UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K/A

~~Amendment~~CURRENT ~~No. 1~~REPORT

~~CURRENT REPORT~~ PURSUANT TO SECTION 13 OR 15(Dd) OF THE SECURITIES EXCHANGE ACT OF 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): January 13, 2015

Date of report (Date of earliest event reported): January 13, 2015

Commission File Number: 001-32984

MICROELECTRONICS TECHNOLOGY COMPANY

(Exact name of ~~small~~Company ~~business issuer~~ as specified in its charter)

Nevada




Nevada	001-32984	20-2675800
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	500 N. Rainbow Blvd Las Vegas, Nevada 89107
	(Address of principal executive offices)
	Phone: (949) 436-9382
	(Company’s Telephone Number)

~~(State~~Check orthe ~~other~~appropriate ~~jurisdiction~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~incorporation~~the orCompany ~~organization)~~under any of the following provisions:

~~(IRS~~☐Written ~~Employer~~communications ~~Identification~~pursuant Noto Rule 425 under the Securities Act (17 CFR 230.425)

20☐ Soliciting material pursuant to Rule 14a-~~2675800~~12 under the Exchange Act (17 CFR 240.14a-12)

~~15707~~☐Pre-commencement ~~Rockfield~~communications ~~Blvd~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Irvine,~~☐Pre-commencement ~~California~~communications ~~92618~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(Address~~ITEM of1.01 ~~principal~~ENTRY ~~executive~~INTO ~~offices)~~MATERIAL DEFINITIVE AGREEMENTS

On June 30, 2014, Microelectronics Technology Company (~~949~~the “Company”) ~~436~~entered into and delivered to Classic Capital, Inc., in the principal amount of $50,000.00, due and payable on December 31, 2014, a 8% Convertible Redeemable Note, the terms of which are disclosed on that amended Quarterly Report on Form 10-~~9382~~Q/A, Amendment No. 1 for the period ended September 30, 2014(the “Indebtedness”).

On November 20, 2014, the Company’s Board of Directors (~~Issuer~~the “Board”) authorized the creation of 1,000 shares of Series B Voting Preferred Stock. The holder of the shares of the Series B Voting Preferred Stock has the right to vote those shares of the Series B Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval.The vote of each share of the Series B Voting Preferred Stock is equal to and counted as 4 times the votes of all of the shares of the Company’s ~~telephone~~(i) ~~number~~common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval.

~~Check~~On ~~the~~November ~~appropriate~~21, ~~box~~2014, ~~below~~Classic ifCapital ~~the~~Inc. ~~Form~~assigned ~~8-K~~all ~~filing~~right, istitle, ~~intended~~and tointerest ~~simultaneously~~in ~~satisfy~~and to the ~~filing~~Indebtedness ~~obligation~~to ofRancho Capital Management, Inc., a Nevada corporation (“Rancho”), (the ~~registrant~~“Assignment”). As ~~under~~a ~~any~~result of the ~~following~~Assignment, ~~provisions~~the ~~(see~~Company ~~General~~is ~~Instruction~~indebted Ato Rancho in the principal amount of $50,000.200. ~~below):~~

[On ]November ~~Written~~21, ~~communications~~2014,after review and recommendation from the Board, the Company entered into an Agreement for Conversion of Indebtedness to Series B Voting Preferred Stock with Rancho,pursuant to ~~Rule~~which ~~425~~it ~~under~~was agreed that the ~~Securities~~Indebtedness ~~Act~~would be converted to 1,000 shares of the Company’s Series B Voting Preferred Stock (17the ~~CFR~~“Agreement ~~230.425~~for Conversion”).

[The ]information ~~Soliciting~~specified ~~material~~above ~~pursuant~~is toqualified ~~Rule~~in ~~14a-12~~its ~~under~~entirety by reference to the ~~Exchange~~Agreement ~~Act~~for ~~(17~~Conversion. A ~~CFR~~copy ~~240~~of that agreementis attached hereto as Exhibit10.~~14a-12)~~1.

[ITEM ]3.02 ~~Pre-commencement~~UNREGISTERED ~~communications~~SALES ~~pursuant~~OF toEQUITY ~~Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~SECURITIES

[The ]information ~~Pre-commencement~~set ~~communications~~forth ~~pursuant~~in toItem ~~Rule~~1.01 ~~13e~~of this Current Report on Form 8-~~4(c)~~K ~~under~~is ~~the~~incorporated ~~Exchange~~by ~~Act~~reference ~~(17~~into ~~CFR~~this ~~240~~Item 3.~~13e-4(c))~~02.

~~EXPLANATORY~~Securities ~~NOTE:~~Issued

~~The~~On ~~purpose~~January of13, ~~this Amendment No. 1 (this “Amendment”) to the Current Report on Form 8-K of Microelectronics Technology Company~~2015, ~~a Nevada corporation (~~the “Company~~”),~~ ~~regarding~~filed ~~the~~a ~~declaration~~Certificate of aDesignation ~~preferred stock dividend and filed~~ with the ~~Securities~~Nevada ~~and~~Secretary ~~Exchange Commission on December 17, 2014 (the “Original Filing”) is to disclose the change~~ of ~~the~~State ~~record~~creating ~~date regarding that dividend and~~ the ~~anticipated~~1,000 ~~date of the issuance of the~~ shares of ~~the~~Series ~~Company’s~~B ~~preferred~~Voting ~~stock~~Preferred ~~as that dividend. For convenience of the reader, this Amendment specifies the Original Filing in its entirety, as amended by this Amendment. Except for the change of the record date and the date~~ Stock

On January 13, 2015, the Company issued 1,000 shares of Series B Voting Preferred Stock to Rancho, representing 100% of the total issued and outstanding shares of the Company’s Series B Voting Preferred Stock.

of the anticipated issuance of the shares of the Company’s preferred stock as that dividend, this Amendment does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing.Consideration

~~ITEM~~The ~~8.01~~consideration –for ~~Other~~the ~~Information~~1,000 shares of Series B Voting Preferred Stock is the conversion of the Indebtedness, as set forth in the Agreement for Conversion.

