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 quarter ended March 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
1934
For the transition period from to
--------------- ---------------
Commission file number 2-80891-NY
Modern Technology Corp.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 11-2620387
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(State or other jurisdiction of (I.R.S. Employer
incorporation or Organization) Identification Number)
P.O. Box 940007, Belle Harbor, N.Y. 11694-0007
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(Address of principal executive office) (Zip Code)
Issuer's telephone number (718) 318-0994
-------------------
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 and Exchange
Act of 1934 during the preceding twelve 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 ninety days
[X ] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15 (d) of the Exchange
Act subsequent to the distribution of securities under a plan confirmed by
a court [ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. 20,150,000
MODERN TECHNOLOGY CORP.
FINANCIAL STATEMENTS
MARCH 31, 2003
I N D E X
Page
----
CONSOLIDATED BALANCE SHEETS 1
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY 2
CONSOLIDATED STATEMENTS OF OPERATIONS 3-4
CONSOLIDATED STATEMENTS OF CASH FLOWS 5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6-11
MODERN TECHNOLOGY CORP.
CONSOLIDATED BALANCE SHEETS
March 31, June 30,
2003 2002
----------- -----------
(Unaudited)
A S S E T S
CURRENT ASSETS
Cash and Cash Equivalents $ 322,712 $ 378,556
Investments, Trading Securities 128,975 20,739
-------- --------
451,687 399,295
-------- --------
EQUIPMENT - At Cost 15,660 15,660
Less: Accumulated Depreciation (13,994) (13,136)
-------- --------
1,666 2,524
-------- --------
OTHER ASSETS
Investments, at Cost, Net of $100,000 and
$-0- Valuation Allowance as of March 31,
2003 and June 30, 2002, respectively 2,331 184,406
Deferred Income Tax 80,005 -0-
-------- --------
82,336 184,406
-------- --------
TOTAL ASSETS $ 535,689 $ 586,225
======== ========
L I A B I L I T I E S A N D S T O C K H O L D E R S' E Q U I T Y
CURRENT LIABILITIES
Accrued Expenses $ 3,305 $ 3,200
Deferred Income Tax 20,194 -0-
-------- --------
Total Current Liabilities 23,499 3,200
-------- --------
STOCKHOLDERS' EQUITY
Common Stock Par Value $.0001
Authorized: 150,000,000 Shares
Issued and Outstanding: 20,150,000
Shares 2,015 2,015
Paid-In Capital 495,161 495,161
Retained Earnings (Deficit) 15,014 85,849
-------- --------
512,190 583,025
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 535,689 $ 586,225
======== ========
See accompanying summary of accounting policies and notes to financial
statements.
Page 1 of 11
MODERN TECHNOLOGY CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD JULY 1, 2001 TO MARCH 31, 2003
Common Stock Total
Par Retained Stock-
# of Value Paid-In Earnings holders'
Shares $.0001 Capital (Deficit) Equity
---------- ------ -------- -------- ---------
BALANCES AT
JULY 1, 2001 20,150,000 $2,015 $495,161 $252,634 $749,810
Dividend of Equity
Investment Stock (178,864) (178,864)
Net Income (Loss)
for the Year Ended
June 30, 2002 12,079 12,079
---------- ------ -------- -------- --------
BALANCES AT
JUNE 30, 2002 20,150,000 2,015 495,161 85,849 583,025
Net Income (Loss)
for the Nine
Months Ended
March 31, 2003
(Unaudited) (70,835) (70,835)
---------- ------ -------- -------- --------
BALANCE AT
MARCH 31, 2003
(Unaudited) 20,150,000 $2,015 $495,161 $ 15,014 $512,190
========== ====== ======== ======== ========
See accompanying summary of accounting policies and notes to financial
statements.
