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 December 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
- -------------------------------- --------------------
(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
DECEMBER 31, 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 5-14
MODERN TECHNOLOGY CORP.
CONSOLIDATED BALANCE SHEETS
Dec. 31, June 30,
2003 2003
---------- ---------
(Unaudited)
A S S E T S
CURRENT ASSETS
Cash and Cash Equivalents $ 287,290 $ 302,517
Investments, Trading Securities 74,348 82,520
--------- ---------
361,638 385,037
--------- ---------
EQUIPMENT - At Cost 17,436 17,436
Less:Accumulated Depreciation (15,030) (14,280)
--------- ---------
2,406 3,156
--------- ---------
OTHER ASSETS
Deferred Registration Costs -0- 25,000
Investments, At Cost 900 2,331
--------- ---------
900 27,331
--------- ---------
TOTAL ASSETS $ 364,944 $ 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 $ 9,934 $ 23,200
Account Payable, Related Parties 2,594 1,848
--------- ---------
Total Current Liabilities 12,528 25,048
--------- ---------
MINORITY INTEREST -0- 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) (144,760) (111,700)
--------- ---------
352,416 385,476
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 364,944 $ 415,524
========= =========
See accompanying summary of accounting policies and notes to financial
statements.
Page 1 of 14
MODERN TECHNOLOGY CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD JULY 1, 2002 TO DECEMBER 31, 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 Six
Months Ended
December 31, 2003
(Unaudited) (33,060) (33,060)
---------- ------ -------- --------- --------
BALANCE AT
DECEMBER 31, 2003
(Unaudited) 20,150,000 $2,015 $495,161 $(144,760) $352,416
========== ====== ======== ========= ========
See accompanying summary of accounting policies and notes to financial
statements.
Page 2 of 14
MODERN TECHNOLOGY CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For The Three Months
Ended December 31,
-------------------------
2003 2002
---------- ----------
REVENUES
Interest Income $ 482 $ 1,281
---------- ----------
482 1,281
---------- ----------
EXPENSES
Officers' Salaries 8,473 8,305
General and Administrative
Expenses 28,124 27,323
Realized Loss-Trading Securities 30,940 459
Unrealized Loss - Trading Securities 32,325 -0-
---------- ----------
99,862 36,087
---------- ----------
INCOME (LOSS) BEFORE TAXES (99,380) (34,806)
Income Tax Expense (Benefit) -0- (7,219)
----------- ----------
NET INCOME (LOSS) $ (99,380) $ (27,587)
========== ==========
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 3 of 14
MODERN TECHNOLOGY CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For The Six Months
Ended December 31,
--------------------------
2003 2002
---------- ----------
REVENUES
Interest Income $ 1,036 $ 2,585
Unrealized Gains - Trading Securities 110,943 -0-
---------- ----------
111,979 2,585
---------- ----------
EXPENSES
Officers' Salaries 16,625 18,859
General and Administrative
Expenses 62,408 35,684
Realized Loss - Trading Securities 30,940 9,831
Unrealized Loss - Trading Securities 32,325 -0-
Unrealized Loss - Investment, at Cost 1,431 100,000
---------- ----------
143,729 164,374
---------- ----------
INCOME (LOSS) BEFORE TAXES (31,750) (161,789)
Income Tax Expense (Benefit) 1,310 (7,219)
---------- ----------
NET INCOME (LOSS) $ (33,060) $ (154,570)
========== ==========
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 4 of 14
MODERN TECHNOLOGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For The Six Months
Ended December 31,
------------------------
2003 2002
---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (33,060) $(154,570)
Adjustments to Reconcile Net Income
to Net Cash Provided By (Used In)
Operating Activities:
Depreciation & Amortization 750 572
Realized Gain on Investment -0- -0-
Unrealized Gains (110,943) -0-
Realized Loss - Trading Securities 30,940 9,831
Unrealized loss - Trading Securities 32,325 -0-
Unrealized Loss - Investment at Cost 1,431 100,000
Deferred Registration Costs 20,000 -0-
Changes in Assets and Liabilities:
Decrease (Increase) in Other Current
Assets -0- -0-
Decrease (Increase) in Deferred Tax Assets -0- -0-
Decrease (Increase) in Other Assets -0- (715)
Increase (Decrease) in Accrued
Expenses and Taxes (13,266) -0-
Increase (Decrease) in Account Payable -
Related Parties 746 -0-
---------- ---------
Net Cash Provided By (Used In)
