-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NKZGuCRvN7fDvjl2jq1tz3q/NU8E+hGJYPofOfgarIe+hMK6+ZCUIefMnTjx/iPJ f/JhEP6UCs+FqTxzdx82Hw== 0001074267-99-000014.txt : 20000211 0001074267-99-000014.hdr.sgml : 20000211 ACCESSION NUMBER: 0001074267-99-000014 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MODERN TECHNOLOGY CORP CENTRAL INDEX KEY: 0000711422 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 112620387 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 002-80891 FILM NUMBER: 99720610 BUSINESS ADDRESS: STREET 1: 461 BEACH 124 STREET STREET 2: P O B BOX 94007 CITY: BELLE HARBOR STATE: NY ZIP: 11694 BUSINESS PHONE: 7184746568 MAIL ADDRESS: STREET 1: P O BOX 940007 CITY: BELLE HARBOR STATE: NY ZIP: 11694 10-K 1 Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 (Fee Required) For The Fiscal Year Ended June 30, 1999 Commission File #2-80891-NY MODERN TECHNOLOGY CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 11-2620387 (State or other jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 240 Clarkson Avenue, Brooklyn, New York 11226 (Address of Principal Executive Office) (Zip Code) (718)469-3132 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding twelve months and (2) has been subject to such filing requirements for the past ninety days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 or Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X As of September 17, 1999, there was no aggregate market value of the voting stock held by non-affiliates of the Registrant due to the fact that there was no trading market in the shares of the Registrant. The Number of Shares Outstanding of the Registrant at September 17, 1999 was 20,150,000. PART 1 1. Business The Registrant is engaged in aiding prospective clients in obtaining financing and in providing managerial services to client companies. During the year ended June 30, 1999, the Registrant was involved in providing consulting services to Coral Development Corp. During December 1996 the Registrant purchased 403,000 shares of Coral Development Corp. ("Coral") for $30,300. The Registrant has registered these shares with the Securities and Exchange Commission with the intention to distribute those shares to the Registrant's shareholders in the form of a dividend. The Registrant expects Omnicomm to make distribution of the 403,000 shares of Omnicomm held by the Registrant's shareholders during September 1999. On July 22, 1998, Coral had signed a merger agreement with OmniComm Systems Inc., ("Omnicomm") a company in the computer software and internet field. Omnicomm filed a Form 10-SB on December 22, 1998 and the merger with Coral was concluded in February 1999. During February 1999, the Registrant purchased a $100,000 convertible note in Omnicomm. The note carries a 10% interest rate and is convertible at the Registrant's option into 80,000 shares of Omnicomm (exercisable at $1.25 each). A private placement of notes of Omnicomm was recently completed raising approximately $800,000. A majority of the noteholders can demand registration of the shares accompanying these notes. The notes mature on June 30, 2004. Omnicomm is presently in the process of a second private placement to raise up to a maximum of $3 million dollars in additional funding. During March 1999, the Registrant established a subsidiary entitled Excess Materials, Inc. ("Excess Materials"). Excess Materials is an electronic internet marketplace for corporate buyers and sellers of industrial supplies, equipment, metals, animal hides and textile items. Excess Materials derives its revenues from commissions paid by the seller on completed transactions. It offers a business service matching corporate buyers and sellers only. It does not handle sales to individual consumers. Company operations began in May 1999. The Registrant owns 70% of the shares of Excess Materials, and the Registrant's president and treasurer-secretary (Arthur and Anne Seidenfeld) each own 10% of the shares of Excess Materials. Presently, the Registrant is seeking out joint venture candidates and companies for which it can aid in providing financing and managerial services although no assurances can be given that the Registrant will be successful in gaining new clients in the near future. During the fiscal year ended June 30, 1999, the Registrant had net income of $103,105. Its revenue for the year ended June 30, 1999 was derived