UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549





Amended Form 10-KSB





(Mark One)



[X] ANNUAL REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACE OF 1934

For the fiscal year
ended June 30, 2004



[ ] TRANSITION REPORT UNDER SECITON
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition
period from ____ to ____



Commission File No. 2-80891-NY



MODERN TECHNOLOGY
CORPORATION

(Name of small
business issuer in its charter)





|Nevada                                                             | 11-2620387                              
|------------------------------------------------------------------ | ----------------------------------------
|(State or other
    jurisdiction of incorporation or organization) | (I.R.S. Employer
    Identification No.)
|1420 N. Lamar
    Blvd., Oxford, M.S.                              | 38655                                   
|(Address of
    principal executive offices)                       | (Zip Code)                              

Issuer's Telephone Number: (662)
236-5928



Securities registered under Section
12(b) of the Exchange Act: None



Securities registered under Section
12(g) of the Exchange Act: None



Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes[X] No [ ]

---

This Form 10KSB has been amended
only for the purpose of adding the required officer Certifications.

---





Part I





Description of Business



Modern Technology Corp. ("The
Registrant") is engaged in aiding both privately held and publicly-traded
companies in the areas of business development, financing, product development,
corporate strategy, corporate image and public relations, product distribution
and marketing, and executive management consulting. We refer to our customers
and clients as "portfolio companies".



We seek to grow through strategic
acquisitions in additional to generating income from our services.



We charge for our services in cash or
equity in the portfolio company. We may also exchange our services for revenue
sharing of future sales of products or sharing of proceeds from the sale of
licenses and technologies owned by our portfolio companies. Our long-term
strategy is to increase shareholder equity through ownership in many growing
companies and build a strong recurring revenue stream earned from agreements
with our portfolio companies.



On March 10, 2004, prior management
through its desire and plan to provide continuing value and future growth to
shareholders executed a plan of reorganization. The Company entered into a
Letter of Agreement with our present Chairman and CEO, Anthony Welch, wherein
the Company's plans for reorganization and ongoing plans for operations would be
realized through the subsequent actions of new management. Under the terms of
this Agreement, a new Board of Directors would be appointed, marketable
securities deposited in the Company's brokerage account, a Reverse Split of the
Company's Common Stock, application for OTCBB listing, issuance of shares to Mr.
Welch, and pursue growth through ongoing acquisitions and business development.



In March 2004 and as part of our plan
of reorganization and ongoing plan for operations we applied for listing of our
Common Stock on the Over-The-Counter-Bulletin Board. We received approval on
July 19th, 2004 and trade under the symbol MOTG.



On July 31, 2004 as part of our plan
of reorganization and ongoing plan for operations we effected a Reverse Split of
the Company's Common Stock on a 1 for 15 Basis.



During the quarter ended March 31,
2003, the Registrant concluded agreements with Atlas Exportaciones e
Importaciones S.A. ("Atlas") and Esmeralda S.A., ("Esmeralda") both Chilean food
products company which grants the Registrant the exclusive rights to represent
their products for sale in Israel for the remainder of calendar year 2003 and to
be compensated on a commission basis if the Registrant introduces any Israeli
buyer to either Atlas or Esmeralda who ultimately purchase product from either
company. The Registrant may also introduce buyers outside of Israel to either
Atlas or Esmeralda but without any exclusivity of representation and the
registrant will be compensated on a commission basis. During the six months
ended June 30, 2003 and to the date of this report, no revenues have been
generated from activities with Atlas or Esmeralda.



On April 1, 2003, the Registrant
signed a memorandum of understanding with Centrovet, Ltda. ("Centrovet"), a
Chilean veterinary pharmaceutical company which will result in the Registrant
being compensated for the introduction of buyers worldwide for Centrovet's
veterinary products or Chilean human pharmaceutical products marketed by
Centrovet.



The Registrant will also be
compensated for the establishment of any joint ventures in the pharmaceutical
field between Centrovet and others through the Registrant's introduction. The
memorandum of understanding also speaks of compensation for the Registrant
through the introduction of a potential acquisition in the pharmaceutical field
for Centrovet. No assurance can be given that the Registrant will be successful
in generating any commission revenues in the future from activities on behalf of
Atlas, Esmeralda or Centrovet.



On April 15, 2003, the Registrant
established a subsidiary, entitled Pharmavet Inc. ("Pharmavet"). The Registrant
assigned its agreement with Centrovet to Pharmavet. Presently, the Registrant
owns 100% of the outstanding shares of Pharmavet. Pharmavet intends to assist
Centrovet in obtaining new customers primarily in parts of Africa, the Middle
East and Central America. The Registrant has agreed to advance up to $100,000-
to cover Pharmavet's working capital needs and the costs of filing a proposed
registration statement for the twelve month period ending June 30, 2004.



Centrovet has a working relationship
with six Chilean pharmaceutical companies who manufacture products for human use
(generic drugs) which allows Pharmavet to act as Centrovet's representative to
solicit customers for purchase of their human use pharmaceutical products.
Centrovet would acquire such pharmaceutical products directly from these six
Chilean based manufacturers and after receipt of payment compensate us for
introducing Centrovet to the customer. Pharmavet will focus its marketing
efforts on buyers of human use pharmaceuticals primarily in parts of Africa and
Central America and will not solicit any customers in the U.S., Canada and
Western Europe.



