merger, Consolidation, Etc. At the option of the Holder,

(b)

Adjustment Due to Merger, Consolidation, Etc. If, at any time

(c)

Adjustment Due to Distribution. If the Borrower shall declare or

(d)

Adjustment Due to Dilutive Issuance. If, at any time when any

Notes are issued and outstanding, the Borrower issues or sells, or in accordance with this Section

The Borrower shall be deemed to have issued or sold shares of Common

Additionally, the Borrower shall be deemed to have issued or sold shares

(e)

Share Purchase Rights. If, at any time when any Notes are issued and

(f)

Notice of Adjustments. Upon the occurrence of each adjustment

1.7

Trading Market Limitations. Unless permitted by the applicable rules and

1.8

Status as Shareholder. Upon submission of a Notice of Conversion by a

1.9

Prepayment. Notwithstanding anything to the contrary contained in this

(3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for
prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the

(x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional
Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and

(x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the
Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment

Amount due to the Holder of the Note within two (2) business days following the Optional
Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this
Section 1.9.

After the expiration of one hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.

ARTICLE II. CERTAIN COVENANTS

2.1

Distributions on Capital Stock. So long as the Borrower shall have any

2.2

Restriction on Stock Repurchase. So long as the Borrower shall have any

2.3

Borrowings. So long as the Borrower shall have any obligation under this

borrowings, the proceeds of which shall be used to repay this Note.

2.4

Sale of Assets. So long as the Borrower shall have any obligation under

2.5

Advances and Loans. So long as the Borrower shall have any obligation

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1

Failure to Pay Principal or Interest. The Borrower fails to pay the

principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

3.2

Conversion and the Shares. The Borrower fails to issue shares of

3.3

Breach of Covenants. The Borrower breaches any material covenant or

3.4

Breach of Representations and Warranties. Any representation or

3.5

Receiver or Trustee. The Borrower or any subsidiary of the Borrower

3.6

Judgments. Any money judgment, writ or similar process shall be entered

or filed against the Borrower or any subsidiary of the Borrower or any of its property or other
assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of

twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7

Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation

3.8

Delisting of Stock. The Borrower shall fail to maintain the

3.9

Failure to Comply with the Exchange Act. The Borrower shall fail to

comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.10

Liquidation. Any dissolution, liquidation, or winding up of Borrower or

any substantial portion of its business.

3.11

Cessation of Operations.

Any cessation of operations by Borrower or

3.12

Maintenance of Assets.

The failure by Borrower to maintain any

material intellectual property rights, personal, real property or other assets, which are necessary to conduct its business (whether now or in the future).

3.13

Financial Statement Restatement.

The restatement of any financial

3.14

Reverse Splits.

The Borrower effectuates a reverse split of its

Common Stock without twenty (20) days prior written notice to the Holder.

3.15

Replacement of Transfer Agent. In the event that the Borrower proposes to

3.16

Cross-Default. Notwithstanding anything to the contrary contained in this

including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

ARTICLE IV. MISCELLANEOUS

4.1

Failure or Indulgence Not Waiver. No failure or delay on the part of the

4.2

Notices. All notices, demands, requests, consents, approvals, and other

If to the Borrower, to:

Microelectronics Technology Company

500 N. Rainbow Blvd

Las Vegas, NV 89107

If to the Holder:

Direct Capital Group Inc

1401 Camino Del Mar #202

Del Mar, CA 92014

4.3

Amendments. This Note and any provision hereof may only be amended

4.4

Assignability. This Note shall be binding upon the Borrower and its

4.5

Cost of Collection. If default is made in the payment of this Note, the

Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.6

Governing Law. This Note shall be governed by and construed in

4.7

Certain Amounts. Whenever pursuant to this Note the Borrower is

4.8

Debt Settlement Agreement. By its acceptance of this Note, each party agrees to

be bound by the applicable terms of the Debt Settlement Agreement.

4.9

Notice of Corporate Events. Except as otherwise provided below, the

4.10

Remedies. The Borrower acknowledges that a breach by it of its

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this October 4, 2014

Microelectronics Technology Company

By: _Brett Everett__________________

Brett Everett

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $_________________ principal amount
of the Note (defined below) into that number of shares of Common Stock to be issued pursuant

to the conversion of the Note (“Common Stock”) as set forth below, of Microelectronics Technology Company, a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of October 4, 2014 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ]

The Borrower shall electronically transmit the Common Stock issuable pursuant

to this Notice of Conversion to the account of the undersigned or its nominee with

DTC through its Deposit Withdrawal Agent Commission system

(“DWAC

Transfer”).

