Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934 (Fee Required)
For The Fiscal Year Ended June 30, 2002
Commission File #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)
461 Beach 124 Street Belle Harbor, NY 11694
------------------------------------------------------
(Address of Principal Executive Office) (Zip Code)
(718) 318-0994
------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 and (2) has been subject to
such filing requirements for the past ninety days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 or Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements ncorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
As of September 3, 2002, there was no aggregate market value of the voting
stock held by non-affiliates of the Registrant due to the fact that there
was no trading market in the shares of the Registrant.
The Number of Shares Outstanding of the Registrant at September 3, 2002
was 20,150,000.
PART I
Item 1. Business
The Registrant is engaged in aiding prospective clients in obtaining
financing and in providing managerial services to client companies.
During the year ended June 30, 1999, the Registrant was involved in
providing consulting services to Coral Development Corp. During December
1996, the Registrant purchased 403,000 shares of Coral Development Corp.
("Coral") for $30,000. The Registrant had registered these shares with the
Securities and Exchange Commission with the intention of distributing
those shares to the Registrant's shareholders in the form of a dividend.
On July 22, 1998, Coral signed a merger agreement with Omnicomm Systems
Inc. ("Omnicomm"), a company in the computer software and internet field.
Omnicomm filed a Form 10-SB on December 22, 1998 and the merger with Coral
was concluded in February 1999. As of June 30, 1999, the Registrant
declared a distribution to its shareholders in the form of all the 403,000
shares of Omnicomm common stock that the Registrant owned.
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. During the quarter ended June
30, 2002, Scientio generated revenues of $2,700. 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 transaction similar to the Omnicomm
distribution to be discussed earlier in this management's discussion. 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 has 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 is presenting 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). The
Registrant presently owns 17.7% of the outstanding shares of Scientio.
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, representing
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 hopes to become a medical specialty network used
by doctors and other healthcare providers. For the nine month period ended
September 30, 2001, Interactive generated revenues of $238,481 with a net
loss of $160,839.
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 Omnicomm and Scientio distributions discussed earlier in
this management's discussion. Management of the Registrant has no
knowledge as to whether Interactive intends to complete the registration
process. 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.
During March 1999, the Registrant established a subsidiary entitled Excess
Materials, Inc. ("Excess Materials"). Excess was an electronic internet
marketplace for corporate buyers and sellers of industrial supplies,
equipment, metals, textile items and animal hides. Excess was to derive
its 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.
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). At the time of merger, the Registrant
owned 719,971 shares of Lite King.
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 fiscal year ended June 30, 2002, the Registrant generated net
income of $12,079. Its revenue for the year ended June 30, 2002 was
derived from interest income of $8,287 and gain on securities sales (sale
of Lite King shares) of $102,430 and an unrealized gain- trading
securities (Lite King shares) of $14,814. The Registrant's revenues of
$125,531 for the year ended June 30, 2002 has been offset by the following
expenses: Officers' salaries of $38,578 and general and administrative
expenses, consisting of those generated by the Registrant's 70% owned
subsidiary, Excess Materials Inc., office salaries, and accounting and
legal fees totaling $71,549. There was also income tax expense of $3,325.
For the year ended June 30, 2001, the Registrant generated a net loss of
$27,996 which can be attributed primarily to expenses generated by the
Registrant's 70% owned subsidiary, Excess Materials Inc.
Item 2. Properties.
As of June 30, 2002, the Registrant owned no property. The Registrant
utilizes some space in the home of Arthur and Anne Seidenfeld, president
and treasurer-secretary of the Registrant.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholders
Matters.
During the past three fiscal years there was no market for the shares of
the Registrant.
Number of Shareholders- 379 shareholders of record as of August 26, 2002.
Dividends:
During October 2001, the Registrant distributed the 403,000 shares it
owned in Scientio to its shareholders. These 403,000 shares represent a
dividend of equity investment stock of $178,864 for the year ended June
30, 2002. The Registrant has registered these shares with the Securities
and Exchange Commission with the intention of distributing these shares to
the Registrant's shareholders in the form of a dividend.
During the year ended June 30, 1999, the Registrant was involved in
providing consulting services to Coral Development Corp. During December
1996, the Registrant purchased 403,000 shares of Coral Development Corp.