During the period beginning May 19,
2003 through July 21, 2003, Pharmavet signed non exclusive agreements with the
following veterinary and human pharmaceutical manufacturers and one manufacturer
of pharmaceutical bulk ingredients and intermediaries (Supriya Chemical) to work
to bring them customers for their products:



Laboratorios Pino (Spain) starting
May 19, 2003 until December 31, 2003 renewable for an additional year unless
dissolved by either party (Veterinary products) Von Franken S.A.I.C. (Argentina)
starting on May 20, 2003 for a two year period, renewable for two additional
years unless objection by either party; (Veterinary products) Biovac Ltd.
(Israel) starting June 16, 2003 for a two year period, renewable for two
additional years unless objection by either party; (Veterinary products).



Nirlac Chemicals (India) starting
June 5, 2003 for a one year period. If any orders are received within this
period, the memorandum automatically continues for a second year and can be
renewed for two additional years unless objection by either party. (Veterinary
products).



Wockhardt Ltd (India) starting July
21, 2003 for two years and can be renewed for two additional years unless
objection by either party.



(Veterinary products).



East African Pharmaceuticals PLC
(Ethiopia) starting August 27, 2003 for two years and can be renewed for two
additional years unless objection by either party. (Veterinary and human use
pharmaceutical products).



Geno Pharmaceuticals (India) starting
August 28, 2003 for two years and can be renewed for two additional years unless
objection by either party.



(human pharmaceuticals).



Supriya Chemicals (India) starting
August 25, 2003 for two years beginning August 25, 2003 for two years and can be
renewed for two additional years unless objection by either party.
(pharmaceutical bulk ingredients and intermediaries).



Pharmavet has started marketing
efforts on behalf of Centrovet, the six chilean pharmaceutical companies with
human use products, Laboratorios Pino S.A., Biovac Company, Nirlac Chemicals,
Wockhardt Ltd., East African Pharmaceuticals, Geno Pharmaceuticals and Supriya
Chemicals.



They have received proforma written
orders from three customers in Togo and one in Benin for veterinary and human
use pharmaceutical products (total of five orders) where Pharmavet and or the
manufacturers have already shipped samples and registration documents. One of
these orders has also received regulatory approval in Togo, according to an
email received from one customer.



Before Pharmavet can receive its
commission from the manufacturers, the following actions are necessary:



Pharmavet or the manufacturer has to
supply each customer with product samples and documents for registration of
these pharmaceutical products by the health authorities of their local country.
The customer has to advance the local registration fees to these local health
agencies. Once registration is approved by the health authorities, the customer
has to arrange payment to the manufacture, either by an irrevocable letter of
credit or by wiring funds directly to the manufacturer's bank. The manufacturer
has to complete production of the product and then ship the product. Pharmavet's
commission is determined between itself and the manufacturer before a proforma
invoice is prepared and issued by the manufacturer and Pharmavet is to be paid
thirty days after the manufacturer is paid and ships out the merchandise. To
date, Pharmavet has not generated any revenues. No assurance can be given that
any or all of these events per customer order will occur.



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 later 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 had 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. Scientio has changed
its name to Medicor Ltd with its shares traded on the OTC Bulletin Board (symbol
MDCR).



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.



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. As a result of this
uncertainty to complete its registration process, we have established a
valuation allowance against our investment in shares of Interactive Medicine
Inc. of $100,000 to reflect the uncertainty of the fair market value of the
investment as of June 30, 2003.



On December 20, 2002, Daine
Industries Inc. ("Daine") completed a merger with Westport Cruise Corp,
("Westport Cruise") whereby Daine issued 11,181,366 restricted shares to the
owners of Westport Cruise and Westport Cruise merged into Daine. Upon signing
the merger agreement, the officers and directors of Daine resigned (the same
officers and directors of the Registrant), and were replaced by officers and
directors of Westport Cruise Corp. Westport Cruise Corp operates a travel agency
business in Canada. As a result of the merger, the owners of Westport Cruise own
90% of the outstanding shares of Daine. The Registrant owns 360,000 shares of
Daine's common stock.



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.



Description of Property



As of June 30, 2004, the Registrant
owned no property. The Registrant utilizes approximately 2,000 Square Feet
within an office building owned by its Chairman and provided at no cost.



Legal Proceedings



None.



Submission of Matters to a Vote of
Security Holders



None.



Part II







Market for Common Equity and Related
Stockholder Matters



During the past three fiscal years
there was no market for the shares of the Registrant.



Number of Shareholders- 376
shareholders of record as of September 28, 2004.



Dividends:



On March 13, 2004, the Registrant
declared a cash dividend of $0.01543 per share for shareholders of record as of
March 14, 2004. Distribution was completed the week of March 16, 2004.



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.



Management's Discussion and Analysis
of 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-K 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-K 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-KSB. 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 both privately held and publicly-traded
companies in the areas of business development, financing, product development,
corporate strategy, corporate image and public relations, product distribution
and marketing, and executive management consulting. We refer to our customers
and clients as "portfolio companies".



We seek to grow through strategic
acquisitions in additional to generating income from our services.



We charge for our services in cash or
equity in the portfolio company. We may also exchange our services for revenue
sharing of future sales of products or sharing of proceeds from the sale of
licenses and technologies owned by our portfolio companies. Our long-term
strategy is to increase shareholder equity through ownership in many growing
companies and build a strong recurring revenue stream earned from agreements
with our portfolio companies.