Page 2 of 11
MODERN TECHNOLOGY CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For The Three Months
Ended March 31,
---------------------------
2003 2002
------------ ------------
REVENUES
Interest Income $ 787 $ 1,164
Unrealized Gains - Trading Securities 44,111 -0-
----------- -----------
44,898 1,164
----------- -----------
EXPENSES
Officers' Salaries 7,000 12,143
General and Administrative
Expenses 13,964 8,990
Unrealized Loss - Trading Securities -0- 241,541
Realized Loss - Trading Securities -0- 41,231
----------- -----------
20,964 303,905
----------- -----------
INCOME (LOSS) BEFORE TAXES 23,934 (302,741)
Income Tax Expense (Benefit) (59,801) (137,757)
----------- -----------
NET INCOME (LOSS) $ 83,735 $ (164,984)
=========== ===========
INCOME (LOSS) PER SHARE - BASIC
AND DILUTED NIL (.01)
=========== ===========
NUMBER OF WEIGHTED AVERAGE
SHARES OUTSTANDING 20,150,000 20,150,000
=========== ===========
See accompanying summary of accounting policies and notes to financial
statements.
Page 3 of 11
MODERN TECHNOLOGY CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For The Nine Months
Ended March 31,
---------------------------
2003 2002
------------ ------------
REVENUES
Interest Income $ 3,372 $ 6,666
Realized Gain - Trading Securities -0- 14,343
Unrealized Gains - Trading Securities 44,111 511,782
----------- -----------
47,483 532,791
----------- -----------
EXPENSES
Officers' Salaries 25,859 28,538
General and Administrative
Expenses 49,648 46,628
Realized Loss - Trading Securities 9,831 41,231
Unrealized Loss - Investment, at Cost 100,000 241,541
Goodwill Amortization -0- 15,279
----------- -----------
185,338 373,217
----------- -----------
INCOME (LOSS) BEFORE TAXES (137,855) 159,574
Income Tax Expense (Benefit) (67,020) 76,667
----------- -----------
NET INCOME (LOSS) $ (70,835) $ 82,907
=========== ===========
INCOME (LOSS) PER SHARE - BASIC
AND DILUTED NIL NIL
=========== ===========
NUMBER OF WEIGHTED AVERAGE
SHARES OUTSTANDING 20,150,000 20,150,000
=========== ===========
See accompanying summary of accounting policies and notes to financial
statements.
Page 4 of 11
MODERN TECHNOLOGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For The Nine Months
Ended March 31,
2003 2002
---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (70,835) $ 82,907
Adjustments to Reconcile Net Income
to Net Cash Provided By
Operating Activities:
Realized Gain on Investment -0- (14,343)
Realized Loss 9,831 41,231
Unrealized Gains (44,111) (511,782)
Unrealized Loss 100,000 241,541
Depreciation & Amortization 858 16,316
Changes in Assets and Liabilities:
(Increase) Decrease in Other Assets -0- (4,118)
(Increase) Decrease in Deferred Tax Asset (80,005) (8,228)
(Decrease) Increase in Accrued Expenses 105 (2,300)
(Decrease) Increase in Income Tax Payable -0- (2,972)
(Decrease) Increase in Deferred
Income Tax Liability 20,194 81,458
-------- --------
Net Cash Provided By (Used In)
Operating Activities (63,963) (80,290)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sales of Investment 10,908 68,331
Purchase of Equipment -0- (255)
Purchase of Investment - Trading Securities (2,789) -0-
Purchase of Investment at Equity -0- (98,230)
Capital Withdrawn - Minority Interest -0- (300)
-------- --------
Net Cash Provided By (Used In)
Investing Activities 8,119 (30,454)
-------- --------
Net (Decrease) Increase in Cash
and Cash Equivalents (55,844) (110,744)
Cash and Cash Equivalents,
Beginning of Period 378,556 472,617
-------- --------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 322,712 $ 361,873
======== ========
Supplemental Disclosures Of Cash Flow Information
Cash Paid During The Period For:
Taxes $ -0- $ 3,440
Interest $ -0- $ -0-
Noncash Investing and Financial Transactions:
Dividend of Equity Investment Stock -0- 178,864
See accompanying summary of accounting policies and notes to financial
statements.
Page 5 of 11
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 2003
(Unaudited)
NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS
Modern Technology Corp. (Modern) is a Nevada corporation. Modern
is engaged in aiding prospective clients in obtaining financing
and in providing managerial services to client companies.
Modern's office is located in New York.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING POLICIES
Modern Technology Corp.'s accounting policies conform to U.S.
generally accepted accounting principles. Significant policies
followed are described below.