("Coral") for $30,300. The Registrant had registered these shares with the
Securities and Exchange Commission with the intention of distributing
these shares to the Registrants' shareholders in the form of a dividend.
As of June 30, 1999, the Registrant declared a distribution to its
shareholders in the form of all of the 403,000 shares of Omnicomm Systems
Inc. ("Omnicomm") common stock that the Registrant owned.
Item 6. Selected Financial Data
For the Year ended June 30,
2002 2001 2000 1999 1998
-------- --------- --------- -------- --------
Total Revenues $125,531 $ 101,200 $ 43,812 $266,984 $102,991
Operating Income
(Loss) before tax 15,404 (23,400) (42,326) 144,323 28,160
Net Income (Loss) 12,079 (27,996) (39,216) 103,105 16,198
Net Income (Loss)
Per share NIL NIL NIL $.01 NIL
Total Assets 586,225 759,174 788,106 902,861 752,417
Long Term Debt -0- -0- -0- -0- -0-
Dividends 178,864 -0- -0- 30,300 -0-
Item 7. Management's Discussion and Analysis of Results of Operations.
During the fiscal year ended June 30, 2002, the Registrant had generated
net income of $12,079. Its revenues for the year ended June 30, 2002 was
derived from interest income of $8,287, gain on securities sales (sale of
shares in Lite King) of $102,430 and unrealized gain from trading
securities (Lite King) of $14,814. The Registrant's revenues of $125,531
have been offset by the following: officers' salaries of $38,578 and
general and administrative expenses, primarily attributable to its former
70% owned subsidiary, Excess Materials (no longer in business) and
accounting and legal fees totaling $71,549. During the fiscal year, income
tax expenses amounted to $3,325.
During the fiscal year ended June 30, 2001, the Registrant had a net loss
of $27,996. Its revenue for the year ended June 30, 2001 was derived from
the realized gain from trading securities (sale of shares in Omnicomm
Systems) amounting to $65,683 and from interest income of $35,517. The
loss can be attributed primarily to expenses related to the Registrant's
former 70% owned subsidiary, Excess Materials, which is no longer in
existence.
During the fiscal year ended June 30, 2000, the Registrant had a net loss
of $39,216. Its revenue for the year ended June 30, 2000 was derived from
interest income of $43,812. The loss can be attributed primarily to
expenses related to the Registrant's former 70% owned subsidiary, Excess
Materials.
At June 30, 2002, the Registrant's total assets amounted to $586,225 as
compared with $759,174 at June 30, 2001. The decline of $172,949 can be
attributable to the distribution of a dividend of Equity Investment Stock
(shares in Scientio, Inc) amounting to $178,864 to the Registrant's
shareholders during the fiscal year ended June 30, 2002.
Item 8. Financial Statements
Attached.
Item 9. Changes In and Disagreement With Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers.
The executive officers and directors of the Registrant are as follows:
Name Age Title Term Expires
- ---- --- ----- ------------
Arthur Seidenfeld 51 President and Director Next Annual Meeting
Anne Seidenfeld 89 Treasurer, Secretary and
Director Next Annual Meeting
Gerald Kaufman 61 Director Next Annual Meeting
Each of the above named individuals has served the Registrant in the
capacity indicated since its formation on July 27, 1982 (with the
exception of Anne Seidenfeld who became a director of the Company on March
31, 1989 and treasurer on December 17, 1989 and Gerald Kaufman who became
a director in 1990).
Arthur Seidenfeld, has been president and a director of the Registrant
since its formation. Mr. Seidenfeld was awarded a B.S. Degree in
Accounting from New York University in 1972 and a M.B.A. Degree in Finance
in 1978 from Pace University.
He is also president and director of Daine Industries, Inc., a publicly
traded company and is president, treasurer and director of Scientio, Inc.,
a publicly traded company. He was president and director of Lite King
Corp., a public reporting company from February 1989 until March 2001 when
Lite King Corp merged with National Cabling Services Inc. He was also
president and director of Davin Enterprises, Inc., (a publicly traded
company that went public in Sept. 1987) from 1987 until December 1997 when
Davin merged with Creative Masters International Inc., a manufacturer of
replica cars. From July 1994 until April 1997, he was also treasurer-
secretary of Soft Sail Wind Power Inc., newly established company engaged
in wind energy research and development activities. From December 1996
until December 1998, he was president and director of Coral Development
Corp., a public company which merged with Omnicomm Systems Inc., a company
engaged in the computer software/internet field. He was president of
Excess Materials Inc, a 70% owned subsidiary of the Registrant engaged in
the internet commerce field from 1999 until early 2002 when Excess
Materials operated were closed and the company liquidated.
