**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-QSB**

 

| [X]                                                   | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**         |
|-------------------------------------------------------|------------------------------------------------------------------------------------------------------|
| **For the quarterly period ended December 31,  2004** |
|  

**OR**

                                 |
| [_]                                                   | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT  OF 1934** |

 

**For the transition period from                to                **

 

**Commission File Number 2-80891-NY**

 

**MODERN TECHNOLOGY CORP**

(Exact name of registrant as specified in its charter)

 

| **Nevada**                                                      |   | **11-2620387**                       |
|-----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |   | (I.R.S. Employer Identification No.) |

 

**1420 N. Lamar Blvd.   Oxford, MS  38655**

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: **(662) 236-5928**

 

Indicate bycheck mark whether the Registrant (1) has filed all reports required bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports) and (2) has been subject to such filingrequirements for the past 90 days: Yes [X]   No [_] 

 

Indicate bycheck mark whether the registrant is an accelerated filer (as defined in Rule12b-2 of the Exchange Act). Yes [X] No [_] 

  

 

Indicate thenumber of shares outstanding of each of the issuer’s classes of common stock,as of the latest practicable date. 

 

| **Class**                      |   | **Outstanding  at February 17, 2005** |
|--------------------------------|--------|---------------------------------------|
| Common stock, $0.001 par value |   | 15,078,631                            |

 

 

 

----

 

**MODERN TECHNOLOGY CORP.**

 

**Table of Contents**

 
| **PART I.**  | **FINANCIAL INFORMATION**                                                                   |   |
|--------------|---------------------------------------------------------------------------------------------|--------|
|         |                                                                                        |   |
| Item 1.      | Consolidated Financial Statements  (unaudited)                                              |   |
|         | Consolidated Balance Sheet                                                                  |   |
|         | Consolidated Statements of Operations                                                       |   |
|         | Consolidated Statements of Cash  Flows                                                      |   |
|         | Notes to Consolidated Financial Statements                                                  |   |
| Item 2.      | Management’s Discussion and Analysis of  Financial Condition and Results of Operations |   |
| Item 3.      | Quantitative  and Qualitative Disclosures About Market Risk                                 |   |
| Item 4.      | Controls and  Procedures                                                                    |   |
|         |                                                                                        |   |
| **PART II.** | **OTHER INFORMATION**                                                                       |   |
|         |                                                                                        |   |
| Item 1.      | Legal Proceedings                                                                           |   |
| Item 2.      | Changes in Securities and Use of Proceeds                                                   |   |
| Item 3.      | Defaults Upon Senior Securities                                                             |   |
| Item 4.      | Submission of Matters to a Vote of Security  Holders                                        |   |
| Item 5.      | Other Information                                                                           |   |
| Item 6.      | Exhibits and Reports on Form 8-K                                                            |   |
|         | Signatures                                                                                  |   |

 

2

----

**Item 1. Consolidated Financial Statements (unaudited)**

 

**PARTI — FINANCIAL INFORMATION**

 