BASIS OF PRESENTATION
In April 1999 the Company formed a subsidiary named Excess
Materials Inc. (Excess). Excess accounts are included in the
consolidated financial statements at March 31, 2002. Modern owns
70% of Excess. Arthur Seidenfeld (Modern's president) owns 10%
of Excess, Anne Seidenfeld (Arthur's mother and secretary /
treasurer of Modern) owns 10% of Excess and a relative of Mr.
Seidenfeld owns 10% of Excess.
Excess was dissolved during March 2002. All income and expenses
through dissolution have been incorporated into Modern's books.
As of March 31, 2002, $1,425 net assets of Excess were
transferred to Modern and Modern recognized a $354 loss upon
dissolution.
RECLASSIFICATIONS
Certain items from prior periods within the financial statements
have been reclassified to conform to current period
classifications.
CASH AND CASH EQUIVALENTS
Cash equivalents consist of highly liquid, short-term investments
with maturities of 90 days or less. The carrying amount reported
in the accompanying balance sheets approximates fair value.
Page 6 of 11
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 2003
(Unaudited)
(Continued)
PROPERTY AND EQUIPMENT
Renewals and betterments are capitalized; maintenance and repairs
are expensed as incurred. Depreciation is calculated using the
straight line method over the asset's estimated useful life,
which generally approximates 5 years.
ESTIMATES IN FINANCIAL STATEMENTS
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 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.
INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes." SFAS 109 has as its basic
objective the recognition of current and deferred income tax
assets and liabilities based upon all events that have been
recognized in the financial statements as measured by the
provisions of the enacted tax laws.
Valuation allowances are established when necessary to reduce
deferred tax assets to the estimated amount to be realized.
Income tax expense represents the tax payable for the current
period and the change during the period in the deferred tax
assets and liabilities.
ADVERTISING
Advertising costs are expensed as incurred. Advertising expense
for the nine months ended March 31, 2003 and 2002 was $-0-, and
$-0-, respectively.
Page 7 of 11
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 2003
(Unaudited)
(Continued)
NOTE 3: CONCENTRATIONS OF CREDIT RISK
The Company's financial instruments that are exposed to
concentrations of credit risk consist primarily of cash.
At March 31, 2003 and June 30, 2002, the Company had deposits in
various financial institutions totaling a bank balance of
$323,005 and $400,937, respectively. Of the bank balance, up to
$3,075 and $2,955 was covered by federal depository insurance.
The remaining balance was uninsured and uncollateralized. At
times during the nine months ended March 31, 2003 and year ended
June 30, 2002, the Company had funds on deposit with banks that
were uninsured and uncollateralized, as a result, funds are at
risk of loss. The Company has not experienced any losses in such
accounts and believes they are not exposed to any significant
credit risk on cash and cash equivalents. The carrying amount of
these deposits in the accompanying financial statements was
$322,712 and $378,556 at March 31, 2003 and June 30, 2002
respectively.
NOTE 4: MARKETABLE SECURITIES
During the quarter ended December 31, 2001, the investment in
701,071 shares of common stock of Lite King Corp. (LKC) was
considered a trading security in accordance with Financial
Accounting Standard (FAS) 115. LKC shares are traded on the NASD
over the counter bulletin board system. The cost of these shares
is $14,021. During the year ended June 30, 2002, 423,693 shares
of LKC stock were sold generating a realized gain of $102,430.
The total unrealized gain on LKC stock was $14,814 at June 30,
2002. During the six months ended December 31, 2002, 296,278
shares of LKC stock were sold generating a realized loss of
$9,831. As of March 31, 2003, the Company held no LKC stock.
During the quarter ended March 31, 2003, the investment in
117,250 shares of common stock of Scientio Inc. was considered a
trading security in accordance with Financial Accounting Standard
(FAS) 115. Scientio Inc. shares are traded on the NASD over the
counter bulletin board system. The cost of these shares is
$84,864. The total unrealized gain on Scientio Inc. was $44,111
at March 31, 2003.