On March 10, 2004, prior management
through its desire and plan to provide continuing value and future growth to
shareholders executed a plan of reorganization. The Company entered into a
Letter of Agreement with our present Chairman and CEO, Anthony Welch, wherein
the Company's plans for reorganization and ongoing plans for operations would be
realized through the subsequent actions of new management. Under the terms of
this Agreement, a new Board of Directors would be appointed, marketable
securities deposited in the Company's brokerage account, a Reverse Split of the
Company's Common Stock, application for OTCBB listing, issuance of shares to Mr.
Welch, and pursue growth through ongoing acquisitions and business development.



In March 2004 and as part of our plan
of reorganization and ongoing plan for operations we applied for listing of our
Common Stock on the Over-The-Counter-Bulletin Board. We received approval on
July 19th, 2004 and trade under the symbol MOTG.



On July 31, 2004 as part of our plan
of reorganization and ongoing plan for operations we effected a Reverse Split of
the Company's Common Stock on a 1 for 15 Basis.



Results of Operations



During the fiscal year ended June 30,
2004, the Registrant incurred a net loss of $118,296. Its revenues for the year
ended June 30, 2004 was derived from interest income of $1,170. The Registrant's
expenses consisted of officers' salaries of $24,364, general and administrative
expenses of $50,940, the principal items consisting of legal and accounting
fees, telephone and insurance expenses, a realized gain of $41,714 related to
sales of securities which consisted primarily of MediCor, Ltd securities (See
Note 4 to the Financial Statements) , an unrealized loss from the decline in
stock price of our remaining marketable securities of $33,922, a $7,830 Loss on
Writedown of Investment and a $19,307 Loss on Writedown of Worthless Loan with
an overall loss of $24,817 related to the Registrant's decision to discontinue
the operations of its Pharmavet subsidiary.



In comparing fiscal year expense
items for fiscal year 2004 with fiscal year 2003 items, the Registrant
experienced declines in officer's salaries from $33,374 in 2003 to $24,364 in
2004 and a decline in general and administrative expenses from $63,264 in 2003
to $50,940 in 2004. The reason for the decline was a reduction of business
activity for the period.



For revenue items, the Registrant had
$1,170 in interest income and experienced a decline of $2,884 in its interest
income account during fiscal year 2004 as compared with interest income
generated during fiscal year 2003 of $4,054. This decline can be attributable to
lower interest rates available along with a lower cash balance experienced
during fiscal year 2004.



During the fiscal year ended June 30,
2004, the Registrant had generated a net loss of $118,926 compared to a net loss
of $197,549 for the fiscal year ending June 30, 2003. The decrease in net loss
is attributable to the proceeds derived from the sale of securities and a
reduction in expenses.





During the fiscal year, income tax
expenses amounted to $0.



Liquidity and Capital Resources



At June 30, 2004, the Registrant's
total assets amounted to $31,827 as compared with $415,524 at June 30, 2003. The
decline of $383,697 can be attributable to our cash dividend to stockholders and
ongoing General and Administrative expenses. During the fiscal year ended June
30, 2004, we have experienced negative cash flows and have relied primarily on
the Registrant's cash balances to fund our operations. We are not currently
bound by any long or short-term agreements for the purchase or lease of capital
expenditures.



Our ability to continue in existence
is dependent on our having sufficient financial resources to cover operating
expenses. We believe we have enough cash and equivalents to cover operations for
the next twelve month period.



CRITICAL ACCOUNTING POLICIES



The preparation of financial
statements and related disclosures in conformity with accounting principles
generally accepted in the United States requires management to make judgments,
assumptions and estimates that affect the amounts reported. Note 2 of Notes to
the Consolidated



Financial Statements describes the
significant accounting policies used in the preparation of the consolidated
financial statements. Certain of these significant accounting policies are
considered to be critical accounting policies, as defined below.



A critical accounting policy is
defined as one that is both material to the presentation of our financial
statements and requires management to make difficult, subjective or complex
judgments that could have a material effect on our financial condition and
results of operations. Specifically, critical accounting estimates have the
following attributes: 1) we are required to make assumptions about matters that
are highly uncertain at the time of the estimate; and 2) different estimates we
could reasonably have used, or changes in the estimate that are reasonably
likely to occur, would have a material effect on our financial condition or
results of operations.



Estimates and assumptions about
future events and their effects cannot be determined with certainty. We base our
estimates on historical experience and on various other assumptions believed to
be applicable and reasonable under the circumstances. These estimates may change
as new events occur, as additional information is obtained and as our operating
environment changes. These changes have historically been minor and have been
included in the consolidated financial statements as soon as they became known.
In addition, our Management is periodically faced with uncertainties, the
outcomes of which are not within our control and will not be known for prolonged
periods of time.



Based on a critical assessment of its
accounting policies and the underlying judgments and uncertainties affecting the
application of those policies, our Management believes that our consolidated
financial statements are fairly stated in accordance with accounting principles
generally accepted in the United States (GAAP), and present a meaningful
presentation of our financial condition and results of operations.



Our Management believes that the
following are our critical accounting policies:



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.



Financial Statements





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REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and Stockholders

MODERN TECHNOLOGY CORP.