**MODERN TECHNOLOGY CORP.**

**Consolidated Balance Sheets**

 
|                                                                           |       | **December 31, 2004****(unaudited)** |   | **June 30,****2004**    |
|---------------------------------------------------------------------------|-------|--------------------------------------|--------|-------------------------|
| **ASSETS**                                                                |       |                                      |        |                         |
|                                                                           |       |                                      |        |                         |
| **CURRENT ASSETS**                                                        |       |                                      |        |                         |
|      Cash and Cash Equivalents                        | $     | -                                    | $      | 8,082                   |
|      Investments, Trading Securities                  |       | 40,706                               |   | 23,745                  |
|                                                       |       |                                 |   |                    |
|                                                                           |       |                                      |        |                         |
|                                                                      |       | **-------------------**              |   | **-------------------** |
| **TOTAL CURRENT ASSETS**                                                  | **$** | **40,706**                           | **$**  | **31,827**              |
|                                                                      |       |                                 |   |                    |
|                                                                           |       |                                      |        |                         |
|                                                                      |       |                                 |   |                    |
|                                                                      |       | **-------------------**              |   | **-------------------** |
|                                                                           |       |                                      |        |                         |
| **TOTAL ASSETS**                                                          | **$** | **40,706**                           | $      | **31,827**              |
|                                                                      |       | **===========**                      |   | **===========**         |
|                                                                           |       |                                      |        |                         |
|                                                                           |       |                                      |        |                         |
| **LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**                        |       |                                      |        |                         |
|                                                                           |       |                                      |        |                         |
| **CURRENT LIABILITIES**                                                   |       |                                      |        |                         |
|     Cash Overdraft                                         | $     | 8,123                                | $      | -                       |
|     Accrued Expenses                                       |       | 16,555                               |        | 5,430                   |
|     Account Payable, Related Parties                       |       | 24,188                               |   | 12,520                  |
|                                                                      |       | **-------------------**              |   | **-------------------** |
|                                                                           |       |                                      |        |                         |
| **TOTAL CURRENT LIABILITIES**                                             | **$** | **48,866**                           | **$**  | **17,950**              |
|                                                                      |       | **-------------------**              |   | **-------------------** |
|                                                                           |       |                                      |        |                         |
|                                                                           |       |                                      |        |                         |
| **STOCKHOLDERS' EQUITY**                                                  |       |                                      |        |                         |
| Common Stock, Par Value $.0001; 150,000,000 Shares Authorized;            |       |                                      |        |                         |
| 15,078,631 and 1,343,631 Shares Issued and Outstanding,    respectively : | $     | 1,508                                | $      | 134                     |
|                                                                      |       |                                 |        |                    |
| Paid-in Capital                                                           |       | 725,935                              |        | 554,709                 |
| Deferred Compensation                                                     |       | (97,740)                             |        | -                       |
| Capital Returned                                                          |       | (310,970)                            |        | (310,970)               |
| Retained Earnings (Deficit)                                               |       | (326,893)                            |   | (229,996)               |
|                                                                      |       | **-------------------**              |   | **-------------------** |
|                                                                           |       |                                      |        |                         |
| **TOTAL STOCKHOLDERS' EQUITY (DEFICIT)**                                  | **$** | **(8,160)**                          | **$**  | **13,877**              |
|                                                                      |       | **-------------------**              |   | **-------------------** |
|                                                                           |       |                                      |        |                         |
| **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) **            | **$** | **40,706**                           | $      | **31,827**              |
|                                                                      |       | **===========**                      |   | **===========**         |

 

The accompanying notes are an integral part of these  consolidated financial statements.

----

 

