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 September 30, 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
--------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or Organization) Identification Number)
P.O. Box 940007, Belle Harbor, N.Y. 11694-0007
-------------------------------------- ----------
(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 TECHNNOLOGY CORP.
FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
I N D E X
Page
CONSOLIDATED BALANCE SHEETS 1
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY 2
CONSOLIDATED STATEMENTS OF OPERATIONS 3
CONSOLIDATED STATEMENTS OF CASH FLOWS 4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5-13
MODERN TECHNOLOGY CORP.
CONSOLIDATED BALANCE SHEETS
Sept. 30, June 30,
2003 2003
----------- ----------
(Unaudited)
A S S E T S
CURRENT ASSETS
Cash and Cash Equivalents $ 265,448 $ 302,517
Investments, Trading Securities 193,463 82,520
-------- --------
458,911 385,037
-------- --------
EQUIPMENT - At Cost 17,436 17,436
Less: Accumulated Depreciation (14,656) (14,280)
-------- --------
2,780 3,156
-------- --------
OTHER ASSETS
Deferred Registration Costs -0- 25,000
Investments, At Cost 900 2,331
-------- --------
900 27,331
-------- --------
TOTAL ASSETS $ 462,591 $ 415,524
======== ========
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 $ 3,201 $ 23,200
Account Payable, Related Parties 2,594 1,848
-------- --------
Total Current Liabilities 5,795 25,048
-------- --------
MINORITY INTEREST 5,000 5,000
-------- --------
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) (45,380) (111,700)
-------- --------
451,796 385,476
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 462,591 $ 415,524
-------- --------
See accompanying summary of accounting policies and notes to financial
statements. Page 1 of 13
MODERN TECHNOLOGY CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD JULY 1, 2002 TO SEPTEMBER 30, 2003
Common Stock
------------------ Total
Par Retained Stock-
# of Value Paid-In Earnings holders'
Shares $.0001 Capital (Deficit) Equity
---------- ------- -------- --------- ---------
BALANCES AT
JULY 1, 2002 20,150,000 $2,015 $495,161 $ 85,849 $ 583,025
Net Income (Loss)
for the Year
Ended June 30,
2003 (197,549) (197,549)
---------- ----- ------- ------- --------
BALANCE AT
JUNE 30, 2003 20,150,000 2,015 495,161 (111,700) 385,476
Net Income (Loss)
For the Three
Months Ended
September 30, 2003
(Unaudited) 66,320 66,320
---------- ----- ------- ------- -------
BALANCE AT
SEPTEMBER 30, 2003
(Unaudited) 20,150,000 $2,015 $495,161 $ (45,380) $ 451,796
========== ===== ======= ======== ========
See accompanying summary of accounting policies and notes to financial
statements.
Page 2 of 13
MODERN TECHNOLOGY CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For The Three Months
Ended September 30,
2003 2002
------------ ------------
REVENUES
Interest Income $ 554 $ 1,304
Realized Gain - Trading Securities -0- 183
Unrealized Gain - Trading Securities 110,943 -0-
----------- -----------
111,497 1,487
----------- -----------
EXPENSES
Officers' Salaries 8,152 10,554
General and Administrative
Expenses 34,284 8,361
Unrealized Loss - Trading Securities -0- 9,555
Unrealized Loss - Investment, at Cost 1,431 100,000
----------- -----------
43,867 128,470
----------- -----------
INCOME (LOSS) BEFORE TAXES 67,630 (126,983)
Income Tax Expense (Benefit) 1,310 -0-
----------- -----------
NET INCOME (LOSS) $ 66,320 $ (126,983)
=========== ===========
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 13
MODERN TECHNOLOGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For The Three Months
Ended September 30,
-----------------------
2003 2002
--------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 66,320 $(126,983)
Adjustments to Reconcile Net Income
to Net Cash Provided By (Used In)
Operating Activities:
Depreciation & Amortization 376 286
Realized Gain - Trading Securities -0- (183)
Unrealized (Gain) Loss - Trading
Securities (110,943) 9,555
Unrealized Loss - Investment at Cost 1,431 100,000
Deferred Registration Costs 20,000 -0-
Changes in Assets and Liabilities:
Increase (Decrease) Accrued
Expenses (14,999) -0-
Increase (Decrease) Account Payable -
Related Parties 746 -0-
-------- --------
Net Cash Provided By (Used In)
Operating Activities (37,069) (17,325)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Purchase) Sale of Securities -0- 10,788
-------- --------
Net Cash (Used In) Provided By
Investing Activities -0- 10,788
-------- --------
Net Increase (Decrease) in Cash
and Cash Equivalents (37,069) (6,537)
Cash and Cash Equivalents,
Beginning of Period 302,517 378,556
-------- --------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 265,448 $ 372,019
======== ========
Supplemental Disclosures Of Cash Flow Information
Cash Paid During The Period For:
Taxes $ 1,310 $ -0-
Interest $ -0- $ -0-
See accompanying summary of accounting policies and notes to financial
statements.