Anne Seidenfeld, Treasurer, Secretary and Director, received her diploma
from Washington Irving High School, New York City, in 1931. Mrs.
Seidenfeld is the Treasurer, Secretary and Director of Daine Industries,
Inc. She was treasurer and secretary of Excess Materials Inc until Excess
Material's operations were terminated and the company liquidated. She was
treasurer, secretary and director of Coral Development Corp. from December
1996 to December 1998 and was Treasurer, Secretary and Director of Davin
Enterprises Inc. from 1987 until December 1997. She was treasurer and
director of Lite King Corp until March 2001 when Lite King Corp merged
with National Cabling Services Inc.
Gerald Kaufman, Director, has been a practicing attorney for over thirty
years. He has served as a director of the Registrant, along with being a
director of Daine Industries Inc. since 1990 and a director of Lite King
Corp from 1998 until March 2001. He has also been a director of American
Mayflower Life Insurance Co. since 1973.
Arthur Seidenfeld is the son of Anne Seidenfeld.
Item 11. Management Executive Compensation.
During the fiscal year ended June 30, 2002, management salaries were as
follows:
Anne Seidenfeld - Treasurer/Secretary $7,200
Arthur Seidenfeld- President $31,378
During the year ended June 30, 2001, Anne Seidenfeld, pursuant to an oral
agreement with the Company earned $7,200 as an annual salary. Arthur
Seidenfeld, the Registrant's present earned a salary of $31,378, pursuant
to an oral agreement with the Company.
PART IV
Item 12. Security Ownership of Certain Beneficial Owners and Management.
a. The following are known to Registrant to be beneficial owners of 5% or
more of the Registrant's common stock.
Title of Class of Common Stock
Amount & Nature of Percentage
Name of Beneficial Owner Beneficial Ownership of Class
- ------------------------ -------------------- ----------
Arthur Seidenfeld
461 Beach 124 Street
Belle Harbor, New York 9,654,820 47.9%
Anne Seidenfeld
461 Beach 124 Street
Belle Harbor, New York 2,426,500 12.0%
All Officers and
Directors as a Group (3) 12,081,320 59.9%
b. The shares owned by management are as follows:
Common Stock.
Amount & Nature of Percentage
Name of Beneficial Owner Beneficial Ownership of Class
- ------------------------ -------------------- ----------
Arthur Seidenfeld 9,654,820 47.9%
Anne Seidenfeld 2,426,500 12.0%
Item 13. Certain Relationships and Related Transactions:
For the year ended June 30, 1998, the Registrant received management fees
from Davin Enterprises, Inc., amounting to $3,200. Arthur Seidenfeld,
President and a director of the Registrant owned 44,063 of the outstanding
shares of Davin Enterprises, Inc. Anne Seidenfeld, Treasurer-Secretary and
a director of the Registrant owned 5,470 of the outstanding shares of
Davin Enterprises, Inc. Davin Enterprises, Inc.'s name was changed to
Creative Master International Inc. after Creative Master Inc. merged with
Davin Enterprises, Inc. Arthur Seidenfeld and Anne Seidenfeld sold the
shares they held in Davin Enterprises Inc. in 1999.
MODERN TECHNOLOGY CORP.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
FILED WITH THE ANNUAL REPORT OF THE COMPANY ON FORM 10-K.
Item 14. Exhibits
Financial Statements and Schedules and Reports on Form 8-K.
ACCOUNTANT'S REPORT
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2002 AND JUNE 30, 2001
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD JULY 1, 1999
TO JUNE 30, 2002.
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2002,
2001, AND 2000
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2002,
2001, 2000.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
Other schedules not submitted are omitted, because the information is
included elsewhere in the financial statements or the notes thereto, or
the conditions requiring the filing of these schedules are not applicable.
Supplemental information to be furnished with reports filed pursuant to
Section 15 (d) of the Securities Act of 1934 by Registrant which have not
registered securities pursuant to Section 12 of the Securities Act of
1934.
a) No annual report or proxy material has been sent to security
holders. When such report or proxy materials are furnished to
securities holders subsequent to the filing of this report, copies
shall be furnished to the Commission when sent to securities
holders.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, Principal Executive Officer
And Principal Financial Officer
Dated: September 3, 2002
Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant
and in the capacities and on the date indicated.