~~The~~Exemption ~~Amendment:~~from Registration

OnThe ~~January 13~~1,000 ~~2015,~~shares toof ~~assure~~the ~~compliance~~Series ~~with~~B ~~the~~Voting ~~provisions~~Preferred ofStock ~~Rule~~were ~~10b-7~~issued ofin ~~the~~reliance ~~Securities~~upon ~~Exchange~~that ~~Act~~exemption offrom ~~1934,~~ the ~~Board~~registration ofand ~~Directors~~prospectus delivery requirements of the ~~Company~~Securities ~~determined~~Act ~~that~~of ~~the~~1933, ~~record~~as ~~date~~amended ~~for~~ (the ~~preferred~~“Act”), ~~stock~~specifiedby ~~dividend~~the ~~payable~~provisions toof ~~holders~~Section 4(2) of the ~~Company’s~~Act ~~common~~regarding ~~stock~~transactions beby ~~changed~~an ~~from~~issuer ~~January~~not ~~16,~~involving ~~2015,~~a topublic ~~January~~offering ~~31,~~of ~~2015~~securities. ~~Additionally,~~The ~~the~~issuance ~~anticipated date~~ of ~~distribution of~~ those shares as conversion of the ~~Company’s~~Indebtednessdid ~~preferred~~not ~~stock~~involve isany ~~February~~public ~~23,~~offering ~~2015~~of securities.

~~Original~~ITEM ~~Filing:~~5.01 CHANGES IN CONTROL OF REGISTRANT

OnThe ~~December~~information ~~16,~~set ~~2014,~~forth ~~Microelectronics~~and ~~Technology~~incorporated ~~Company~~by ~~(the~~reference ~~“Company”)~~in ~~announced~~Items ~~that~~1.01 ~~the~~and ~~Company’s Board of Directors had declared a preferred stock dividend payable to the holders of its common stock of record on January 16, 2015~~3.~~Those~~02 ~~shares~~ of ~~that~~this ~~preferred~~Current ~~stock~~Report ~~will be distributed~~ on ~~the~~Form ~~following~~8-K ~~basis:~~is ~~each~~incorporated ~~holder of the Company’s common stock shall be issued one (1) share of preferred stock for every five million (5,000,000) shares of the Company’s common stock held~~ by ~~that~~reference ~~holder on the record date, January 16, 2015. Each share of that preferred stock will be convertible~~ into ~~one~~this ~~hundred~~Item ~~thousand (100,000) shares of the Company’scommon stock after twelve (12) months of issue~~5.01.

~~The~~Identity ~~anticipated~~of ~~date~~the ofperson ~~issuance~~who ofacquired ~~those~~control; ~~shares~~date and description of the ~~Company’s~~transaction; ~~preferred~~and ~~stock~~basis isof ~~February 16, 2015.~~control

~~Those~~James ~~shares~~Powell is the sole director and officer of ~~that~~Rancho, ~~preferred~~whichacquired ~~stock~~control ~~will~~of ~~have~~the noCompanyon ~~voting~~January ~~power~~13, ~~until~~2015. Control ~~converted~~of ~~into~~the Company resulted fromthe conversion of the Indebtedness to 1,000 shares of the Company’s ~~common~~Series ~~stock~~B Voting Preferred Stock, as specified in Items 1.01 and 3.02 of this Current Report on Form 8-K.

~~SIGNATURES~~Percentage of Voting Securities of the Company

~~Pursuant~~On toJanuary ~~the~~13, ~~requirements of the Securities Exchange Act of 1934~~2015, the ~~Registrant~~Company’s ~~has~~total ~~duly~~issued ~~caused~~and ~~this~~outstanding ~~report~~shares toof becommon ~~signed~~stock onwas ~~its behalf by the undersigned hereunto duly authorized~~6,402,841,204.

~~Date:~~Rancho, ~~January~~as 14the sole holder of the 1,000authorized, ~~2015~~issued and outstanding shares of Series B Voting Preferred Stock, holds voting power equal to99% of the Company’s voting securities.

~~MICROELECTRONICS~~Consideration ~~TECHNOLOGY~~and ~~COMPANY~~source of funds used by Rancho

~~By:~~The ~~/s/Brett~~consideration ~~Everett~~for the 1,000 ~~Director~~shares of Series B Voting Preferred Stock is the conversion of the Indebtedness, as set forth in Items 1.01 and 3.02 of this Current Report on Form 8-K.

2FINANCIAL STATEMENTS AND EXHIBITS



Exhibit No._________		_________________
10.1		Agreement for Conversion of Indebtedness to Series B Voting Preferred Stock by and between Microelectronics Technology Company and Rancho Capital Management, dated November 21, 2014.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Microelectronics Technology Company

Date: January 23, 2015

By: /s/ Brett Everett

Brett Everett

President & CEO

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