**MODERN TECHNOLOGY CORP.**

**Consolidated Statements of Operations**

**(Unaudited)**
|                                                           |                |        | **For the 6 months ended**                        |
|----------------------------------------------------------------|----------------|--------|---------------------------------------------------|
|                                                                |                |        | **December 31, 2004**                             |  | **December 31, 2003** |
|                                                                |                |        |                                                   |  |  |
| **REVENUE**                                                    |                |        |                                                   |  |  |
|      Interest Income                       |                | $      |       -   | $ | 1,036 |
|      Unrealized Gain - Trading Securities  |                |   | 16,961                                            |   | 110,943 |
|                                                                |                |        |                                                   |  |  |
|                                                           |                |        | ---------------                                   |  | --------------- |
| **TOTAL REVENUES**                                             |                | **$**  | **16,961**                                        | **$** | **111,979** |
|                                                           |                |        | ---------------                                   |  | --------------- |
| **EXPENSES**                                                   |                |        |                                                   |  |  |
|      Officers' Salaries                    |                | $      | 14,000                                            | $ | 16,625 |
|      General and Administrative Expenses   |                |        | 99,858                                            |   | 62,408 |
|      Realized Loss - Trading Securities    |                |        |       -   |   | 30,940 |
|      Unrealized Loss - Trading Securities  |                |        |       -   |   | 32,325 |
|      Unrealized Loss - Investment, at Cost |                |        |       -   |   | 1,431 |
|                                                                |                |        |                                                   |  |  |
|                                                           |                |        | ---------------                                   |   | --------------- |
| **TOTAL EXPENSES**                                             |                | **$**  | **113,858**                                       | **$** | **143,729** |
|                                                                |                |        |                                                   |  |  |
|                                                           |                |        | ---------------                                   |   | --------------- |
|                                                                |                |        |                                                   |  |  |
|                                                           |                |        |                                              |   |   |
| **INCOME (LOSS) BEFORE TAXES (BENEFIT)**                       |                | **$**  | **(96,897)**                                      | **$** | **(31,750)** |
|      Income Tax Expense (Benefit)          |                |        |       -   |   | 1,310 |
|                                                                |                |        |                                                   |  |  |
|                                                           |                |        | ---------------                                   |   | --------------- |
|                                                           |                |        |                                              |   |   |
| **NET INCOME (LOSS)**                                          |                | **$**  | **(96,897)**                                      | **$** | **(33,060)** |
|                                                                |                |        |                                                   |  |  |
|                                                           |                |        | ========                                          |   | ======== |
|                                                           |                |        |                                              |   |   |
| **INCOME (LOSS) PER SHARE--BASIC AND DILUTED**                 |                |        | (0.01)                                            |   | (0.02) |
|                                                                |                |        |                                                   |  |  |
|                                                           | ========       |   | ========                                          |
| **NUMBER OF WEIGHTED AVERAGE SHARES OUTSTANDING**              | **11,329,120** |   | **1,343,631**                                     |
|                                                           | ========       |   | ========                                          |

 

 

The accompanying notes are an integral part of these consolidated financial statements.

----

**MODERN TECHNOLOGY CORP.**

**Consolidated Statements of Operations**

**(Unaudited)**
|                                                          |                |        | **For the 3 months ended**                        |
|---------------------------------------------------------------|----------------|--------|---------------------------------------------------|
|                                                               |                |        | **December 31, 2004**                             |  | **December 31, 2003** |
|                                                               |                |        |                                                   |  |  |
| **REVENUE**                                                   |                |        |                                                   |  |  |
|      Interest Income                      |                | $      |       -   | $ | 482 |
|      Unrealized Gain - Trading Securities |                |   | 10,177                                            |   |       -   |
|                                                               |                |        |                                                   |  |  |
|                                                          |                |        | ---------------                                   |  | --------------- |
| **TOTAL REVENUES**                                            |                | **$**  | **10,177**                                        | **$** | **482** |
|                                                          |                |        | ---------------                                   |  | --------------- |
| **EXPENSES**                                                  |                |        |                                                   |  |  |
|      Officers' Salaries                   |                | $      | 8,000                                             | $ | 8,473 |
|      General and Administrative Expenses  |                |        | 86,813                                            |   | 28,124 |
|      Realized Loss - Trading Securities   |                |        |       -   |   | 30,940 |
|      Unrealized Loss - Trading Securities |                |        |       -   |   | 32,325 |
|                                                               |                |        |                                                   |  |  |
|                                                          |                |        | ---------------                                   |   | --------------- |
| **TOTAL EXPENSES**                                            |                | **$**  | **94,813**                                        | **$** | **99,862** |
|                                                               |                |        |                                                   |  |  |
|                                                          |                |        | ---------------                                   |   | --------------- |
|                                                               |                |        |                                                   |  |  |
|                                                          |                |        |                                              |   |   |
| **NET INCOME (LOSS)**                                         |                | **$**  | **(84,636)**                                      | **$** | **(99,380)** |
|                                                               |                |        |                                                   |  |  |
|                                                          |                |        | ========                                          |   | ======== |
|                                                          |                |        |                                              |   |   |
| **INCOME (LOSS) PER SHARE--BASIC AND DILUTED**                |                |        | (0.01)                                            |   | (0.07) |
|                                                               |                |        |                                                   |  |  |
|                                                          | ========       |   | ========                                          |
| **NUMBER OF WEIGHTED AVERAGE SHARES OUTSTANDING**             | **14,902,327** |   | **1,343,631**                                     |
|                                                          | ========       |   | ========                                          |

 

 

The accompanying notes are an integral part of these consolidated financial statements.