Operating Activities (71,077) (44,882)
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Sales of Investment 55,850 10,908
---------- ---------
Net Cash (Used In) Provided By
Investing Activities 55,850 10,908
---------- ---------
Net Increase (Decrease) in Cash
and Cash Equivalents (15,227) (33,974)
Cash and Cash Equivalents,
Beginning of Period 302,517 378,556
---------- ---------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 287,290 $ 344,582
========== =========
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 5 of 14
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 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 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 December 31, 2003. On
June 30, 2003 Modern owned 97.6% of Pharmavet. Gerald Kaufman
(Modern's Director and legal counsel for both Modern and
Pharmavet) owned 2.4% of Pharmavet. During the quarter of
December 31, 2003, Gerald Kaufman decided to return and cancel
all shares of Pharmavet Inc. to Modern. As of December 31, 2003,
Modern owns 100% of Pharmavet.
RECLASSIFICATIONS
Certain items from prior periods within the financial statements
have been reclassified to conform to current period
classifications.
Page 6 of 14
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 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 7 of 14
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2003
(Unaudited)
(Continued)
ADVERTISING
Advertising costs are expensed as incurred. Advertising expense
for the six months ended December 31, 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
Page 8 of 14
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2003
(Unaudited)
(Continued)
December 15, 2001, with 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
Page 9 of 14
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2003
(Unaudited)
(Continued)
statements about the method of 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
Page 10 of 14
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2003
(Unaudited)
(Continued)
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 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.
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.
During the year ended June 30, 2003, the investment in 117,250
shares of common stock of MediCor Ltd. was considered a trading
security in accordance with Financial Accounting Standard (FAS)
115 MediCor Ltd. shares are traded on the NASD over-the-counter
bulletin board system. The cost of these shares is $84,864. The
total unrealized loss on MediCor Ltd. was $2,344 at June 30,
2003. As of September 30, 2003, the company recognized $110,943
unrealized gains to the investment. During the quarter ended
December 31, 2003, the company sold 52,600 shares for $55,850
recognized a realized loss of $30,940. As fair market value of
this remaining investment dropped, the company recognized an
unrealized loss on investment of $32,325.
Page 11 of 14
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2003
(Unaudited)
(Continued)
NOTE 5: INVESTMENT IN EQUITY SECURITIES (At Cost)
Investments in Non Marketable Equity Securities consist of the
following:
December 31, 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 December 31,
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 December 31, 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 360,000 restricted
shares to realized loss. As of December 31, 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. During the
quarter of December 31, 2003, 10,000 shares of Pharmavet were
returned and cancelled. The costs of these shares ($5,000) were
credited against Deferred Registration costs.
Page 12 of 14
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 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. During the
quarter of December 31, 2003, 10,000 shares were returned and
cancelled. The costs of these shares were credited against
Deferred Registration costs.
NOTE 8: INCOME TAX EXPENSE (BENEFIT)
The provision for income taxes is comprised of the following:
12/31/03 9/30/02
-------- -------
Current $ 1,310 $ -0-
Deferred -0- -0-
-------- -------
$ 1,310 $ -0-
======== =======
The provision for income taxes differs from the amount computed
by applying the statutory federal income rate as follows:
12/31/03 9/30/02
-------- -------
Expected statutory amount $ -0- $ -0-
Net operating loss -0- -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.