Oxford, Mississippi



We have audited the
accompanying consolidated balance sheet of MODERN TECHNOLOGY CORP. (the
"Company") as of June 30, 2004, and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the two years in
the period ended June 30, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.





We conducted our
audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). 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 statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our opinion, the
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of the Company as of June
30, 2004, and the results of its operations and its cash flows for each of the
two years in the period ended June 30, 2004, in conformity with U.S. generally
accepted accounting principles.





The accompanying
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 11 to the consolidated
financial statements, the Company has incurred losses and negative cash flows
from operations in recent years through June 30, 2004 and these conditions are
expected to continue through June 30, 2005, raising substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note 11. These financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.









GREENBERG & COMPANY LLC

Springfield, New Jersey

September 21, 2004

---



|MODERN TECHNOLOGY CORP.                                                                |                            |                           
|-------------------------------------------------------------------------------------- | -------------------------- | --------------------------
|CONSOLIDATED BALANCE SHEETS                                                            |                            |                           
|                                                                                       |                            |                           
|                                                                                       |                            | June 30,                  
|                                                                                       |                            | 2004                      
|ASSETS                                                                                 |                            |                           
|                                                                                       |                            |                           
|CURRENT ASSETS                                                                         |                            |                           
|Cash and
    Cash Equivalents                                                          |                            | $ 8,082                   
|Investments, Trading Securities                                                        |                            | 23,745                    
|                                                                                       |                            | 31,827                    
|                                                                                       |                            |                           
|TOTAL ASSETS                                                                           |                            | $              
    31,827
|                                                                                       |                            |                           
|                                                                                       |                            |                           
|LIABILITIES AND
    STOCKHOLDERS' EQUITY                                               |                            |                           
|                                                                                       |                            |                           
|CURRENT LIABILITIES                                                                    |                            |                           
|Accrued
    Expenses                                                                   |                            | $ 5,430                   
|Account
    Payable, Related Parties                                                   |                            | 12,520                    
|Total Current Liabilities                                                              |                            | 17,950                    
|                                                                                       |                            |                           
|STOCKHOLDERS' EQUITY                                                                   |                            |                           
|Common
    Stock Par Value $.0001                                                      |                            |                           
|Authorized: 150,000,000 Shares                                                         |                            |                           
|Issued and Outstanding: 20,150,000                                                     |                            |                           
|Shares                                                                                 |                            | 2,015                     
|Paid-in-Capital                                                                        |                            | 552,828                   
|Capital
    Returned                                                                   |                            | (310,970)                 
|Retained
    Earnings (Deficit)                                                        |                            | (229,996)                 
|                                                                                       |                            | 13,877                    
|                                                                                       |                            |                           
|TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY                                         | $              
    31,827
|                                                                                       |                            |                           
|See accompanying summary of
    accounting policies and notes to financial statements.



---



|MODERN TECHNOLOGY CORP.                                                                |  |                                  |                  
|-------------------------------------------------------------------------------------- |  | -------------------------------- | -----------------
|CONSOLIDATED STATEMENTS OF
    OPERATIONS                                              |  |                                  |                  
|                                                                                       |  |                                  |                  
|                                                                                       |  | For The Years
    Ended June 30,
|                                                                                       |  | 2004                             | 2003             
|                                                                                       |  |                                  |                  
|REVENUE                                                                                |  |                                  |                  
|Interest
    Income                                                                    |  | $      
    1,170                | $      
    4,054
|                                                                                       |  |                                  |                  
|EXPENSES                                                                               |  |                                  |                  
|Officers' Salaries                                                                     |  | 24,364                           | $ 33,374         
|General
    and Administrative Expenses                                                |  | 50,940                           | 63,264           
|Realized
    (Gain) Loss                                                               |  | (41,714)                         | 9,831            
|Unrealized (Gain) Loss                                                                 |  | 33,922                           | 102,344          
|Loss on
    Write-down of Investment                                                   |  | 7,830                            | -                
|Loss on
    Write-down of Worthless Loan                                               |  | 19,307                           | -                
|                                                                                       |  | 94,649                           | 208,813          
|                                                                                       |  |                                  |                  
|INCOME (LOSS) FROM CONTINUING
    OPERATIONS BEFORE TAXES (BENEFIT)                    |  | (93,479)                         | (204,759)        
|Income
    Tax Expense (Benefit)                                                       |  | -                                | (7,210)          
|                                                                                       |  |                                  |                  
|INCOME FROM CONTINUING OPERATIONS                                                      |  | (93,479)                         | (197,549)        
|                                                                                       |  |                                  |                  
|DISCONTINUED OPERATIONS                                                                |  |                                  |                  
|Income (Loss) from Operations of Discontinued Pharmavet                                |  |                                  |                  
|(Applicable income tax benefit is $9,352, which is fully reserved.)                    |  | (24,817)                         | -                
|                                                                                       |  |                                  |                  
|NET INCOME (LOSS)                                                                      |  | $(118,296)                       | $(197,549)       
|                                                                                       |  |                                  |                  
|INCOME (LOSS) PER SHARE--BASIC
    AND DILUTED                                         |  | $     
    (0.01)                | $     
    (0.01)
|                                                                                       |  |                                  |                  
|NUMBER OF WEIGHTED AVERAGE SHARES
    OUTSTANDING                                      |  | 20,150,000                       | 20,150,000       
|                                                                                       |  |                                  |                  
|See accompanying summary of
    accounting policies and notes to financial statements. | 