Name Title Date
- ---- ----- ----
Arthur Seidenfeld President and Director Sept. 3, 2002
Anne Seidenfeld Treasurer, Secretary and
Director Sept. 3, 2002
Gerald Kaufman Director Sept. 3, 2002
MODERN TECHNNOLOGY CORP.
FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001
I N D E X
Page
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1
CONSOLIDATED BALANCE SHEETS 2
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY 3
CONSOLIDATED STATEMENTS OF OPERATIONS 4
CONSOLIDATED STATEMENTS OF CASH FLOWS 5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6-11
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
Board of Directors and Stockholders
MODERN TECHNOLOGY CORP.
Belle Harbor, New York
We have audited the accompanying consolidated balance sheets of MODERN
TECHNOLOGY CORP. as at June 30, 2002 and 2001 and the related consolidated
statements of operations and stockholders' equity and cash flows for each
of the three years in the period ended June 30, 2002. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements
based upon our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statements
presentation. We believe that our audits provides a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements enumerated above
present fairly, in all material respects, the consolidated financial
position of MODERN TECHNOLOGY CORP. at June 30, 2002 and 2001, and the
consolidated results of its operations and cash flows for the three years
in the period ended June 30, 2002, in conformity with accounting
principles generally accepted in the United States of America.
GREENBERG & COMPANY LLC
Springfield, New Jersey
July 15, 2002
Page 1 of 11
MODERN TECHNOLOGY CORP.
CONSOLIDATED BALANCE SHEETS
June 30,
2002 2001
---------- ----------
A S S E T S
CURRENT ASSETS
Cash and Cash Equivalents $ 378,556 $ 472,617
Investments, Trading Securities 20,739 -0-
--------- ---------
399,295 472,617
--------- ---------
EQUIPMENT - At Cost 15,660 15,405
Less: Accumulated Depreciation (13,136) (12,005)
--------- ---------
2,524 3,400
--------- ---------
OTHER ASSETS
Investments, At Cost 184,406 116,800
Investments, at Equity -0- 26,508
Other Assets -0- 443
Goodwill, net -0- 139,406
--------- ---------
184,406 283,157
--------- ---------
TOTAL ASSETS $ 586,225 $ 759,174
========= =========
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 $ 3,200 $ 5,500
Income Tax Payable -0- 3,564
--------- ---------
Total Current Liabilities 3,200 9,064
--------- ---------
MINORITY INTEREST -0- 300
--------- ---------
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 85,849 252,634
--------- ---------
583,025 749,810
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 586,225 $ 759,174
========= =========
See accompanying summary of accounting policies and notes to financial
statements.
Page 2 of 11
MODERN TECHNOLOGY CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD JULY 1, 1999 TO JUNE 30, 2002
Common Stock Total
Par Stock-
# of Value Paid-In Retained holders'
Shares $.0001 Capital Earnings Equity
---------- ------ -------- -------- --------
BALANCES AT
JULY 1, 1999 20,150,000 $2,015 $495,161 $319,846 $817,022
Net Income (Loss)
for the Year Ended
June 30, 2000 (39,216) (39,216)
---------- ------ -------- -------- --------
BALANCES AT
JUNE 30, 2000 20,150,000 2,015 495,161 280,630 777,806
Net Income (Loss)
for the Year Ended
June 30, 2001 (27,996) (27,996)
---------- ------ -------- -------- --------
BALANCES AT
JUNE 30, 2001 20,150,000 2,015 495,161 252,634 749,810
Dividends 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
---------- ------ -------- -------- --------
See accompanying summary of accounting policies and notes to financial
statements.