----

 

**MODERN TECHNOLOGY CORP**

**Consolidated Statements of Cash Flows**

**(unaudited)**

 
|                                                                             |        |  **For the Six months ended** |
|----------------------------------------------------------------------------------|--------|------------------------------------|
|                                                                                  |        | **December 31, 2004**              |   | **December 31, 2003** |
|                                                                                  |        |                               |   |   |
|                                                                                  |        |                                    |  |  |
| **CASH FLOWS FROM OPERATING ACTIVITIES:**                                        |        |                                    |  |  |
| Net Income (Loss)                                                                | $      | (96,897)                           | $ | (33,060) |
| Adjustments to Reconcile Net Income                                              |        |                                    |  |  |
|   to Net Cash Provided by (Used in) Operating Activities:                   |        |                                    |  |  |
|      Depreciation and Amortization                           |        | -                                  |  | 750 |
|      Unrealized (Gain) Loss - Trading Securities             |        | (16,961)                           |  | (78,618) |
|      Realized  Loss - Trading Securities                     |        | -                                  |  | 30,940 |
|      Unrealized (Gain) Loss - Investment at Cost             |        | -                                  |  | 1,431 |
|      Deferred Registration Costs                             |        | -                                  |  | 20,000 |
|      Issuance of Stock for Service Received                  |        | 74,860                             |  | - |
|                                                              |        |                               |   |   |
|   *Changes in Assets and Liabilities:*                                 |        |                                    |  |  |
|      (Decrease) Increase in Accrued Expenses                 |        | 11,125                             |   | (13,266) |
|      (Decrease) Increase in Account Payable - Related Party  |        | 11,668                             |   | 746 |
|                                                                             |        | **----------------------**         |   | **----------------------** |
|                                                                             |        |                               |   |   |
|                                                                                  |        |                                    |  |  |
| Net Cash Provided by (Used In) Operating Activities                              |   | (16,205)                           |   | (71,077) |
|                                                                             |        | **----------------------**         |   | **----------------------** |
|                                                                             |        |                               |   |   |
| **CASH FLOWS FROM INVESTING ACTIVITIES:**                                        |        |                               |   |   |
| Proceeds from Sales of Investment                                                |   | -                                  |   | 55,850 |
|                                                                             |        | **----------------------**         |   | **----------------------** |
|                                                                             |   |                               |   |   |
| Net Cash Provided by (Used in) Investing Activities                              |   | -                                  |   | 55,850 |
|                                                                             |   | **----------------------**         |   | **----------------------** |
|                                                                             |   |                               |   |   |
| **CASH FLOWS FROM FINANCING ACTIVITIES:**                                        |   |                               |   |   |
| (Decrease) Increase in Cash Overdraft                                            |   | 8,123                              |   | - |
|                                                                             |   | **----------------------**         |   | **----------------------** |
|                                                                             |   |                               |   |   |
| Net Cash Provided by (Used in) Financing Activities                              |   | 8,123                              |   | - |
|                                                                             |   | **----------------------**         |   | **----------------------** |
|                                                                             |        |                               |   |   |
|      Net (Decrease) Increase in    Cash and Cash Equivalents | $      | (8,082)                            | $ | (15,227) |
|                                                                             |        |                               |   |   |
|                                                                                  |        |                                    |  |  |
|      Cash and Cash Equivalents - Beginning                   | $      | 8,082                              | $ | 302,517 |
|                                                              |   | **----------------------**         |   | **----------------------** |
|                                                                             |        |                          |  |  |
|      Cash and Cash Equivalents - Ending                      | $      | 0                                  | $ | 287,290 |
|                                                                             |        | **============**                   |   | **============** |
|                                                                                  |        |                                    |  |  |
| Supplemental Disclosures of Cash Flow Information                                |        |                               |  |  |
| Cash Paid During the Period for:                                                 |        |                                    |  |  |
|      Taxes                                                   | $      | -                             |   | 1,310 |
|      Interest                                                |        | -                             |   | -   |
|                                                                                  |        |                                    |  |  |
| Noncash Investing and Financial Transactions:                                    |        |                                    |  |  |
|      Issuance of Stock for Services Received                 | $      | 172,600                            |   | -   |