Page 4 of 13
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 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 and June 30,
2001 and 2000. 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.
In April 2003 the Company formed a subsidiary named Pharmavet
Inc. (Pharmavet). Pharmavet accounts are included in the
consolidated financial statements at September 30, 2003. Modern
owns 97.6% of Pharmavet. Gerald Kaufman (Modern's Director and
legal counsel for both Modern and Pharmavet) owns 2.4% of
Pharmavet.
RECLASSIFICATIONS
Certain items from prior periods within the financial statements
have been reclassified to conform to current period
classifications.
Page 5 of 13
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
(Unaudited)
(Continued)
CASH AND CASH EQUIVALENTS
Cash equivalents consist of highly liquid, short-term investments
with original maturities of 90 days or less. The carrying amount
reported in the accompanying balance sheets approximates fair
value.
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.
Page 6 of 13
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
(Unaudited)
(Continued)
ADVERTISING
Advertising costs are expensed as incurred. Advertising expense
for the years ended September 30, 2003 and 2002 was $-0- and
$-0-, respectively.
IMPACT OF NEW ACCOUNTING STANDARDS
SFAS 142 addresses the financial accounting and reporting for
acquired goodwill and other intangible assets. Under the new
rules, the Company is no longer required to amortize goodwill and
other intangible assets with indefinite lives, but will be
subject to periodic testing for impairment. SFAS 142 supercedes
APB Opinion No. 17, "Intangible Assets". The Company expects that
SFAS 142 will not have a material impact on its consolidated
results of operations and financial position upon adoption. The
Company adopted SFAS 142 on January 1, 2002 and does not have an
effect on the Company's consolidated financial statements.
SFAS 143 establishes accounting standards for the recognition and
measurement of an asset retirement obligation and its associated
asset retirement cost. It also provides accounting guidance for
legal obligations associated with the retirement of tangible
long-lived assets. SFAS 143 is effective in fiscal years
beginning after September 15, 2002, with early adoption
permitted. The Company expects that the provisions of SFAS 143
will not have a material impact on its consolidated results of
operations and financial position upon adoption. The Company
adopted SFAS 143 effective January 1, 2002 and does not have an
effect on the Company's consolidated financial statements.
SFAS 144 establishes a single accounting model for the impairment
or disposal of long-lived assets, including discontinued
operations. SFAS 144, supersedes Statement of Financial
Accounting Standards No. 121, "Accounting for Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS
121"), and APB Opinion No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions". The provisions of SFAS 144 are
effective in fiscal years beginning after December 15, 2001, with
Page 7 of 13
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
(Unaudited)
(Continued)
early adoption permitted, and in general are to be applied
prospectively, and does not have an effect on the Company's
consolidated financial statements.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13,
and Technical Corrections." SFAS No. 145 eliminates SFAS No. 4,
"Reporting Gains and Losses from Extinguishment of Debt," which
required all gains and losses from extinguishment of debt to be
aggregated and, if material, classified as an extraordinary item.