Name of DTC Prime Broker: Account Number:

[

]

The undersigned hereby requests that the Borrower issue a certificate or

Direct Capital Group Inc

1401 Camino Del Mar #202

Del Mar, CA 92014

Attention: Certificate Delivery

Date of Conversion:

_____________

Applicable Conversion Price:

$.00001

Number of Shares of Common Stock to be Issued

Pursuant to Conversion of the Notes:

______________

Amount of Principal Balance Due remaining

Under the Note after this conversion:

______________

By:_____________________________

Title: President.

Date: ______________

PURSUANT TO RULE

144

OR RULE

144A UNDER SAID ACT.

NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $360,000.00

Issue Date: January 1, 2015

Debt Settlement Price: $360,000.00

CONVERTIBLE PROMISSORY NOTE

Microelectronics Technology Company, a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of Direct Capital Group Inc, a Nevada corporation, or registered assigns (the “Holder”) the sum of $360,000.00 together with any interest as set forth herein, on July 1, 2015 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note, which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into Common free trading stock, $0.00001par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of Las Vegas, Nevada are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Debt Settlement Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Debt Settlement Agreement”).

The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1

Conversion Right. The Holder shall have the right from time to time, and

at any time during the period beginning on the date, which is one hundred eighty (180) days,
following the dates listed for each invoice listed in Exhibit B. The Maturity Date for invoice in the amount of $360,000.00, July 1, 2015 (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock.

1.2

Conversion Price.

(a)

Calculation of Conversion Price. The conversion price (the

(b)

Conversion Price During Major Announcements. Notwithstanding

1.3

Authorized Shares. The Borrower covenants that during the period the

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

1.4

Method of Conversion.

(a)

Mechanics of Conversion. Subject to Section 1.1, this Note may

(b)

Surrender of Note Upon Conversion. Notwithstanding anything to

conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c)

Payment of Taxes. The Borrower shall not be required to pay any

(d)

Delivery of Common Stock Upon Conversion. Upon receipt by

(e)

Obligation of Borrower to Deliver Common Stock. Upon receipt

(f)

Delivery of Common Stock by Electronic Transfer. In lieu of

delivering physical certificates representing the Common Stock issuable upon conversion,
provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast

Automated Securities Transfer

(“FAST”) program, upon request of the Holder and its

(g)

Failure to Deliver Common Stock Prior to Deadline. Without in

1.5

Concerning the Shares. The shares of Common Stock issuable upon

PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

1.6

Effect of Certain Events.

(a)

Effect of Merger, Consolidation, Etc. At the option of the Holder,

(b)

Adjustment Due to Merger, Consolidation, Etc. If, at any time

(c)

Adjustment Due to Distribution. If the Borrower shall declare or

(d)

Adjustment Due to Dilutive Issuance. If, at any time when any

Notes are issued and outstanding, the Borrower issues or sells, or in accordance with this Section

The Borrower shall be deemed to have issued or sold shares of Common

Additionally, the Borrower shall be deemed to have issued or sold shares

(e)

Share Purchase Rights. If, at any time when any Notes are issued and

(f)

Notice of Adjustments. Upon the occurrence of each adjustment

1.7

Trading Market Limitations. Unless permitted by the applicable rules and

1.8

Status as Shareholder. Upon submission of a Notice of Conversion by a

1.9

Prepayment. Notwithstanding anything to the contrary contained in this

(3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for
prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the

(x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional
Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and

(x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the
Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment

Amount due to the Holder of the Note within two (2) business days following the Optional
Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this
Section 1.9.

After the expiration of one hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.

ARTICLE II. CERTAIN COVENANTS

2.1

Distributions on Capital Stock. So long as the Borrower shall have any

2.2

Restriction on Stock Repurchase. So long as the Borrower shall have any

2.3

Borrowings. So long as the Borrower shall have any obligation under this

borrowings, the proceeds of which shall be used to repay this Note.