Page 13 of 14
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2003
(Unaudited)
(Continued)
The tax effect of significant temporary differences, which
comprise the deferred tax assets are as follows:
12/31/03 6/30/03
-------- --------
Deferred tax assets:
Net operating loss
Carryforwards $125,426 $106,426
-------- --------
Gross deferred tax assets 125,426 106,426
Valuation allowance (125,426) (106,426)
-------- --------
Net deferred tax assets $ -0- $ -0-
======== ========
The net operating loss of approximately $294,000 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
December 31, 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 14 of 14
Part I. 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 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 wholly 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.To
date, Pharmavet has not generated any revenues and the Registrant is not
confident that Pharmavet will generate revenues in the near future.
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.
During the quarter ended September 30, 2003, Pharmavet was informed
by one customer that one sales order has received Togo regulatory approval
while the pharmaceutical manufacturer is awaiting payment. During the
quarter ended December 31, 2003, no further communications were received
from that customer. 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. During the quarter
ended December 31, 2003, the Registrant's attorney returned 10,000 shares
of Pharmavet which he received for his assistance in the preparation of
the registration statement. The shares were cancelled with the Registrant
increasing its ownership in Pharmavet from 97% to 100%.
Results of Operations:
During the six months ended December 31, 2003, the Registrant had
a net loss of $33,060, as compared with a net loss of $154,570 for the
six months ended December 31, 2002. For the six months ended December 31,
2003, the Registrant had total revenues of $111,979 as compared with
revenues of $2,585 for the six month period ended December 31, 2002. The
revenues for the six months ended December 31, 2003 reflect the
Registrant's sale of shares of Medicor Ltd.
During the year ended June 30, 2003, the investment in 117,250
shares of common stock of Medicor Ltd. held by the Registrant was
considered a trading security in accordance with Financial Accounting
Standard (FAS) 145 and requires the shares to be carried at fair market
value. Medicor Ltd. shares are traded on the NASD over-the-counter
bulletin board system. The cost of these shares is $84,864. As of
September 30, 2003, the Registrant recognized $110,943 unrealized gains
to the investment, with the shares valued upward from historical cost
to fair market value at September 30, 2003.
During the quarter ended December 31, 2003, the Registrant sold
52,600 shares of Medicor Ltd. for $55,850 (historical cost of $36,820-)
and recognized a realized loss of $30, 940 from the quarter ended
September 30, 2003. As fair market value of the remaining shares dropped,
the Registrant recognized an unrealized loss on investment of $32,325-.
The balance of Medicor Ltd. shares held by the Registrant as of
December 31, 2003, were sold by January 26, 2004. During the six months
ended December 31, 2002 the Registrant generated a realized loss from
trading securities of $9,831.
During the six months ended December 31, 2003, the Registrant
generated interest income of $1,036- as compared with interest income
of $2,585 generated during the six months ended December 31, 2002.
During the six months ended December 31, 2003, expenses amounted
to $143,729-, attributable mainly to general and administrative expenses
of $62,408 ($20,000 of which are accounting and legal fees related to
the preparation of the registration statement for Pharmavet Inc.),
officers salaries of $16,625, a realized loss trading securities
of $30,940, an unrealized loss trading securities of $32,325 and a
write off of its investment in shares of Daine Industries, amounting to
$1,431. For the six months ended December 31, 2002, expenses amounted
to $164,374 consisting of officers salaries of $18,859, general and
administrative expenses of $35,684, a realized loss trading securities
of $9,831 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 six months ended December 31, 2003, the Registrant's
president, Arthur Seidenfeld received a salary of $16,625; during the
six months ended December 31, 2002 he received a salary of $18,859.
Anne Seidenfeld, the Registrant's treasury-secretary did not receive
a salary for the six 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 December 31, 2003
and June 30, 2003 were $287,290 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 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.
On November 17, 2003 an annual meeting of shareholders
of the Registrant was held with the approval of shareholders (reflected by
approximately 60% of the outstanding shares) to amend Article III Item 2
of the Registrant's By-Laws to change the minimum number of directors from
three to two and to elect a board of two directors, Arthur Seidenfeld and
Anne Seidenfeld, each to serve for a term of one year and until their
successors shall have been duly elected and qualified.
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.
32.2 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
January 28, 2004