Under SFAS No. 145, such gains and losses should be classified as
extraordinary only if they meet the criteria of APB Opinion No. 30.
In addition, SFAS No. 145 amends SFAS No. 13,Accounting for
Leases," to eliminate an inconsistency between the required
accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. The
Company adopted SFAs 145 effective June 1, 2003 and does not have
an effect on the Company's consolidated financial statements.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". The standard requires
companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. Previous accounting
guidance was provided by EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs incurred in a
Restructuring)". SFAS No. 146 replaces Issue 94-3. The provisions
of SFAS No. 146 are to be applied prospectively to exit or disposal
activities initiated after December 31, 2002. The Company adopted
SFAs 146 effective April 2003 and does not have an effect on the
Company's consolidated financial statements.
On December 31, 2002, the FASB issued SFAS No.148, "Accounting for
Stock-Based Compensation-Transition and Disclosure-an amendment of
FAS 123". This statement amends SFAS 123, "Accounting for Stock-
Based Compensation", to provide alternative methods of transition
for a voluntary change to the fair value based method of accounting
for stock-based employee compensation and amends the disclosure
requirements of SFAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of
Page 8 of 13
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
(Unaudited)
(Continued)
accounting for stock-based employee compensation and the effect of
the method used on reported results. The transition and annual
disclosure provisions of FAS 148 are effective for fiscal years
ending after December 15, 2002. The Company adopted SFAs 148
effective April 2003 and does not have an effect on the Company's
consolidated financial statements.
In January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities" ("FIN 46"). The
interpretation provides guidance for determining when a primary
beneficiary should consolidate a variable interest entity or
equivalent structure, that functions to support the activities of
the primary beneficiary. The interpretation is effective as of the
beginning of the Company's third quarter of 2003 for variable
interest entities created before February 1, 2003. The Company
holds no interest in any variable interest entities. The Company
adopted FIN46 effective April 2003 and does not have an effect on
the Company's consolidated financial statements.
In May 2003, the FASB issued Statement of Financial Accounting
Standards No. 149 (SFAS 149), Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS 149 is intended
to result in more consistent reporting of contracts as either
freestanding derivative instruments subject to Statement 133 in its
entirely, or as hybrid instruments with debt host contracts and
embedded derivative features. SFAS 149 is effective for contracts
entered into or modified after June 30, 2003. The adoption of SFAS
149 is not expected to have a material effect on the Company's
results of operations, liquidity, or financial condition.
In May 2003, the FASB issued Statement of Financial Accounting
Standards No. 150 (SFAS 150), Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity.
SFAS 150 requires certain financial instruments that embody
obligations of the issuer and have characteristics of both
liabilities and equity to be classified as liabilities. Many of
these instruments previously were classified as equity or temporary
equity and as such, SFAS 150 represents a significant change in
practice in the accounting for a number of mandatorily redeemable
equity instruments and certain equity derivatives that frequently
are used in connection with share repurchase programs. SFAS 150 is
effective for all financial instruments created or modified after
Page 9 of 13
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
(Unaudited)
(Continued)
May 31, 2003, and to other instruments at the beginning of the
first interim period beginning after June 15, 2003. The adoption of
SFAS 150 is not expected to have a material effect on the Company's
results of operations, liquidity, or financial condition.
NOTE 3: CONCENTRATIONS OF CREDIT RISK
The Company's financial instruments that are exposed to
concentrations of credit risk consist primarily of cash.
At September 30, 2003 and June 30, 2003, the Company had deposits
in various financial institutions totaling a bank balance of
$265,638 and $301,926, respectively. Of the bank balance, up to
$5,727 and $12,009 was covered by federal depository insurance. The
remaining balance was uninsured and uncollateralized. At times
during the year and at September 30, 2003 and June 30, 2003, 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 $265,448 and $302,517 at
September 30, 2003 and June 30, 2003 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
was $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 three months ended September 30, 2002, 151,500 shares of
LKC stock were sold generating a realized gain of $183. The total
unrealized loss on LKC stock was $9,555 at September 30, 2002. As
of September 30, 2003, the Company held no LKC stock. The
unrealized gain of $110,943 for the period ended September 30, 2003
is due to the investment in Medicor Ltd. The investment in Medicor
Ltd. is classified as a trading security in accordance with
FAS 115.