Page 8 of 11
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 2003
(Unaudited)
(Continued)
NOTE 5: INVESTMENT IN EQUITY SECURITIES (At Cost)
Investments in Non Marketable Equity Securities consist of the
following:
March 31, June 30,
2003 2002
--------- --------
Investment in 360,000
restricted shares in
Daine Industries, Inc. $ 1,431 $ 1,431
Investment in 117,250
restricted shares in
Scientio Inc. -0- 82,075
Investment in 5% of
total shares in Interactive
Medicine Inc. net of
$100,000, and $-0- valuation
allowance as of March 31,
2003 and June 30, 2002,
respectively -0- 100,000
Investments in other
restricted securities 900 900
------- --------
$ 2,331 $ 184,406
======= ========
The Company has established a valuation allowance of $100,000,
and $-0- against its investment in Interactive Medicine Inc. to
reflect the uncertainty of the fair market value of the
investment as of March 31, 2003 and June 30, 2002, respectively.
NOTE 6: INCOME TAX EXPENSE (BENEFIT)
The provision for income taxes is comprised of the following:
3/31/03 3/31/02
------- -------
Current $ (7,210) $ 3,440
Deferred (59,810) 73,230
------- -------
$(67,020) $ 76,670
======= =======
The provision for income taxes differs from the amount computed
by applying the statutory federal income rate as follows:
3/31/03 3/31/02
-------- -------
Expected statutory amount $ -0- $ -0-
Net operating loss (80,005) (8,228)
Unrealized gains 20,195 81,458
State income taxes, net
of federal benefit (7,210) 3,440
------- -------
$(67,020) $ 76,670
======= =======
Page 9 of 11
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 2003
(Unaudited)
(Continued)
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and amounts used for
income tax purposes and the impact of available net operating
loss carryforwards.
The tax effect of significant temporary differences, which
comprise the deferred tax assets are as follows:
3/31/03 6/30/02
-------- --------
Deferred tax assets:
Net operating loss
carry forwards $ 80,005 $ 18,000
Amortization of Intangibles -0- 8,412
Investment loss -0- 4,620
------- -------
Gross deferred tax assets 80,005 31,032
Valuation allowance -0- (31,032)
------- -------
Net deferred tax assets $ 80,005 $ -0-
======= =======
Deferred tax liabilities:
Investment gain $ 20,194 $ -0-
======= =======
The accumulated net operating loss of approximately $170,000
expires in the year ended June 30, 2021.
NOTE 7: POSTRETIREMENT BENEFITS
The company does not maintain any employee benefits currently.
The company does not maintain a plan for any postretirement
employee benefits, therefore, no provision was made under FAS's
106 and 112.
NOTE 8: RELATED PARTY TRANSACTIONS
Arthur Seidenfeld, President and a director of the Company, owns
47.9% of the outstanding shares of Modern Technology Corp. Anne
Seidenfeld, Treasurer, Secretary and a director of the Company,
owns approximately 12% of the outstanding shares of Modern
Technology Corp. Anne Seidenfeld is Arthur Seidenfeld's mother.
There were no related party transactions.
Page 10 of 11
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 2003
(Unaudited)
(Continued)
NOTE 9: INTERIM FINANCIAL REPORTING
The unaudited financial statements of the Company for the period
July 1, 2002 to March 31, 2003 have been prepared by management
from the books and records of the Company, and reflect, in the
opinion of management, all adjustments necessary for a fair
presentation of the financial position and operations of the
Company as of the period indicated herein, and are of a normal
recurring nature.
NOTE 10: SUBSEQUENT EVENTS
During the quarter ended March 31, 2003, the Registrant concluded
agreements with Atlas Exportaciones e Importaciones S.A.
("Atlas") and Esmeralda S.A., ("Esmeralda") both Chilean food
products company which grants the Registrant the exclusive rights
to represent their products for sale in Israel for the remainder
of calendar year 2003 and to be compensated on a commission basis
if the Registrant introduces any Israeli buyer to either Atlas or
Esmeralda who ultimately purchase product from either company.
The Registrant may also introduce buyers outside of Israel to
either Atlas or Esmeralda but without any exclusivity of
representation and the registrant will be compensated on a
commission basis. During the quarter ended March 31, 2003 and to
the date of this report, no revenues have been generated from
activities with Atlas or Esmeralda.