2.4

Sale of Assets. So long as the Borrower shall have any obligation under

2.5

Advances and Loans. So long as the Borrower shall have any obligation

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1

Failure to Pay Principal or Interest. The Borrower fails to pay the

principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

3.2

Conversion and the Shares. The Borrower fails to issue shares of

3.3

Breach of Covenants. The Borrower breaches any material covenant or

3.4

Breach of Representations and Warranties. Any representation or

3.5

Receiver or Trustee. The Borrower or any subsidiary of the Borrower

3.6

Judgments. Any money judgment, writ or similar process shall be entered

or filed against the Borrower or any subsidiary of the Borrower or any of its property or other
assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of

twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7

Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation

3.8

Delisting of Stock. The Borrower shall fail to maintain the

3.9

Failure to Comply with the Exchange Act. The Borrower shall fail to

comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.10

Liquidation. Any dissolution, liquidation, or winding up of Borrower or

any substantial portion of its business.

3.11

Cessation of Operations.

Any cessation of operations by Borrower or

3.12

Maintenance of Assets.

The failure by Borrower to maintain any

material intellectual property rights, personal, real property or other assets, which are necessary to conduct its business (whether now or in the future).

3.13

Financial Statement Restatement.

The restatement of any financial

3.14

Reverse Splits.

The Borrower effectuates a reverse split of its

Common Stock without twenty (20) days prior written notice to the Holder.

3.15

Replacement of Transfer Agent. In the event that the Borrower proposes to

3.16

Cross-Default. Notwithstanding anything to the contrary contained in this

including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

ARTICLE IV. MISCELLANEOUS

4.1

Failure or Indulgence Not Waiver. No failure or delay on the part of the

4.2

Notices. All notices, demands, requests, consents, approvals, and other

If to the Borrower, to:

Microelectronics Technology Company

1516 E. Tropicana Ave

Las Vegas, NV 89119

If to the Holder:

Direct Capital Group Inc

1401 Camino Del Mar #202

Del Mar, CA 92014

4.3

Amendments. This Note and any provision hereof may only be amended

4.4

Assignability. This Note shall be binding upon the Borrower and its

4.5

Cost of Collection. If default is made in the payment of this Note, the

Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.6

Governing Law. This Note shall be governed by and construed in

4.7

Certain Amounts. Whenever pursuant to this Note the Borrower is

4.8

Debt Settlement Agreement. By its acceptance of this Note, each party agrees to

be bound by the applicable terms of the Debt Settlement Agreement.

4.9

Notice of Corporate Events. Except as otherwise provided below, the

4.10

Remedies. The Borrower acknowledges that a breach by it of its

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this January 1, 2015

Microelectronics Technology Company

By: __Brett Everett____________________

Brett Everett

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $_________________ principal amount
of the Note (defined below) into that number of shares of Common Stock to be issued pursuant

to the conversion of the Note (“Common Stock”) as set forth below, of Microelectronics Technology Company, a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of January 1, 2015 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ]

The Borrower shall electronically transmit the Common Stock issuable pursuant

to this Notice of Conversion to the account of the undersigned or its nominee with

DTC through its Deposit Withdrawal Agent Commission system

(“DWAC

Transfer”).

Name of DTC Prime Broker: Account Number:

[

]

The undersigned hereby requests that the Borrower issue a certificate or

Direct Capital Group Inc

1401 Camino Del Mar #202

Del Mar, CA 92014

Attention: Certificate Delivery

Date of Conversion:

_____________

Applicable Conversion Price:

$.00001

Number of Shares of Common Stock to be Issued

Pursuant to Conversion of the Notes:

______________

Amount of Principal Balance Due remaining

Under the Note after this conversion:

______________

By:_____________________________

Title: President.

Date: ______________

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

I, Brett Everett, certify that:

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

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

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

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

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

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

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

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

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 17, 2015

/s/ Brett Everett

By: Brett Everett

Its: Principal Executive Officer

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14

I, Brett Everett, certify that:

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

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 17, 2015

/s/ Brett Everett

By: Brett Everett

Its: Principal Financial Officer

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MicroElectronics Technology Company (the “Company”) on Form 10-Q for the period ending December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brett Everett, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

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

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

/s/ Brett Everett

By: Brett Everett

Principal Executive Officer and Principal Financial Officer

Dated: February 17, 2015

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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