Page 10 of 13
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
(Unaudited)
(Continued)
NOTE 5: INVESTMENT IN EQUITY SECURITIES (At Cost)
Investments in Non Marketable Equity Securities consist of the
following:
September 30, June 30,
2003 2003
------------- --------
Investment in 360,000 restricted
shares in Daine Industries, Inc. $ -0- $ 1,431
Investment in 5% of total shares
in Interactive Medicine Inc. Net
of $100,000 and $ -0- valuation
allowance as September 30, 2003
and June 30, 2003, respectively -0- -0-
Investments in other restricted
securities 900 900
------ ------
$ 900 $ 2,331
====== ======
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
September 30, 2003 and June 30, 2003, respectively.
During the quarter ended September 30, 2003, Daine Industries, Inc.
(Daine) declared bankruptcy. As a result, the Company wrote off
$1,431 of Daine common stock investment of 117,250 restricted
shares to realized loss. As of September 30, 2003, Daine common
stock is deemed to be worthless.
NOTE 6: DEFERRED REGISTRATION COSTS
For the period April 15, 2003 (inception) through June 30, 2003,
Pharmavet has incurred deferred registration costs of $20,000
relating to expenses incurred in connection with the Form SB-2
filing. In October 2003, Pharmavet requested withdrawal from
registration. As a result, deferred registration costs were
expensed to operations as of September 30, 2003.
Page 11 of 13
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
(Unaudited)
(Continued)
NOTE 7: STOCK BASED COMPENSATION
On April 15, 2003, Pharmavet agreed to pay $5,000 and 10,000 shares
of Pharmavet Inc. for legal services provided for filing of Form
SB-2. This service is valued at fair market value at approximately
$10,000. This entire amount was charged to Deferred Registration
Costs. This stock based compensation plan is accounted for in
accordance with SFAs No. 123.
NOTE 8: INCOME TAX EXPENSE (BENEFIT)
The provision for income taxes is comprised of the following:
9/30/03 9/30/02
-------- --------
Current $ 13,218 $ -0-
Deferred (11,908) -0-
------- -------
$ 1,310 $ -0-
======= =======
The provision for income taxes differs from the amount computed by
applying the statutory federal income rate as follows:
9/30/03 9/30/02
-------- --------
Expected statutory amount $ 11,908 $ -0-
Net operating loss (11,908) -0-
State income taxes, net
of federal benefit 1,310 -0-
------- -------
$ 1,310 $ -0-
======= =======
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities
or financial reporting purposes and amounts used for income tax
purposes and the impact of available net operating loss
carryforwards. The deferred tax assets at June 30, 2001 relate to
Excess, the Company's 70% owned subsidiary. Since the accounts of
Excess are not allowed to be consolidated with Modern for tax
purposes and Excess has generated losses since inception, the
deferred tax assets associated with these losses have been fully
reserved in the valuation allowance.
Page 12 of 13
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
(Unaudited)
(Continued)
The tax effect of significant temporary differences, which comprise
the deferred tax assets are as follows:
9/30/03 6/30/03
-------- --------
Deferred tax assets:
Net operating loss carryforwards $ 66,560 $106,426
------- -------
Gross deferred tax assets 66,560 106,426
Valuation allowance (66,560) (106,426)
------- -------
Net deferred tax assets $ -0- $ -0-
======= =======
The net operating loss of approximately $128,000 expires in the
year ended June 30, 2022. The tax benefits have been fully
reserved due to a lack of consistent operating profitability.
NOTE 9: 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 10: 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.