  

The accompanying notes are an integral part of these  consolidated financial statements.

----

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE SIX MONTHS ENDED DECEMBER 31, 2004 AND DECEMBER 31,2003 

(Unaudited)

MODERN TECHNOLOGY CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE SIX MONTHS ENDED DECEMBER 31, 2004

(Unaudited)

NOTE 1:         ORGANIZATION AND NATURE OF OPERATIONS

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 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.

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 December 31, 2004. On September 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 at June 30, 2004.

     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.

                        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, 2003, the investment in 117,250 shares of common stock of MediCor Ltd. was considered a trading security in accordance with Statement of Financial Accounting Standard (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities."  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 $41,714 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.  As of December 31, 2004, the Company recognized $16,961 unrealized gain.  The Company follows SFAS 115 and has considered these securities to be trading securities.

NOTE 5:         INVESTMENT EQUITY SECURITIES (AT COST) 

During the quarter ended September 30, 2003, the Company recognized an unrealized loss of $1,431 on its investment in Daine Industries.  As of June 30, 2004, the Company wrote off $1,431 of Daine Common Stock investment of 360,000 restricted shares to realized loss. 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 as of June 30, 2003.  The net investment value in Interactive Medicine Inc. is zero as of December 31, 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, "Accounting for Stock-Based Compensation". 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.

During the six months ended December 31, 2004, the Company issued 735,000 shares of Modern Technology Corp. Common Stock for legal and consulting services rendered or to be rendered in the coming year.  $97,740 was charged to Deferred Compensation relating to these shares.  During the six months ended December 31, 2004, the Company issued 13,000,000 shares of Common Stock to Anthony Welch pursuant to the Reorganization Agreement.  The compensation portion of this agreement was valued at $1,300 and charged to expense.  This stock based compensation is accounted for in accordance with SFAS No. 123.  

NOTE 7:         INCOME TAX EXPENSE (BENEFIT)

                        The provision for income taxes is comprised of the following:

                                                                                    12/31/04                      12/31/03

                        Current                                               $-0-                               $1,310

                        Deferred                                               -0-                                      -0-

                                                                                   $-0-                               $1,310

     

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

                                                                                     12/31/04                      12/31/03

            Expected statutory amount                           $ -0-                           $     -0-

            Net operating loss                                           -0-                                   -0-

            State income taxes, net

             of federal benefit                                           -0-                               1,310       

                                                                                $ -0-                            $ 1,310

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:

                                                                                    12/31/04                               06/30/04

          Deferred tax assets:

                       Net operating loss

                       Carryforwards                                   $147,595                                  $129,070                                                                       Gross deferred tax assets                     147,595                                    129,070                                                                       Valuation allowance                          (147,595)                                  (129,070) 

                       Net deferred tax assets                      $----0----                                   $----0----         

The net operating loss of approximately $345,000 expires in the year ended June 30, 2024.  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, "Employers' Accounting for Postretirement Benefits Other Than Pensions" and 112, "Employers' Accounting for Postemployment Benefits-an amendment of FASB Statements No.5 and 43".

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 on June 30, 2004.  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.

Robert Church, CFO of the Company, is also a Partner of Church, DeVoe & Associates to which the Company expensed $13,668 in accounting fees during the six months ended December 31, 2004.  

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.