---



|MODERN TECHNOLOGY CORP.                                                                |  |                                  |                       
|-------------------------------------------------------------------------------------- |  | -------------------------------- | ----------------------
|CONSOLIDATED STATEMENTS OF CASH
    FLOWS                                              |  |                                  |                       
|                                                                                       |  | For The Years
    Ended June 30,
|                                                                                       |  | 2004                             | 2003                  
|                                                                                       |  |                                  |                       
|CASH FLOWS FROM OPERATING
    ACTIVITIES:                                              |  |                                  |                       
|Net Income (Loss)                                                                      |  | $       
    (118,296)           | $      
    (197,549) 
|Adjustments to Reconcile Net
    Income                                                |  |                                  |                       
|to Net
    Cash Provided by (Used In)                                                  |  |                                  |                       
|Operating Activities:                                                                  |  |                                  |                       
|Depreciation and Amortization                                                          |  | 3,156                            | 1,144                 
|Realized
    (Gain) Loss                                                               |  | (41,714)                         | 9,831                 
|Unrealized (Gain) Loss                                                                 |  | 33,922                           | 102,344               
|Writeoff
    of Investments                                                            |  | 2,331                            | -                     
|Writeoff
    of Deferred Registration Costs                                            |  | 25,000                           | -                     
|Proceeds
    from Sale of Investments                                                  |  | 124,234                          | -                     
|Return
    of Common Stock of Subsidiary and Retired                                   |  | (5,000)                          | -                     
|Issuance
    of Stock for Service Received                                             |  | -                                | 5,000                 
|                                                                                       |  |                                  |                       
|Changes
    in Assets and Liabilities:                                                 |  |                                  |                       
|(Increase) Decrease in Deferred Registration Costs                                     |  | -                                | (25,000)              
|(Decrease) Increase in Accrued Expenses                                                |  | (17,770)                         | 20,000                
|(Decrease) Increase in Account Payable-Related Party                                   |  | 10,672                           | 1,848                 
|                                                                                       |  |                                  |                       
|Net Cash Provided by (Used In)
    Operating Activities                                |  | 16,535                           | (82,382)              
|                                                                                       |  |                                  |                       
|CASH FLOWS FROM INVESTING
    ACTIVITIES:                                              |  |                                  |                       
|Capital
    Expenditures                                                               |  | -                                | (1,776)               
|(Purchase) Sale of Securities                                                          |  | -                                | 10,908                
|Purchase
    of Investment at Equity                                                   |  | -                                | (2,789)               
|                                                                                       |  |                                  |                       
|                                                                                       |  |                                  |                       
|Net Cash Provided by (Used In)
    Investing Activities                                |  | -                                | 6,343                 
|                                                                                       |  |                                  |                       
|CASH FLOWS FROM FINANCING
    ACTIVITIES:                                              |  |                                  |                       
|                                                                                       |  |                                  |                       
|Dividends Paid                                                                         |  | (310,970)                        | -                     
|                                                                                       |  |                                  |                       
|Net Cash Provided By (Used In)
    Financing Activities                                |  | (310,970)                        | -                     
|                                                                                       |  |                                  |                       
|Net Increase (Decrease) in Cash
    and Cash Equivalents                               |  | (294,435)                        | (76,039)              
|                                                                                       |  |                                  |                       
|Cash and Cash Equivalents,                                                             |  |                                  |                       
|Beginning of Period                                                                    |  | 302,517                          | 378,556               
|Cash and Cash Equivalents,                                                             |  |                                  |                       
|End of
    Period                                                                      |  | $         
    8,082             | $     302,517         
|                                                                                       |  |                                  |                       
|Supplemental Disclosures of Cash
    Flow Information                                  |  |                                  |                       
|Cash Paid During the Period for:                                                       |  |                                  |                       
|Taxes                                                                                  |  | $                 
    -         | $               
    -
|Interest                                                                               |  | $                 
    -         | $               
    -
|                                                                                       |  |                                  |                       
|Noncash Investing and Financial
    Transactions:                                      |  |                                  |                       
|Issuance
    of Stock for Service Received                                             |  | $                 
    -         | $        
    5,000   
|Receipt of Investment Security for Issuing of
    Common Stock                         |  | 57,667                           | -                     
|See accompanying summary of
    accounting policies and notes to financial statements.