On April 1, 2003, the Registration signed a memorandum of
understanding with Centrovet, Ltda. ("Centrovet"), a Chilean
veterinary pharmaceutical company which will result in the
Registrant being compensated for the introduction of buyers
worldwide for Centrovet's veterinary products or Chilean human
pharmaceutical products marketed by Centrovet. The Registrant
will also be compensated for the establishment of any joint
ventures in the pharmaceutical field between Centrovet and others
through the Registrant's introduction.
Page 11 of 11
Part 1. Financial Information.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Modern Technology Corp. ("The Registrant") is engaged in aiding
prospective clients in obtaining financing and in providing management
services to client companies. Presently, the Registrant is seeking out
joint venture candidates and companies for which it can aid in providing
financing and managerial services although no assurances can be given that
the Registrant will be successful in gaining new clients in the near
future.
During the quarter ended March 31, 2003, the Registrant concluded
agreements with Atlas Exportaciones e Importaciones S.A. ("Atlas") and
Esmeralda S.A., ("Esmeralda") both Chilean food products company which
grants the Registrant the exclusive rights to represent their products for
sale in Israel for the remainder of calendar year 2003 and to be
compensated on a commission basis if the Registrant introduces any Israeli
buyer to either Atlas or Esmeralda who ultimately purchase product from
either company. The Registrant may also introduce buyers outside of
Israel to either Atlas or Esmeralda but without any exclusivity of
representation and the registrant will be compensated on a commission
basis. During the quarter ended March 31, 2003 and to the date of this
report, no revenues have been generated from activities with Atlas or
Esmeralda.
On April 1, 2003, the Registration signed a memorandum of
understanding with Centrovet, Ltda. ("Centrovet"), a Chilean veterinary
pharmaceutical company which will result in the Registrant being
compensated for the introduction of buyers worldwide for Centrovet's
veterinary products or Chilean human pharmaceutical products marketed by
Centrovet. The Registrant will also be compensated for the establishment
of any joint ventures in the pharmaceutical field between Centrovet and
others through the Registrant's introduction.
The memorandum of understanding also speaks of compensation for the
Registrant through the introduction of a potential acquisition in the
pharmaceutical field for Centrovet. No assurance can be given that the
Registrant will be successful in generating any commission revenues in the
future from activities on behalf of Atlas, Esmeralda or Centrovet. On
April 15, 2003, the Registrant established a 100% owned subsidiary,
entitled Pharmavet Inc. ("Pharmavet"). The Registrant intends to assign
its agreement with Centrovet to Pharmavet.
During the nine months ended March 31, 2003, the Registrant had a net
loss of $70,835, as compared with net income of $82,907 for the nine
months ended March 31, 2002. For the nine months ended March 31, 2003, the
Registrant had total revenues of $47,483 as compared with revenues of
$532,791 for the nine months period ended March 31, 2002.
The net loss for the nine months ended March 31, 2003 is attributable
to the following: a realized loss of $9,831 reflecting sale of the shares
the Registrant owned in Lite King Corp, whose shares traded on the OTC
Bulletin Board and an unrealized loss of $100,000 reflecting a valuation
allowance against its investment in shares of Interactive Medicine Inc. to
reflect the uncertainty of the fair market value of the investment as of
March 31, 2003. During the nine months ended March 31, 2003, the
Registrant's revenues were attributed to the following item: interest
income of $3,372 and an unrealized gain-trading securities of $44,111-
(Scientio, Inc.).
During the nine months ended March 31, 2003, expenses amounted to
$75,507-, attributable to the following items: Officers' salaries of
$25,859 and general and administrative expenses of $49,648-. For the nine
months ended March 31, 2002, officers salaries amounted to $28,538,
general and administrative expenses of $46,628, and goodwill amortization
of $15,279 in connection with the Registrant's 20% ownership interest in
Scientio, Inc. General and administrative expenses can be attributed
primarily to legal and accounting fees.
During the nine months ended March 31, 2003, the Registrant's
president, Arthur Seidenfeld received a salary of $24,059; during the nine
months ended March 31, 2002 he received a salary of $23,138. Anne
Seidenfeld, the Registrant's treasury-secretary did not receive a salary
for the six months ended March 31, 2003 and received a salary of $1,800
for the three months ended September 30, 2002. For the nine months ended
March 31, 2002, she received a salary of $5,400. She has also declared
that she will not take any additional salary for the fiscal year ended
June 30, 2003. The cash and cash equivalent balances along with holdings
of U.S. treasury obligations of the Registrant as of March 31, 2003 and
June 30, 2002 were $322,712 and $378,556 respectively.