from a gain on securities sale of shares of Davin Enterprises Inc. (Davin merged with Creative Masters Intl) amounting to $231,150 and interest income of $35,834. During the fiscal year ended June 30, 1998, the Registrant had net income of $16,198. Its revenue for the year ended June 30, 1998 was derived from management income amounting to $3,200, interest income of $32,726 and a gain on securities sales of $67,065. Total revenues for the year ended June 30, 1998 amounted to $102,991. The Registrant has evaluated the impact of the Year 2000 issue on the business and does not expect to incur significant costs with Year 2000 compliance. The Registrant believes that all software and hardware requirements to enable it to cope with the Year 2000 issue have been or are being currently implemented. However, there can be no assurance that unanticipated costs may arise in implementing these requirements. Item 2. Properties. As of June 30, 1999, the Registrant owned no property. The Registrant utilizes some space in the offices of Lite King Corp., an affiliated company. Item 3. Legal Proceedings. None Item 4. Submission of Matters to a Vote of Security Holders. None PART II Item 5. Market for Registrant's Common Equity and Related Stockholders Matters. During the past three fiscal years there was no market for the shares of the Registrant. Number of Shareholders - 372 shareholders of record of 9/17/99. Dividends - 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 has registered these shares with the Securities and Exchange Commission with the intention to distribute these shares to the Registrants' shareholders in the form of a dividend. The Registrant expects Omnicomm to make distribution of the 403,000 shares of Omnicomm held by the Registrant's shareholders during September 1999. Item 6. Selected Financial Data for the Year ended June 30, 1999 1998 1997 1996 1995 Total Revenues $266,984 $102,991 $72,985 $46,449 $40,708 Operating Income (Loss) 144,323 28,160 6,388 (2,709) (14,375) Net Income (Loss) 103,105 16,198 11,925 (3,720) (14,375) Net Income (Loss) per share $.01 NIL NIL NIL NIL Total Assets 902,861 752,417 731,238 718,443 721,014 Long Term Debt -0- -0- -0- -0- -0- Dividends 30,300 -0- -0- -0- -0- Item 7. Management's Discussion and Analysis of Results of Operations. The Registrant had net income after taxes of $103,105 for the year ended June 30, 1999. Net income after taxes for the year ended June 30, 1998 amounted to $16,198. Fiscal year 1999 revenues and income was influenced by interest income and gains from the sale of securities. During fiscal year 1999, the revenues amounted to $266,984 as compared with the comparative fiscal year 1998 figure. The net income figure for fiscal year 1999 was principally due to the sale of Davin Enterprises Inc. securities (Davin Enterprises Inc. merged with Creative Master International Inc. in December 1997). The Registrant received monthly management fees of $3,200 from Davin for the fiscal year ended June 30, 1998. The Registrant provided administrative, clerical, bookkeeping and other services to Davin. The agreement was terminated December 31, 1997. During December 1996 the Registrant purchased 403,000 shares of Coral Development Corp. for $30,300. The Registrant has registered these shares with the Securities and Exchange Commission with the intention to distribute those shares to the Registrant's shareholders in the form of a dividend. This distribution can only be made after a merger agreement with a private company is signed and at least 80% of the Registrant's shareholders approve such merger. In July 1998 Coral merged with Omnicomm Systems Inc. a computer software/internet company. The merger was concluded in February 1999 and a Form 10-SB was filed in December 1998. The Registrant anticipates the distribution of Omnicomm shares to be made to the Registrant's shareholders in September 1999. The Company purchased an investment in TTR Inc., a 10% promissory note in the amount of $25,000 with warrants for 4,000 shares exercisable at $.01 at the time of a TTR initial public offering. TTR Inc. incorporated for the purpose of designing, developing, and marketing computer software products. During the quarter ended March 31, 1997, TTR completed its initial public offering and repaid the note with interest. The Company also exercised its warrants and realized a gain of $29,940 in the year ended