Pharmavet was formed on April 15, 2003 to commercialize the
agreement Modern signed with Centrovet to represent Centrovet as a
sales representative. Modern invested $7,830 and orally agreed to
advance up to $100,000 to cover Pharmavet's working capital needs
for the twelve months through June 30, 2004 and to cover the costs
related to filing of the registration statement. As of September
30, 2003 and June 30, 2003, Modern's president, who is also
president of Pharmavet, has advanced $2,594 and $1,848 respectively
to Pharmavet to cover certain operational expenses. For the
investment of $7,830, Modern was issued 403,000 shares by
Pharmavet.
Page 13 of 13
Part 1. Financial Information.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General
The following information should be read in conjunction with the
Consolidated Audited Financial Statements and Notes thereto and other
information set forth in this report.
Forward-Looking Statements
Statements contained in this Form 10-Q that are not historical fact are
"forward looking statements". These statements can often be identified by
the use of forward-looking terminology such as "estimate", "project",
"believe", "expect", "may", "will", "should", "intends", or "anticipates" or
the negative thereof or other variations thereon or comparable terminology,
or by discussions of strategy that involve risks and uncertainties. We wish
to caution the reader that these forward-looking statements, such as
statements relating to timing, costs and of the acquisition of, or
investments in, existing business, the revenue or profitability levels of
such businesses, and other matters contained in this Form 10-Q regarding
matters that are not historical facts, are only predictions.
No assurance can be given that plans for the future will be consummated or
that the future results indicated, whether expressed or implied, will be
achieved. While sometimes presented with numerical specificity, these plans
and projections and other forward-looking statements are based upon a
variety of assumptions, which we consider reasonable, but which nevertheless
may not be realized. Because of the number and range of the assumptions
underlying our projections and forward-looking statements, many of which are
subject to significant uncertainties and contingencies that are beyond our
reasonable control, some of the assumptions inevitably will not materialize,
and unanticipated events and circumstances may occur subsequent to the date
of this Form 10-Q. Therefore, our actual experience and results achieved
during the period covered by any particular projections or forward-looking
statements may differ substantially from those projected.
Consequently, the inclusion of projections and other forward-looking
statements should not be regarded as a representation by us or any other
person that these plans will be consummated or that estimates and
projections will be realized, and actual results may vary materially. There
can be no assurance that any of these expectations will be realized or that
any of the forward-looking statements contained herein will prove to be
accurate. The Company does not undertake any obligation to update or revise
any forward-looking statement made by it or on its behalf, whether as a
result of new information, future events or otherwise.
Overview:
Modern Technology Corp. ("The Registrant") is engaged in aiding prospective
clients in obtaining financing to client companies. Presently, the
Registrant is seeking out candidates and companies for which it can aid in
providing financing services although no assurances can be given that the
Registrant will be successful in gaining new clients in the near future.
The Registrant has a 97.5% owned subsidiary, Pharmavet Inc. ("Pharmavet")
which acts as a sales representative for a number of veterinary and human
pharmaceutical product manufacturers (approximately 10 companies mainly
based in Chile and India). Pharmavet attempts to obtain sales orders for
these pharmaceutical manufacturers and has concentrated its efforts to date
in seeking out customers in Africa.
Presently, Pharmavet has obtained about 10 orders for its suppliers from 5
customers in the countries of Togo and Benin in West Africa. Before
Pharmavet will receive its sales commission, the customer must register the
pharmaceutical products with its local health authorities. Samples and
registration documents have to be provided by the pharmaceutical
manufacturer/supplier and the customer has to advance local registration
fees. Once registration approval is received from the local health
authorities, the customer has to pay the pharmaceutical
manufacturer/supplier and 30-60 days later the manufacturer should pay
Pharmavet its commission for its efforts.