The Registrant signed a consulting agreement on December 8, 2000 to
invest $238,500 in exchange for 403,000 shares of Scientio Inc.,
("Scientio"), a United Kingdom based development stage company engaged in
developing a line of software products (XML products). The shares received
by the Registrant represented a 20% ownership interest in Scientio.
Scientio was a newly formed U.S. company established in the state of
Delaware with operations conducted in the United Kingdom. Scientio
generated revenues of $2,700 during the quarter ended June 30, 2002.
Before the quarter ended June 30, 2002, Scientio did not generate any
revenues.
Scientio registered the shares owned by the Registrant under the
Securities Act, for distribution and trading. During the first week of
October 2001, the Registrant distributed its 403,000 share position in
Scientio to its shareholders in a dividend spinoff transaction. The
Registrant covered registration costs and expenses in connection with the
preparation and filing of the proposed registration statement of the
Scientio shares.
An investment of $188,500 by the Registrant was used by Scientio to
complete and test its initial XML software products and enable Scientio to
begin a marketing program. Scientio's XML Miner and XML Rule products have
been targeted to software developers as they relate to the field of data
mining. In the consolidated statement of operations for the year ended
June 30, 2001, the Registrant had recorded goodwill amortized amounting to
$27,881 and has recorded its share of Scientio's loss amounting to
$15,314. On the consolidated balance sheet at June 30, 2001, part of the
Registrant's investment in Scientio has been carried as Goodwill-
$139,406.
On May 29, 2002, a form 8-K was filed by Scientio. As a result of
Scientio's inability to raise additional funds for operations and to
generate a material amount of licensing revenues, the board of directors
of Scientio took the following actions:
Scientio transferred all assets and its software business to a British
Virgin Island private company entitled Scientio Inc. (BVI). All software
improvements and new products related to the software business will also
be transferred into this private BVI company and Andrew Edmonds, former
president of Scientio and its current secretary and director has agreed
not to compete with this private BVI company in the field of datamining
for the next 3 years. BVI hopes to raise capital from private sources.
Scientio has received a 27% ownership interest in Scientio Inc BVI with
the family of Andrew Edmonds receiving a 73% ownership interest. Anneke
Edmonds, Andrew Edmonds' wife returned 1,541,850 shares of Scientio,
retaining a 50,000 share ownership interest in Scientio. As a result, the
outstanding shares of Scientio was reduced to 661,900 shares from
approximately 2.2 million shares. Scientio was offering itself as a
reporting trading public company for merger with a private company. During
the six month period ended June 30, 2002, the Registrant purchased 117,250
shares of Scientio for $82,075 (70 cents per share).
On February, 7, 2003, Scientio concluded an agreement of merger with
International Integrated Incorporated, ("III") a company in the breast
implant business. At the time of closing, Scientio issued approximately
15,079,333 million restricted shares to the owners of III with the present
shareholders of Scientio owning approximately 4.2% of the outstanding
shares of the merged company after merger.
The Registrant signed a consulting agreement on March 19, 2001 with
Interactive Medicine, Inc. ("Interactive"), a Florida based development
stage company engaged in the healthcare Internet business. The Registrant
invested $100,000 and received 790,604 shares of Interactive, represented
a 5% ownership interest in Interactive. Interactive aggregates medical
opinion leaders, physician peer groups, shared content and commerce into
specific web based communities, each a Healthcare Channel. With its
proprietary technology, consisting of a set of Internet-based connectivity
tools and solutions, it intended to become a medical specialty network
used by doctors and other healthcare providers.
Interactive, on February 11, 2002, filed a form SB-2 registration
statement to register the shares owned by the Registrant under the
Securities Act, for distribution and trading. Upon the effective date of
the filed Registration Statement, the Registrant intends to distribute its
790,604 share position in Interactive to its shareholders in a transaction
similar to the Scientio distribution discussed earlier in this
management's discussion. Interactive received a comment letter related to
its registration statement some months ago.