June 30, 1997. The Company purchased 25,000 shares of Delta Three Inc. for $25,000. Delta Three, Inc. is a telecommunications provider using Internet technology for voice transmission. This investment was sold during the year ended June 30, 1998. During the year ended June 30, 1997 the Registrant recognized a complete loss on its investment and loan to Soft Sail Wind Power Inc. (Soft Sail). At the present time the Registrant does not believe Soft Sail will be able to repay its debt to the Company and has therefore considered its debt and equity investment in Soft Sail to be worthless. The loss on the loan was $11,400 and the loss in fiscal year 1997 on its equity investment was $16,005. During the fiscal year ended June 30, 1999 established a subsidiary entitled Excess Materials Inc. ("Excess Materials"). Excess Materials is an electronic internet marketplace for corporate buyers and sellers of industrial supplies, equipment, metals, animal hides and textile items. Excess Materials derives its revenues from commissions paid by the seller on completed transactions. The Registrant owns 70% of the shares of Excess Materials. At June 30, 1999 the Registrant's total assets amounted to $902,861 and as compared with $752,417 for total assets at June 30, 1998. At June 30, 1999, stockholders' equity amounted to $817,022, as compared with $744,217 at June 30, 1998. Item 8. Financial Statements. Attached. Item 9. Changes In and Disagreement With Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Directors and Executive Officers. The executive officers and directors of the Registrant are as follows: Name Age Title Term Expires Arthur Seidenfeld 48 President and Next Annual Director Meeting Anne Seidenfeld 86 Treasurer, Secretary Next Annual and Director Meeting Gerald Kaufman 58 Director Next Annual Meeting Each of the above named individuals has served the Registrant in the capacity indicated since its formation on July 27, 1982 (with the exception of Anne Seidenfeld who became a director of the Registrant on March 31, 1989 and treasurer on December 17, 1989 and Gerald Kaufman who became a director in 1990). Arthur Seidenfeld, has been president and a director of the Registrant since its formation. Mr. Seidenfeld was awarded a B.S. Degree in Accounting from New York University in 1972 and a M.B.A. Degree in Finance in 1978 from Pace University. He is also president and director of Daine Industries, Inc., a publicly traded company and Lite King Corp, a publicly traded company engaged in the manufacture of wiring devices. He was also president and director of Davin Enterprises, Inc. (a publicly traded company that went public in Sept. 1987) from 1987 until December 1997 when Davin merged with Creative Masters International Inc., a manufacturer of replica cars. From July 1994 until April 1997, he was also treasurer-secretary of Soft Sail Wind Power Inc., a newly established company engaged in wind energy research and development activities. Since December 1996 until December 1998, he was president and director of Coral Development Corp., a public company which merged with Omnicomm Systems Inc., a company engaged in the computer software/internet field. He is president of Excess Materials, Inc., a 70% owned subsidiary of the Registrant engaged in the internet ecommerce field. Anne Seidenfeld, Treasurer, Secretary and Director, received her diploma from Washington Irving High School, New York City, in 1931. Mrs. Seidenfeld is the Treasurer, Secretary and Director of Daine Industries, Inc. and Lite King Corp. She is treasurer and secretary of Excess Materials Inc. She was treasurer, secretary and director of Coral Development Corp from December 1996 to December 1998 and was Treasurer, Secretary and Director of Davin Enterprises Inc. from 1987 until December 1997. Gerald Kaufman, Director, has been a practicing attorney for over thirty years. He has served as a director of the Registrant, along with being a director of Daine Industries Inc. since 1990 and a director of Lite King Corp since 1998. He has also been a director of American Mayflower Life Insurance Co. since 1973. Arthur Seidenfeld is the son of Anne Seidenfeld. Item 11. Management Executive Compensation. During the fiscal year ended June 30, 1999, management salaries were as follows: Anne Seidenfeld - Treasurer-Secretary $7,200 Arthur Seidenfeld - President $22,375 During the year ended June 