To date, Pharmavet has been informed by one customer that one sales order
has received Togo regulatory approval while the pharmaceutical manufacturer
is awaiting payment. Samples and registration documents have been provided
by the pharmaceutical manufacturers for several other orders. To date,
payment has not yet been received by any of Pharmavet's pharmaceutical
suppliers/manufacturers and no assurance can be given that registration
approval will be received for the orders received by Pharmavet. In addition,
no assurance can be given that Pharmavet's suppliers/manufacturers will
receive payment from Pharmavet's customers or that the suppliers will pay
Pharmavet the commission related to orders after they have received payment
from the customer.
On September 12, 2003, Pharmavet filed a registration statement with the
Securities and Exchange Commission on Form SB-2 for the distribution of the
Registrant's 403,000 shares to its shareholders as a dividend. Due to market
and economic conditions, the registration statement was withdrawn on October
21, 2003. The legal and accounting fees related to this registration
statement was charged to general and administration expenses during the
quarter ended September 30, 2003.
Results of Operations:
During the three months ended September 30, 2003, the Registrant had net
income of $66,320, as compared with a net loss of $126,983 for the three
months ended September 30, 2002. For the three months ended September 30,
2003, the Registrant had total revenues of $111,497 as compared with
revenues of $1,487 for the three months period ended September 30, 2002.
The net income for the three months ended September 30, 2003 is attributable
primarily to an unrealized gain-trading securities of $110,943 related to
the shares the Registrant holds in Medicor Ltd (117,250 shares). The
Registrant has filed a form 144 report for the proposed sale of its shares
in Medicor Ltd on the open market in the future, although no assurance can
be given that the Registrant will be successful in selling these shares in
the near future on the open market. The Registrant also generated interest
income of $554 during the three months period ended September 30, 2003.
During the three months ended September 30, 2002, the Registrant revenues
consisted of interest income of $1,304- and a realized gain from trading
securities of $183-.
During the three months ended September 30, 2003, expenses amounted to
$43,867-, attributable mainly to general and administrative expenses of $34,
284 ($20,000 of which are accounting and legal fees related to the
preparation of the registration statement for Pharmavet Inc.) and officers
salaries of $8,152. The Registrant has also written off its investment in
shares of Daine Industries, amounting to $1,431 during the quarter ended
September 30, 2003. For the three months ended September 30, 2002,
expenses amounted to $128,470 consisting of officers salaries of $10,554,
general and administrative expenses of $8,361, an unrealized loss from
trading securities of $9,555 and an unrealized loss-investment at cost of
$100,000-. General and administrative expenses can be attributed primarily
to legal and accounting fees.
During the three months ended September 30, 2003, the Registrant's
president, Arthur Seidenfeld received a salary of $8,152; during the three
months ended September 30, 2002 he received a salary of $8,754. Anne
Seidenfeld, the Registrant's treasury-secretary did not receive a salary for
the three months ended September 30, 2003 and received a salary of $1,800
for the three months ended September 30, 2002. She has also declared that
she will not take any additional salary for the fiscal year ended June 30,
2003 and in the future. The cash and cash equivalent balances along with
holdings of U.S. treasury obligations of the Registrant as of September 30,
2003 and June 30, 2003 were $265,448 and $302,517 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 owned 360,000 shares of Daine's
common stock. The Registrant was recently informed that Westport Cruise has
terminated its operations due to economic conditions. As a result, the
Registrant has written off its investment in Daine shares amounting to
$1,431 during the quarter ended September 30, 2003.
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 II. 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.
(a) Exhibits.
The following documents are filed as part of this report or
are incorporated by reference to previous filings, if so
indicated:
Exhibit No. Description
31.1 Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, promulgated under the Securities
and Exchange Act of 1934, as amended.
31.2 Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, promulgated under the Securities
and Exchange Act of 1934, as amended.
32.1 Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes Oxley
Act of 2002.
32.2 Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes Oxley
Act of 2002.
(b) Reports on Form 8-K.
None.
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MODERN TECHNOLOGY CORP.
/s/Arthur J. Seidenfeld
By: Arthur J. Seidenfeld
President, Chief Executive and
Chief Financial Officer
November 3, 2003