---



|MODERN TECHNOLOGY CORP.                                                                |              |                                    |                             |                                   |                                   |                                    
|-------------------------------------------------------------------------------------- | ------------ | ---------------------------------- | --------------------------- | --------------------------------- | --------------------------------- | -----------------------------------
|CONSOLIDATED STATEMENT OF
    STOCKHOLDERS' EQUITY                                     |              |                                    |                             |                                  
|For the Period July 1, 2002
    through June 30, 2004                                  |              |                                    |                             |                                   |                                  
|                                                                                       |              |                                    |                             |                                   |                                   |                                    
|                                                                                       | Common Stock |                                    |                             | Retained                          | Total                            
|                                                                                       | Number of    | Par Value                          | Paid-in                     | Capital                           | Earnings                          | Stockholder's                      
|                                                                                       | Shares       | $0.0001                            | Capital                     | Returned                          | (Deficit)                         | Equity                             
|                                                                                       |              |                                    |                             |                                   |                                   |                                    
|Balances @ July 1, 2002                                                                |              | $ 2,015                            | $ 495,161                   | $ -                               | $ 85,849                          | $ 583,025                          
|                                                                                       |              |                                    |                             |                                   |                                   |                                    
|Net Income (Loss)                                                                      |              |                                    |                             |                                   |                                   |                                    
|FYE June 30, 2003                                                                      | -            | -                                  | -                           | -                                 | (197,549)                         | (197,549)                          
|                                                                                       |              |                                    |                             |                                   |                                   |                                    
|Balances @ June 30, 2003                                                               | 20,150,000   | 2,015                              | 495,161                     | -                                 | (111,700)                         | 385,476                            
|                                                                                       |              |                                    |                             |                                   |                                   |                                    
|Dividend of Equity                                                                     | -            | -                                  | -                           | (310,970)                         | -                                 | (310,970)                          
|                                                                                       |              |                                    |                             |                                   |                                   |                                    
|Additional Investment                                                                  | -            | -                                  | 57,667                      | -                                 | -                                 | 57,667                             
|                                                                                       |              |                                    |                             |                                   |                                   |                                    
|Net Income (Loss)                                                                      |              |                                    |                             |                                   |                                   |                                    
|FYE June 30, 2004                                                                      | -            | -                                  | -                           | -                                 | (118,296)                         | (118,296)                          
|                                                                                       |              |                                    |                             |                                   |                                   |                                    
|Balances @ June 30, 2004                                                               | 20,150,000   | $                       
    2,015 | $              
    552,828 | $                  
    (310,970) | $                  
    (229,996) | $                       
    13,877
|                                                                                       |              |                                    |                             |                                   |                                   |                                    
|See accompanying summary of
    accounting policies and notes to financial statements. |              |                                    |                            



---



NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED
JUNE 30, 2004 AND 2003



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 was located in New York, but has
been relocated to Mississippi.

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 2003 the Company formed a subsidiary named Pharmavet Inc. (Pharmavet).
Pharmavet accounts are included in the consolidated financial statements at June
30, 2004. 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. Pharmavet was no
longer operating as of March 31, 2004. Pharmavet accounts were properly included
in the consolidated financial statements.

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.

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 five years.

ESTIMATES IN FINANCIAL STATEMENTS

The preparation of financial statements in conformity with U. S. generally
accepted accounting principals 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 may 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.

IMPACT OF NEW ACCOUNTING STANDARDS

In January 2003, the FASB issued Interpretation No. 46 "Consolidation of
Variable Interest Entities". A variable interest entity ("VIE") is one where the
contractual or ownership interest in an entity change with changes in the
entity's net asset value. This interpretation requires the consolidation of a
VIE by the primary beneficiary, and also requires disclosure about VIEs where an
enterprise has a significant variable interest but is not the primary
beneficiary. At the effective date, the Company has not entered into any VIEs.

In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS 149 establishes accounting
and reporting standards for derivative instruments and for hedging activities.
This statement is effective for contracts entered into or modified after June
30, 2003. The adoption of SFAS No. 149 did not have a material effect on the
Company's financial position or results from operations.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." SFAS 150
changes the accounting for certain financial instruments that, under previous
guidance, were accounted for as equity. This statement is effective for
financial instruments entered into or modified after May 31, 2003 and otherwise
is effective at the beginning of the first interim period beginning after
September 15, 2003. The adoption of SFAS No. 150 did not have a material effect
on the Company's financial position or results from operations.

In December 2003, the SEC issued Staff Accounting Bulletin ("SAB") No. 104,
"Revenue Recognition," which codifies, revises, and rescinds certain sections of
SAB No. 101, "Revenue Recognition," in order to make this interpretive guidance
consistent with current authoritative accounting and auditing guidance and SEC
rules and regulations. The changes in SAB No. 104 did not have a material impact
on the Company's financial position or results of operations.

On March 31, 2004, the FASB issued an exposure draft, "Share-Based Payment,
an Amendment of SFAS No. 123 and 95." The exposure draft proposes to expense the
fair value of share-based payments to employees beginning in 2005. We are
currently evaluating the impact of this proposed standard on our financial
statements.

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 year ended June 30, 2004, 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 $82,520. The Company sold all the shares of
        MediCor Ltd. As of June 30, 2004, the Company recognized $47,678
        realized gain. During May 2004, Mr. Welch, CEO and President,
        contributed $57,677 of marketable securities investment pursuant to
        Modern's plan for reorganization. As of June 30, 2004, the company
        reported $33,922 unrealized loss.

NOTE 5:         INVESTMENT EQUITY
SECURITIES (AT COST)

As of June 30, 2004, the Company wrote off $1,431 of Daine Common
        Stock investment of 360,000 restricted shares to realized loss when
        Daine declared bankruptcy. As of June 30, 2004, all shares of Pharmavet
        were returned and cancelled. The costs of these shares ($5,000) were
        credited against Deferred Registration costs. The Company has
        established a valuation allowance of $100,000 against its investment in
        Interactive Medicine Inc. to reflect the uncertainty of the fair market
        value of the investment. The net investment value in Interactive
        Medicine Inc. is zero as of June 30, 2004.