Page 3 of 11
MODERN TECHNOLOGY CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
For The Years Ended June 30,
2002 2001 2000
---------- ---------- ----------
REVENUES
Interest Income $ 8,287 $ 35,517 $ 43,812
Realized Gain-Trading Securities 102,430 65,683 -0-
Unrealized Gain - Trading
Securities 14,814 -0- -0-
---------- ---------- ----------
125,531 101,200 43,812
---------- ---------- ----------
EXPENSES
Officers' Salaries 38,578 26,660 7,000
General and Administrative
Expenses 71,549 54,745 79,138
Equity in Loss of Affiliate -0- 15,314 -0-
Goodwill amortization -0- 27,881 -0-
---------- ---------- ----------
110,127 124,600 86,138
---------- ---------- ----------
INCOME (LOSS) BEFORE TAXES 15,404 (23,400) (42,326)
Income Tax Expense (Benefit) 3,325 4,596 (3,110)
---------- ---------- ----------
NET INCOME (LOSS) $ 12,079 $ (27,996) $ (39,216)
========== ========== ==========
INCOME (LOSS) PER SHARE - BASIC
AND DILUTED NIL NIL NIL
========== ========== ==========
NUMBER OF WEIGHTED AVERAGE
SHARES OUTSTANDING - BASIC
AND DILUTED 20,150,000 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
For The Years Ended June 30,
2002 2001 2000
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 12,079 $(27,996) $(39,216)
Adjustments to Reconcile Net Income
to Net Cash Provided By (Used In)
Operating Activities:
Depreciation & Amortization 16,530 28,879 832
Equity in Loss of Affiliate -0- 15,314 -0-
Realized Gain (102,430) (65,683) -0-
Unrealized Gain (14,814) -0-
Changes in Assets and Liabilities:
Decrease (Increase) in Other Current
Assets -0- 5,000 17,360
Decrease (Increase) in Other Assets 443 120 (85)
Increase (Decrease) Accrued
Expenses and Taxes (6,164) (936) (75,839)
-------- -------- --------
Net Cash Provided By (Used In)
Operating Activities (94,356) (45,302) (96,948)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures (255) (1,905) -0-
(Purchase) Sale of Securities 110,904 165,683 -0-
Purchase of Investment at Equity (110,354) (309,109) -0-
-------- -------- --------
Net Cash (Used In) Provided By
Investing Activities 295 (145,331) -0-
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital Contribution - Minority Interest -0- -0- 300
-------- -------- --------
Net Cash (Used In) Provided By
Financing Activities -0- -0- 300
-------- -------- --------
Net Increase (Decrease) in Cash
and Cash Equivalents (94,061) (190,633) (96,648)
Cash and Cash Equivalents,
Beginning of Year 472,617 663,250 759,898
-------- -------- --------
CASH AND CASH EQUIVALENTS,
END OF YEAR $378,556 $472,617 $663,250
======== ======== ========
Supplemental Disclosures Of Cash Flow Information
Cash Paid During The Period For:
Taxes $ 3,440 $ 1,033 $ 40,405
Interest -0- $ -0- $ -0-
Noncash Investing and Financial Transactions:
Conversion of Notes Receivable to
Investment $ -0- $100,000 $ -0-
Dividend of Equity Investment Stock $178,864 $ -0- $ -0-
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 YEARS ENDED JUNE 30, 2002, 2001 AND 2000
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
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.
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 original maturities of 90 days or less. The carrying amount
reported in the accompanying balance sheets approximates fair
value.
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MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2002, 2001 AND 2000
(Continued)
NOTE RECEIVABLE
During the year ended June 30, 1999 the Company purchased a
$100,000 convertible note in Omnicomm Systems Inc. (Omnicomm).
The note carries a 10% annual interest rate and is convertible at
the Company's option into 80,000 shares of Omnicomm common stock.
The note matures in 2004. During the three months ended September
30, 2000, the Company exercised its right to convert the $100,000
convertible note in Onmicomm to 80,000 shares of Omnicomm common
stock. The Company sold all of Omnicomm common stock. As of June
30, 2001, the Company holds no Omnicomm common stock.
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
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 11
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2002, 2001 AND 2000
(Continued)
ADVERTISING
Advertising costs are expensed as incurred. Advertising expense
for the years ended June 30, 2002, 2001, and 2000 was $-0-,
$2,345, and $-0-, respectively.
Note 3: CONCENTRATIONS OF CREDIT RISK
The Company's financial instruments that are exposed to
concentrations of credit risk consist primarily of cash.
At June 30, 2002 and June 30, 2001, the Company had deposits in
various financial institutions totaling a bank balance of
$400,937 and $592,796, respectively. Of the bank balance, up to
$2,955 and $4,127 was covered by federal depository insurance.