30, 1998, Anne Seidenfeld, pursuant to an oral agreement with the Company earned $7,200 as an annual salary and Arthur Seidenfeld earned $17,300 effective through June 30, 1998. PART IV Item 12. Security Ownership of Certain Beneficial Owners and Management. a. The following are known to Registrant to be beneficial owners of 5% or more of the Registrant's common stock. Title of Class of Common Stock Name of Beneficial Owner Amount & Nature of Percentage Beneficial Ownership of Class Arthur Seidenfeld 461 Beach 124 Street Belle Harbor, New York 9,654,820 47.9% Anne Seidenfeld 461 Beach 124 Street Belle Harbor, New York 2,426,500 12.0% All Officers and Directors as a Group (3) 12,081,320 59.9% b. The shares owned by management are as follows: Common Stock. Name of Beneficial Owner Amount & Nature of Percentage Beneficial Ownership of Class Arthur Seidenfeld 9,654,820 47.9% Anne Seidenfeld 2,426,500 12.0% Item 13. Certain Relationships and Related Transactions: For the year ended June 30, 1998, the Registrant received management fees from Davin Enterprises, Inc. amounting to $3,200. Arthur Seidenfeld, President and a director of the Registrant owns 44,063 of the outstanding shares of Davin Enterprises, Inc. Anne Seidenfeld, Treasurer-Secretary and a director of the Registrant owns 5,470 of the outstanding shares of Davin Enterprises, Inc. Davin Enterprises Inc.'s name was changed to Creative Master International Inc. after Creative Master Inc. merged with Davin Enterprises Inc. Arthur Seidenfeld and Anne Seidenfeld sold the shares they held in Davin Enterprises Inc. in 1999. MODERN TECHNOLOGY CORP. INDEX TO FINANCIAL STATEMENTS AND SCHEDULES FILED WITH THE ANNUAL REPORT OF THE COMPANY ON FORM 10-K ITEM 14 - EXHIBITS Financial Statements and Schedules and Reports on Form 8-K. ACCOUNTANT'S REPORT BALANCE SHEET AS OF JUNE 30, 1999 AND JUNE 30, 1998 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD JULY 1, 1996 TO JUNE 30, 1999 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other schedules not submitted are omitted, because the information is included elsewhere in the financial statements or the notes thereto, or the conditions requiring the filing of these schedules are not applicable. Supplemental information to be furnished with reports filed pursuant to Section 15(d) of the Securities Act of 1934 by Registrant which have not registered securities pursuant to Section 12 of the Securities Act of 1934. a) No annual report or proxy material has been sent to security holders. When such report or proxy materials are furnished to securities holders subsequent to the filing of this report, copies shall be furnished to the Commission when sent to securities holders. MODERN TECHNNOLOGY CORP. FINANCIAL STATEMENTS JUNE 30, 1999 AND 1998 I N D E X Page REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1 CONSOLIDATED BALANCE SHEETS 2 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY 3 CONSOLIDATED STATEMENTS OF OPERATIONS 4 CONSOLIDATED STATEMENTS OF CASH FLOWS 5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6-10 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors and Stockholders MODERN TECHNOLOGY CORP. Belle Harbor, New York 11694 We have audited the accompanying consolidated balance sheets of MODERN TECHNOLOGY CORP. as at June 30, 1999 and 1998 and the related consolidated statements of operations and stockholders' equity and cash flows for each of the three years in the period ended June 30, 1999. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based upon our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements enumerated above present fairly, in all material respects, the consolidated financial position of MODERN TECHNOLOGY CORP. at June 30, 1999 and 1998, and the consolidated results of its operations and cash flows for the three years in the period ended June 30, 1999, in conformity with generally accepted accounting principles. GREENBERG & COMPANY LLC Springfield, New Jersey August 6, 1999 Page 1 of 10 MODERN TECHNOLOGY CORP. CONSOLIDATED BALANCE SHEETS June 30, 1999 1998 A S S E T S CURRENT ASSETS Cash and Cash Equivalents $759,898 $701,275 Other Current Assets 22,360 -0- 782,258 701,275 EQUIPMENT - At Cost 13,500 9,939 Less: Accumulated Depreciation (10,295) (9,939) 3,205 -0- OTHER ASSETS Investments, At Cost 16,800 24,750 Note Receivable 100,000 -0- Deferred Registration Costs -0- 26,007 Other Assets 598 385 117,398 51,142 TOTAL ASSETS $902,861 $752,417 L I A B I L I T I E S A N D S T O C K H O L D E R S' E Q U I T Y CURRENT LIABILITIES Accrued Expenses $ 47,326 $ 8,200 Income Tax Payable 38,513 -0- Total Current Liabilities 85,839 8,200 STOCKHOLDERS' EQUITY Common Stock Par Value $.0001 Authorized: 150,000,000 Shares Issued and Outstanding: 20,150,000 Shares 2,015 2,015 Paid-In Capital 495,161 495,161 Retained Earnings 319,846 247,041 817,022 744,217 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $902,861 $752,417 The accompanying notes are an integral part of these financial statements. Page 2 of 10 MODERN TECHNOLOGY CORP. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD JULY 1, 1996 TO JUNE 30, 1999 Total Par Stock- # of Value Paid-In Retained holders' Shares $.0001 Capital Earnings Equity BALANCES AT JULY 1, 1996 20,150,000 $2,015 $495,161 $218,918 $716,094 Net Income for the Year Ended June 30, 1997 11,925 11,925 BALANCES AT JUNE 30, 1997 20,150,000 2,015 495,161 230,843 728,019 Net Income for the Year Ended June 30, 1998 16,198 16,198 BALANCES AT JUNE 30, 1998 20,150,000 2,015 495,161 247,041 744,217 Dividend distribution of Omnicomm Systems Inc stock to Modern Technology stockholders (30,300) (30,300) Net Income for the Year Ended June 30, 1999 103,105 103,105 BALANCES AT JUNE 30, 1999 20,150,000 $2,015 $495,161 $319,846 $817,022 The accompanying notes are an integral part of these financial statements. Page 3 of 10 MODERN TECHNOLOGY CORP. CONSOLIDATED STATEMENTS OF OPERATIONS For The Years Ended June 30, 1999 1998 1997 REVENUES Interest Income $ 35,834 $ 32,726 $33,445 Management Income -0- 3,200 9,600 Gain on Securities Sales 231,150 67,065 29,940 266,984 102,991 72,985 EXPENSES Officers' Salaries 29,575 24,500 7,200 General and Administrative Expenses 65,677 50,331 31,992 (Loss) on Worthlessness of Affiliate -0- -0- (27,405) Merger Related Expense 27,409 -0- -0- 122,661 74,831 66,597 INCOME (LOSS) BEFORE TAXES 144,323 28,160 6,388 Income Tax Expense (Benefit) 41,218 11,962 (5,537) NET INCOME (LOSS) $103,105 $ 16,198 $11,925 INCOME (LOSS) PER SHARE $.01 NIL NIL NUMBER OF WEIGHTED AVERAGE SHARES OUTSTANDING 20,150,000 20,150,000 20,150,000 The accompanying notes are an integral part of these financial statements. Page 4 of 10 MODERN TECHNOLOGY CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS For The Years Ended June 30, 1999 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $103,105 $ 16,198 $ 11,925 Adjustments to Reconcile Net Income to Net Cash Provided By (Used In) Operating Activities: Depreciation 356 -0- -0- Gain on Investments (231,150) (67,065) (29,940) Merger of Subsidiary (30,300) -0- -0- Changes in Assets and Liabilities: Decrease (Increase) in Other Current Assets (22,360) -0- -0- Decrease (Increase) In Deferred Taxes -0- 7,375 (7,375) Decrease (Increase) in Deferred Registration Costs 26,007 (100) (25,907) Decrease (Increase) in Other Assets (213) (85) (300) Increase (Decrease) Accrued Expenses and Taxes 77,639 4,981 870 Net Cash Provided By (Used In) Operating Activities (76,916) (38,696) (50,727) CASH FLOWS FROM INVESTING ACTIVITIES: Capital Expenditures (3,561) -0- -0- Write Down of Investments and Loan -0- -0- 27,405 (Purchase) Sale of Securities 239,100 92,085 54,940 Purchase - Note Receivable (100,000) -0- -0- Net Cash (Used In) Provided By Investing Activities 135,539 92,085 82,345 Net Increase (Decrease) in Cash and Cash Equivalents 58,623 53,389 31,618 Cash and Cash Equivalents, Beginning of Year 701,275 647,886 616,268 CASH AND CASH EQUIVALENTS, END OF YEAR $759,898 $701,275 $647,886 Supplemental Disclosures Of Cash Flow Information Cash Paid During The Period For: Taxes $ 2,665 $ 2,806 $ 623 Interest $ -0- $ -0- $ -0- The accompanying notes are an integral part of these financial statements. Page 5 of 10 MODERN TECHNOLOGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 1999 AND 1998 NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS Modern Technology Corp. (Modern) is a Nevada corporation. Modern is engaged in aiding prospective clients in obtaining financing and in providing managerial services to client companies. Modern's office is located in New York. NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING POLICIES Modern Technology Corp.'s accounting policies conform to generally accepted accounting principles. Significant policies followed are described below. BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of the Company's wholly owned subsidiary Coral Development Corp (Coral) through the period ended December 31, 1998. (See Spinoff of Omnicomm Systems Inc. Investment.) All significant intercompany balances and transactions have been eliminated in consolidation. Modern invested $30,300 in Coral during the quarter ended December 31, 1996. During the quarter ended March 31, 1999, Modern merged Coral with Omnicomm Systems, Inc. (Omnicomm). In the exchange, Modern received 403,000 shares of Omnicomm for all of the issued and outstanding shares of Coral. Since Modern now owns less than 50% of Omnicomm and does not exercise any significant control, the investment is now accounted for at cost. In April 1999 the Company formed a subsidiary named Excess Materials Inc. (Excess). Excess accounts are included in the consolidated financial statements at June 30, 1999. Modern owns 70% of Excess. Arthur Seidenfeld (Modern's president) owns 10% of Excess, Anne Seidenfeld (Arthur's mother and secretary/treasurer of Modern) owns 10% of Excess and a relative of Mr. Seidenfeld owns 10% of Excess. 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 maturities of 90 days or less. The carrying amount reported in the accompanying balance sheets approximates fair value. NOTE RECEIVABLE During the year ended June 30, 1999 the Company purchased a $100,000 convertible note in Omnicomm. The note carries a 10% Page 6 of 10 MODERN TECHNOLOGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 1999 AND 1998 (Continued) annual interest rate and is convertible at the Company's option into 80,000 shares of Omnicomm common stock. The note matures in 2004. PROPERTY AND EQUIPMENT Renewals and betterments are capitalized; maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight line method over the asset's estimated useful life, which generally approximates 5 years. ESTIMATES IN FINANCIAL STATEMENTS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. INCOME TAXES The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." SFAS 109 has as its basic objective the recognition of current and deferred income tax assets and liabilities based upon all events that have been recognized in the financial statements as measured by the provisions of the enacted tax laws. Valuation allowances are established when necessary to reduce deferred tax assets to the estimated amount to be realized. Income tax expense represents the tax payable for the current period and the change during the period in the deferred tax assets and liabilities. DEFERRED REGISTRATION COSTS As of June 30, 1999, the Company's former subsidiary, Coral, had incurred deferred registration costs of $48,930 relating to expenses incurred in connection with the merger of Coral and Omnicomm Systems Inc. Upon consummation of this merger, the deferred registration costs were charged to operations. YEAR 2000 COMPLIANCE The Company has evaluated the impact of the Year 2000 issue on the business and does not expect to incur significant costs with Year 2000 compliance. The Company believes that all software and hardware requirements to enable it to cope with the Year 2000 issue have been or are being currently implemented. However, there can be no assurance that unanticipated costs may arise in implementing these requirements. Page 7 of 10 MODERN TECHNOLOGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 1999 AND 1998 (Continued) SPINOFF OF OMNICOMM SYSTEMS INC INVESTMENT As of June 30, 1999, Modern declared a distribution to its shareholders in the form of all the 403,000 shares of Omnicomm Systems Inc (Omnicomm) common stock that Modern owns. During the quarter ended March 31, 1999, Modern merged Coral (Modern's 100% owned subsidiary) with Omnicomm. In the exchange, Modern received 403,000 common shares of Omnicomm for all of the issued and outstanding shares of Coral. This represented approximately 30% of the issued and outstanding common shares of Omnicomm at that time. Modern subsequently declared a distribution of the 403,000 common shares of Omnicomm to Modern shareholders on a pro rata basis to their Modern shareholdings. Omnicomm was a privately held computer systems integrator and software development company. Modern recognized no gain or loss on the distribution of the Omnicomm shares. The distribution does not qualify for tax-free treatment under Internal Revenue Section 