To date, Interactive has not filed an amendment to its registration
statement. Management of the Registrant has no knowledge as to whether
Interactive intends to complete the registration process. During the
quarter ended September 30, 2002, the Registrant established a valuation
allowance of $100,000 against its investment in Interactive shares to
reflect the uncertainty of the fair market value of its investment. No
assurance can be given that Interactive's Registration Statement will be
declared effective and the Registrant will be able to distribute its
shares in Interactive to the Registrant's shareholders.
On December 20, 2002, Daine Industries Inc. ("Daine") completed a
merger with Westport Cruise Corp, ("Westport Cruise") whereby Daine issued
11,181,366 restricted shares to the owners of Westport Cruise and Westport
Cruise merged into Daine. Upon signing the merger agreement, the officers
and directors of Daine resigned (the same officers and directors of the
Registrant), and were replaced by officers and directors of Westport
Cruise Corp. Westport Cruise Corp operates a travel agency business in
Canada. As a result of the merger, the owners of Westport Cruise own 90%
of the outstanding shares of Daine. The Registrant owns 360,000 shares of
Daine's common stock.
On March 9, 2001, Lite King Corp ("Lite King") through a wholly owned
subsidiary acquired all of the assets and subsidiaries of National Cabling
Services, Inc. ("National Cabling"). At the completion of the merger,
shareholders of National Cabling received 5,149,029 shares of Lite King.
Upon signing the merger agreement, the officers and directors of Lite King
resigned (the same officers and directors of the Registrant), and were
replaced by officers and directors of National Cabling. National Cabling's
principal business activity is the design and installation of cabling for
computer networks (fiberoptic).
During March 1999, the Registrant established a subsidiary entitled Excess
Materials, Inc. ("Excess Materials"). Excess Materials was an electronic
internet marketplace for corporate buyers and sellers of food commodities,
equipment, metals, industrial supplies, animal hides and textile items.
Excess Materials was to derive revenues from commissions paid by the
seller on completed transactions. During the fiscal year ended June 30,
2002, the Registrant closed down the operations of Excess and liquidated
the company. Excess did not generate any revenues during its approximate 3
year history. At the time of its termination, Excess had approximately 620
registered members.
The Item 4. Controls and Procedures.
The Registrant's president, who is also chief executive and chief
financial officer of the Registrant, has concluded based on his evaluation
as of a date within 90 days prior to the date of the filing of this
Report, that the Registrant's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the
Registrant in the reports filed or submitted by it under the Securities
Act of 1934, as amended, is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange
Commission's rules and forms, and include controls and procedures designed
to ensure that information required to be disclosed by the Registrant in
such reports is accumulated and communicated to the Registrant's
management, including the president, as appropriate to allow timely
decisions regarding required disclosure.
There was no significant changes in the Company's internal controls
or in other factors that could significantly effect these controls
subsequent to the date of such evaluation.
Part 2. Other Information
Item 1. Legal Proceedings. None.
Item 2. Changes in Securities. None.
Item 3. Defaults upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Materially Important Events. None.
Item 6. Exhibits and Reports on Form 8-K. None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MODERN TECHNOLOGY CORP.
By: Arthur J. Seidenfeld
President, Chief Executive and
Chief Financial Officer
May 2, 2003
CERTIFICATIONS
I, Arthur J. Seidenfeld certify that:
1. I have reviewed this quarterly report on Form 10-Q of Modern
Technology, Corp.
2. Based on my knowledge, this quarterly 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 quarterly report.
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures 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
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function);
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls: and
b) any fraud whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 2, 2003
/s/ Arthur J. Seidenfeld
Arthur J. Seidenfeld
President and Chief Executive Officer
CERTIFICATIONS
I, Arthur J. Seidenfeld certify that:
1. I have reviewed the quarterly report on Form 10-Q of Modern
Technology, Corp.
2. Based on my knowledge, this quarterly 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 quarterly report.
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures 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
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function);
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls: and
b) any fraud whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 2, 2003
/s/ Arthur J. Seidenfeld
Arthur J. Seidenfeld
President and Chief Financial Officer