The remaining balance was uninsured and uncollateralized. At
times during the year and at June 30, 2002 and June 30, 2001, 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 $378,556 and
$472,617 at June 30, 2002 and June 30, 2001 respectively.
NOTE 4: MARKETABLE SECURITIES
During the quarter ended September 30, 2000 the investment in
Omnicomm Systems, Inc. of 32,250 shares was considered a trading
security in accordance with Financial Accounting Standard
(FAS)115. Omnicomm shares are traded on the NASD over the
counter bulletin board system. The cost of these shares was
$40,312. During the quarter ended September 30, 2000, the total
unrealized gain was $24,188. During the quarter ended December
31, 2000, Modern sold the remaining shares of Omnicomm.
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.
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MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2002, 2001 AND 2000
(Continued)
NOTE 5: INVESTMENT IN EQUITY SECURITIES (At Cost)
Investments in Non Marketable Equity Securities consist of the
following:
June 30, June 30,
2002 2001
-------- --------
Investment in 360,000
restricted shares in
Daine Industries, Inc. $ 1,431 $ 15,900
Investment in 117,250 (18%)
restricted shares in
Scientio Inc. 82,075 -0-
Investments 5% of
total shares in Interactive
Medicine Inc. 100,000 100,000
Investments in other
restricted securities 900 900
-------- --------
$184,406 $116,800
======== ========
NOTE 6: INVESTMENT IN EQUITY SECURITIES (At Equity)
Investments in Non Marketable Equity Securities consist of the
following:
June 30, June 30,
2002 2001
-------- --------
Investment in 20% of
total shares in
Scientio Inc. $ -0- $ 26,508
-------- --------
$ -0- $ 26,508
======== ========
Since Modern owns 20% of Scientio Inc., the investment is
accounted for under the equity method. There were no intercompany
transactions between Modern and Scientio. Since the net assets
of Scientio were less than Modern's investment, the excess of the
pro rata net assets of Scientio was recorded as goodwill of
$183,352 and $167,287 at September 30, 2001 and June 30, 2001,
respectively. Goodwill was being amortized over three years
using straight line. Goodwill amortization was $15,279 for six
months ended December 31, 2001 and $27,881 during the year ended
June 30, 2001.
During the first week of October 2001, the stock of Scientio Inc.
was distributed to the shareholders of Modern as a taxable
dividend. The total dividend was $178,864. Modern did not
recognize any gain or loss on the distribution of Scientio Inc.
stock. As of June 30, 2002 Modern owned 117,250 restricted
shares in Scientio Inc.
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MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2002, 2001 AND 2000
(Continued)
NOTE 7: INCOME TAX EXPENSE (BENEFIT)
The provision for income taxes is comprised of the following:
6/30/02 6/30/01 6/30/00
------- ------- -------
Current $ 3,325 $ 6,633 $ 405
Deferred -0- (2,037) (3,515)
------- ------- -------
$ 3,325 $ 4,596 $(3,110)
======= ======= =======
The provision for income taxes differs from the amount computed
by applying the statutory federal income rate as follows:
6/30/02 6/30/01 6/30/00
------- ------- -------
Expected statutory amount $ 1,938 $ -0- $ -0-
Net operating loss -0- (2,037) (3,515)
State income taxes, net
of federal benefit 1,387 3,655 405
------- ------- -------
$ 3,325 $ 4,596 $(3,110)
======= ======= =======
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 deferred tax assets at June 30, 2001 and
June 30, 2000 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.
The tax effect of significant temporary differences, which
comprise the deferred tax assets are as follows:
6/30/02 6/30/01
------- -------
Deferred tax assets:
Net operating loss
carry forwards $18,000 $18,000
Amortization of Intangibles 8,412 8,412
Investment loss 4,620 4,620
------- -------
Gross deferred tax assets 31,032 31,032
Valuation allowance (31,032) (31,032)
------- -------
Net deferred tax assets $ -0- $ -0-
======= =======
The net operating loss of approximately $39,000 expires in the
year ended June 30, 2021. The amortization of intangibles and
investment loss result from the accounting treatment required by
GAAP for equity method investments. The tax benefits have been
fully reserved due to a lack of consistent operating
profitability.
Page 10 of 11
MODERN TECHNOLOGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2002, 2001 AND 2000
(Continued)
NOTE 8: 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 9: 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 11 of 11