NOTE 6:         STOCK BASED
COMPENSATION

On April 15, 2003, Pharmavet agreed to pay $10,000 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 $15,000.
        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 7:         INCOME TAX EXPENSE
(BENEFIT)

The provision for income taxes is comprised of the following:

06/30/04                     
06/30/03

Current                                               $-0-                         
$(7,210)

Deferred                                             
-0-                         
-0-



The provision for income taxes differs form the amount computed by applying
the statutory federal income rate as follows:

06/30/04                     
06/30/03

> Expected statutory amount        
>     $ -0-                                
>     $ -0-
>     Net operating loss                          
>     -0-                                   
>     -0-
>     State income taxes, net
>     Of federal benefit                            
>     -0-                            
>     (7,210)

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 tax effects of significant temporary differences, which comprise the
>     deferred tax assets, are as follows:

> 06/30/04                     
>     06/30/03
>     
>     Deferred tax assets:
>     Net operating loss
>     Carryforwards                     
>     $129,070                    
>     $106,426
>     Gross deferred tax assets     129,070                      
>     106,426
>     Valuation allowance           
>     (129,070)                    
>     (106,426)

Net deferred tax assets

> The net operating loss of approximately $345,000 expires in the year
>     ended June 30, 2022. The tax benefits have been fully reserved due to a lack
>     of consistent operating profitability.

NOTE 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 until
        March 15, 2004, owned 47.9% of the outstanding shares of Modern
        Technology Corp. Anne Seidenfeld, Treasurer, Secretary and a director of
        the Company until March 15, 2004, owned approximately 12% of the
        outstanding shares of Modern Technology Corp on June 30, 2004. 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 Pharmvet'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 previous president, Arthur Seidenfeld, who was also president
        of Pharmavet, 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 of Pharmavet. At March 31, 2004, the
        investment in Pharmavet was terminated and appropriate write downs
        effected.

NOTE 10: LETTER OF AGREEMENT

On March 10, 2004, prior management through its desire and plan to
        provide continuing value and future growth to shareholders executed a
        plan of reorganization. The Company entered into a Letter of Agreement
        with current President and CEO, Anthony Welch, wherein the Company's
        plans for reorganization and ongoing plans for operations would be
        realized through the subsequent actions of new management. The terms of
        this Agreement provided for the appointment of a new Board of Directors,
        marketable securities to be deposited in the Company's brokerage
        account, a Reverse split of the Company's Common Stock, an application
        for OTCBB listing, issuance of shares to Mr. Welch, and ongoing
        acquisitions and business development to pursue growth.



NOTE 11: OPERATIONS AND LIQUIDITY

The Company has incurred substantial losses in 2004 and 2003. Until
        such time that the Company's products and services can be successfully
        marketed the Company will continue to need to fulfill working capital
        requirements through the sale of stock and/or the issuance of debt. The
        inability of the Company to continue its operations as a going concern
        would impact the recoverability and classification of recorded asset
        amounts.

The ability of the company to continue in existence is dependent on
        its having sufficient financial resources to bring products and services
        to market for marketplace acceptance. As a result of its significant
        losses, negative cash flows from operations, and accumulated deficits
        for the periods ending June 30, 2004, there is doubt about the Company's
        ability to continue as a going concern.

Management believes that its current available working capital,
        anticipated revenues, further planned reductions in operating expenses,
        and subsequent sales of stock and/or placement of debt instruments will
        be sufficient to meet its projected expenditures for a period of at
        least twelve months from June 30, 2004.

NOTE 12: SUBSEQUENT EVENTS

In March 2004 as part of our plan of reorganization and ongoing plan
        for operations we applied for listing of our Common Stock on the
        Over-The-Counter-Bulletin Board. We received approval on July 19, 2004
        and trade under the symbol MOTG.

On July 31, 2004 as part of our plan of reorganization and ongoing
        plan for operations we effected a Reverse Split of the Company's Common
        Stock on a 1 for 15 Basis.

On August 17, 2004, 13 million shares were issued to Anthony Welch
        and he became a 90.6% shareholder.





---

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

None.

Controls and Procedures

Based on their evaluation as of a date within 90 days of the filing date of
this Annual Report on Form 10-KSB, the Company's principal executive officer and
principal financial officer have concluded that the Company's disclosure
controls and procedures as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934 (the Exchange Act) are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.

There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation and up to the filing date of this Annual Report on Form
10-KSB. There were no significant deficiencies or material weaknesses, and
therefore there were no corrective actions taken. It should be noted that any
system of controls, however well designed and operated, can provide only
reasonable, and not absolute, assurance that the objectives of the system are
met. In addition, the design of any control system is based in part upon certain
assumptions about the likelihood of future events. Because of these and other
inherent limitations of control systems, there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.

Part III

Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act

The executive officers and directors of the Registrant are as follows:

|Name          | Age | Title                       | Term Expires       
|------------- | --- | --------------------------- | -------------------
|Anthony Welch | 36  | President, CEO and Director | Next Annual Meeting
|Robert Church | 45  | CFO and Director            | Next Annual Meeting
|Mike Mckim    | 39  | Director                    | September 29, 2004*

*Mr. Mckim served as a director from March 15, 2004 through his
    resignation on September 29, 2004.

Anthony Welch and Robert Church were elected to their designated offices on
March 15, 2004.