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.  The retroactive effect of the Reverse Stock Split is reflected in the change in the number of shares outstanding on July 1, 2003.

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

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 December 31, 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 December 31, 2004.

NOTE 12:        INTERIM REPORTING

The accompanying unaudited consolidated financial statement for the six months ended December 31, 2004 and December 31, 2003 have been prepared in accordance with the accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-QSB and Item 310 of Regulation S-B.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.  In the opinion of management, all adjustments (consisting only of normal recurring accruals, unless otherwise indicated) considered necessary for a fair presentation of the results of operations for the indicated periods have been included.  Certain amounts recorded for the six months ended December 31, 2004 are not necessarily indicative of the results for the full fiscal year.

NOTE 13:       SUBSEQUENT EVENTS            

On January 24, 2005, the Company entered into an agreement with fourinstitutional investors, who provided the Company with $3.5 million in financingthrough the sale of $2 million in 8% Senior Secured Convertible Redeemable Notesand $1.5 million in Series A Preferred Stock. The investors also received threemillion warrants. The Company utilized $1.5 million of the financing to purchasea $1.5 million Convertible Debenture in DeMarco Energy Systems of America, Inc.

The Company also used part of the funding obtained above to acquire 51% ofSound City Inc. for $2 million paid in a combination of cash and ConvertibleNotes.

            

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**Item 2. Management’s Discussion and Analysis of FinancialCondition and Results of Operations**

 

*This Report contains forward-looking statements within the meaning ofSection 27A of the Securities Act of 1933, as amended, andSection 21E of the Securities Exchange Act of 1934, as amended, including,without limitation, statements regarding the Company’s expectations, beliefs,intentions or future strategies that are signified by the words “expects,” “anticipates,”“intends,” “believes,” or similar language. These forward-looking statements,including those with respect to our operating results for 2004, are based uponcurrent expectations and beliefs of the Company’s management and are subject torisks and uncertainties that could cause results to differ materially fromthose indicated in the forward-looking statements. Some, but not all, of thefactors, which could cause actual results to differ materially include thoseset forth in the risks discussed below under the subheading “Risk Factors” andelsewhere in this report. The Company undertakes no obligation to revise orpublicly release the results of any revision to these forward-lookingstatements, or to explain why actual results differ. Readers should carefullyreview the risk factors described in this section below and in any reportssubsequently filed with the Securities and Exchange Commission.*

 

#### **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 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. 

 

Our sources of revenue are primarily from:
- management and consulting fees we charge our portfolio companies, 
- revenue sharing agreements with portfolio companies, 
- royalty and licensing proceeds from the sale of technology rights we may own in whole or in part with our portfolio companies,
-  proceeds from the sale of securities we may own in our portfolio companies

#### Results of Operations:

 

During the six months ended December 31, 2004, the Registrant had net loss of $96,897, as compared with  $33,060 for the six months ended December 31, 2003. 

 

For the six months ended December 31, 2004, the Registrant had total revenues of $16,961 as compared with revenues of $111,979 for the six months period ended December 31, 2003.The net loss for the six months ended December 31, 2004 is attributable primarily to expenses incurred as part of our reorganization efforts and activities related to locating and securing new portfolio companies.  

During the six months ended December 31, 2004, expenses amounted to $113,858, attributable mainly to general and administrative expenses of $99,858  and officers' salaries of $14,000. For the six months ended December 31, 2003, expenses amounted to $143,729 consisting of officers salaries of $16,625, general and administrative expenses of $62,408, realized loss of $30,940 and unrealized loss of $33,756.  General and administrative expenses can be attributed primarily to legal and accounting fees.

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.  The retroactive effect of the Reverse Stock Split is reflected in the change in the number of shares outstanding on July 1, 2003.

During the quarter ended September 30, 2004, the Company issued 380,000 shares of Modern Technology Corp. Common Stock for legal and consulting services rendered or to be rendered in the coming year.   $46,800 was charged to Deferred Compensation relating to these shares.  During the quarter ended September 30, 2004, the Company issued 13,000,000 shares of Common Stock to Anthony Welch pursuant to the Reorganization Agreement.  The compensation portion of this agreement was valued at $1,300 and charged to expense. This stock based compensation is accounted for in accordance with SFAS No. 123. 

 

**Liquidity and CapitalResources**

 

The Registrant had a cashoverdraft balance of $8,123 at December 31 2004.  The cash and cashequivalent balance of the Registrant was $8,082 as of June 30, 2004.

 

#### **Item 4.  Controlsand Procedures**

 

**Disclosure Controls and Procedures. **The Company’s management, with theparticipation of the Company’s Chief Executive Officer and Chief FinancialOfficer, has evaluated the effectiveness of the Company’s disclosure controlsand procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) underthe Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of theend of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer andChief Financial Officer have concluded that, as of the end of such period, theCompany’s disclosure controls and procedures are effective in recording,processing, summarizing and reporting, on a timely basis, information requiredto be disclosed by the Company in the reports that it files or submits underthe Exchange Act.

 

**InternalControl Over Financial Reporting.**  There have not been any changes in theCompany’s internal control over financial reporting (as such term is defined inRules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recentfiscal quarter that have materially affected, or are reasonably likely tomaterially affect, the Company’s internal control over financial reporting.

 

**PART II—OTHER INFORMATION**

 

**Item 1. Legal Proceedings**

 

None.

 

**Item2. Changes in Securities and Use of Proceeds**

 

None.  

 

**Item3. Defaults Upon Senior Securities**

 

None. 

 

**Item4. Submission of Matters to a Vote of Security Holders**

 

None. 

**Item 5. Other Information**

 

None. 

 

**Item6. Exhibits and Reports on Form 8-K**

 

a.                                       Exhibitsare incorporated herein by reference or are filed with this report as indicatedbelow: 

 
| **Exhibit  Number** |   | **Description**                                                                                                                                                                                           |
|---------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                                      |
| 31.1*               |   | Certificate  of Chief Executive Officer pursuant to Securities Exchange Act Rules  13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 dated February 17, 2005. |
| 31.2*               |   | Certificate  of Chief Financial Officer pursuant to Securities Exchange Act Rules  13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 dated February 17, 2005. |
| 32*                 |   | Certificate  of Chief Executive Officer and Chief Financial Officer pursuant to  section 18 U.S.C. section 1350 dated November 17, 2004.                                                        |

 

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*                                         Filedherewith. 

 

 
> 
	b.                                      Reports    on Form 8-K: 

 On March 26,2004 and January 31, 2005 the Company filed a Current Report on Form 8-K

 

 

**Signatures**

 

In accordancewith the requirements of the Exchange Act, the Registrant has caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized. 

 
|                          | MODERN TECHNOLOGY CORP. |
|-------------------------------|-------------------------|
|                          |                    |
|                          | By:                     | /s/  Anthony K. Welch |
| Dated: February 17, 2005 |                    | Anthony K. Welch    Chairman and Chief Executive Officer |
|                          |                    |   |
|                          | By:                     | /s/  Robert Church |
| Dated: February 17, 2005      |                    | Robert Church  Director and Chief Accounting  Officer |

 

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**MODERN TECHNOLOGY CORP.**

**Index to Exhibits**

 
| **Exhibit  Number** |   | **Description**                                                                                                                                                                                           |
|---------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                                      |
| 31.1*               |   | Certificate  of Chief Executive Officer pursuant to Securities Exchange Act Rules  13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 dated February 17, 2005. |
| 31.2*               |   | Certificate  of Chief Financial Officer pursuant to Securities Exchange Act Rules  13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002 dated February 17, 2005. |
| 32*                 |   | Certificate  of Chief Executive Officer and Chief Financial Officer pursuant to  section 18 U.S.C. section 1350 dated February 17, 2005.                                                        |

 

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*                                         Filedherewith.