Anthony Welch

Prior five years of professional activities: From October 1999 to October
2003, Mr. Welch was the original founder of, and served as Director and
Executive Vice President and consultant to IPVoice Communciations, Inc. IPvoice
Communciations, Inc. subsequently changed its name to NewMarket Technology, Inc.
and is publicly traded on the OTCBB under the symbol NMKT. From April 2002 to
April 2004, Mr. Welch through his professional advisory firm, Maxim Advisors,
LLC, served as advisor and consultant to several private and public firms
assisting them with mergers, acquisitions, public listing processes, financing,
and strategic consulting.

Mr. Welch attended the University of Mississippi school of Electrical
Engineering from 1986 to 1988. He holds a NASD Series 65 License [Uniform
Investment Advisor Law].

Mr. Welch is currently attending Law School and has completed his first year
of study in the Juris Doctor program.

Robert Church

Prior five years of professional activities: Owner/Partner of Church-Devoe,
PLLC, a professional accountancy firm.

Mr. Church hold a BBA in Accountancy from the University of Mississippi
received in 1980.

He holds the following certifications:

Certified Public Accountant
      (Texas and Mississippi) (CPA)

Certified Financial Planner (CFP)

Personal Financial Specialist (AICPA)

Qualified Financial Planner (IAQFP)

Certified Fraud Examiner (CFE)

Certified Divorce Planner (CDP)

Certified Divorce Specialist
      (CDS)

Certified Divorce Financial
      Analyst (CDFA)

Certified Valuation Analyst (CVA)

Chartered Business
      Administrator (CBA)

Certified Financial Consultant
      (CFC)

Chartered Trust and Estate
      Planner (CTEP)

Chartered Financial Management
      Analyst (CFMA)

Certified HealthCare Business
      Consultant (CHBC)

Certified Healthcare Consultant
      (CHC)

Diplomate American College of
      Forensic Examiners (DABFE)

Diplomate American College of
      Forensic Accountants (DABFA)

Fellow Institute of Financial
      Consultants (FIFC)

Certified Forensic Consultant
      (expected 12/04) (CFC)

Certified Forensic Accountant
      (expected 12/04) (Cr.FA)

Professional Associations:

American Institute of CPA's

Mississippi Society of CPA's

American College of Forensic
      Examiners

American College of Forensic
      Accountants

Financial Planning Association

National Association of
      Certified Valuation Analysts

Association of Certified Fraud
      Examiners

Institute of Financial
      Consultants

American Academy of Financial
      Management

Institute of Certified
      Professional Business Consultants

American Association of
      Healthcare Consultants

College of Divorce Specialists

Institute of Certified
      Healthcare Business Consultants

MENSA

Institute of Certified Divorce
      Planners

Financial Divorce Association



Code of Ethics: At this time, the Company has not adopted a Code of
Ethics.

Executive Compensation

During the fiscal year ended June 30, 2004, management salaries were as
follows:

, $24,364.00.

Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters

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

|Name of Beneficial       | Amount & Nature of   | Percentage
|------------------------ | -------------------- | ----------
|Owner                    | Beneficial Ownership | of Class  
|Anthony Welch            |                      |           
|1420 N. Lamar Blvd       |                      |           
|Oxford, MS 38655         | 13,000,000*          | 90.6%     
|                         |                      |           
|All Officers and         |                      |           
|Directors as a Group (3) | 13,000,000           | 90.6%     

b. The shares owned by management are as follows:

Common Stock.

|Name of Beneficial | Amount & Nature of   | Percentage
|------------------ | -------------------- | ----------
|Owner              | Beneficial Ownership | of Class  
|Anthony Welch      |                      |           
|1420 N. Lamar Blvd |                      |           
|Oxford, MS38655    | 13,000,000*          | 90.6%     
|                   |                      |           
|Robert Church      |                      |           
|1420 N. Lamar Blvd |                      |           
|Oxford, MS 38655   | 0                    | 0%        

* Resulting from 1 for 15 reverse split and subsequent issuance of 13,000,000
shares.

* Total issued and outstanding shares immediately following the issuance was
14,343,628.

Certain Relationships and Related Transactions

None.

Exhibits and Reports on Form 8-K

Exhibits

|Exhibit No.  | Document                                                                               | Location
|------------ | -------------------------------------------------------------------------------------- | --------
|Exhibit 31.1 | Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Anthony
    Welch, CEO. | Included
|Exhibit 31.2 | Section 302 of the Sarbanes-Oxley Act of 2002
    Certification of Robert Church.      | Included
|Exhibit 32.1 | Section 906 of the Sarbanes-Oxley Act of 2002
    Certification of Anthony Welch, CEO  | Included
|Exhibit 32.2 | Section 906 of the Sarbanes-Oxley Act of 2002
    Certification of Robert Church, CFO  | Included

Reports on Form 8-K: The following reports were filed on Form 8-K during
the last quarter of the fiscal year ended June 30, 2004:

Current Report filed May 7, 2004, Item 4

Principal Accountant Fees and Services

Audit Fees: $27,987.00

Audit-Related Fees: $4,000.00

Tax Fees: $4,500.00

All Other Fees: $0.00

SIGNATURES



In accordance with Section 13 or
15(d) of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



MODERN
                        TECHNOLOGY CORPORATION

/s/
                        Anthony Welch

Anthony
                        Welch, CEO, Chairman



In accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

/s/
                        Anthony Welch

Anthony
                        Welch, President, CEO, Chairman

Dated:
                        October 15, 2004



/s/
                        Robert Church

Robert
                        Church, CFO, Director