355. Therefore, the shareholders of Modern will receive the Omnicomm shares as a taxable dividend. The dollar amount of the dividend is $30,300, the amount of Modern's investment in Coral. NOTE 3: MARKETABLE SECURITIES During the quarter ended December 31, 1998, the investment in Creative Master International Inc. (CMST) (formerly Davin Enterprises, Inc.) of 37,575 shares was relcassified to a trading security in accordance with Financial Accounting Standard (FAS) 115. CMST shares were listed on the NASD National Market on December 30, 1998. The cost of these shares was $7,950. During the quarter ended March 31, 1999, the entire investment was sold. The total realized gain was $231,150. NOTE 4: INVESTMENT IN EQUITY SECURITIES (At Cost) Investments in Non Marketable Equity Securities consist of the following: June 30, June 30, 1999 1998 Investment in 72 million restricted shares in Daine Industries, Inc. $15,900 $15,900 Investment in 37,575 restricted shares in Creative Master International Inc. (formerly Davin Enterprises Inc.) -0- 7,950 Investments in other restricted securities 900 900 $16,800 $24,750 Page 8 of 10 MODERN TECHNOLOGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 1998 AND 1997 (Continued) The Company purchased 72 million shares of Daine Industries, Inc. stock at a cost of $15,900. This represents 29% of the total outstanding shares of common stock. The Company purchased 50,100 shares of Creative Master International Inc. (formerly Davin Enterprises, Inc.) at a cost of $7,950. The Company purchased an investment in TTR Inc., a 10% promissory note in the amount of $25,000 with warrants for 4,000 shares exercisable at $.01 at the time of a TTR initial public offering. TTR Inc. incorporated for the purpose of designing, developing, and marketing computer software products. During the quarter ended March 31, 1997, TTR completed its initial public offering and repaid the note with interest. The Company also exercised its warrants and realized a gain of $29,940 in the year ended June 30, 1997. The Company purchased 25,000 shares of Delta Three Inc. for $25,000. Delta Three, Inc. is a telecommunications provider using Internet technology for voice transmission. This investment was sold during the year ended June 30, 1998. NOTE 5: INVESTMENT IN AFFILIATE Investment in Soft Sail Wind Power Inc. (Soft Sail) (representing approximately 36% of the outstanding common stock). The summarized unaudited financial information below represents the Company's nonsubsidiary affiliate: Balance Sheet Data at June 30, 1996 Total Assets $12,656 Total Liabilities 11,400 Net Assets 1,256 Company's Equity in Net Assets 452 Earnings Data Net Earnings (Loss) (26,350) Company's Equity in Net Earnings (Loss) (9,486) During the year ended June 30, 1997 the Company recognized a complete loss on its investment and loan to Soft Sail. There is no financial information available since June 30, 1996. At the present time the Company does not believe Soft Sail will be able to repay its debt to the Company and has therefore considered its debt and equity investment in Soft Sail to be worthless. The loss on the loan was $11,400 and the loss on its equity investment was $16,005. Both of these losses were recognized during the year ended June 30, 1997. Page 9 of 10 MODERN TECHNOLOGY CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 1999 AND 1998 (Continued) NOTE 6: INCOME TAXES The provision for income taxes is comprised of the following: 6/30/99 6/30/98 6/30/97 Current $41,218 $ 4,587 $ 1,838 Deferred -0- 7,375 (7,375) $41,218 $11,962 $(5,537) The provision for income taxes differs from the amount computed by applying the statutory federal income rate as follows: 6/30/99 6/30/98 6/30/97 Expected statutory amount $40,513 $ 3,200 $ 781 Net operating loss -0- 7,375 (7,375) State income taxes, net of federal benefit 705 1,387 1,057 $41,218 $11,962 $(5,537) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes and the impact of available net operating loss carryforwards. The deferred tax assets at June 30, 1998 and 1997 related to Coral, the Company's former 100% owned subsidiary. Since the stock of Coral was merged with Omnicomm, the tax benefits relating to Coral are no longer carried as a deferred tax asset at June 30, 1999. The tax effect of significant temporary differences, which comprise the deferred tax assets are as follows: 6/30/99 6/30/98 6/30/97 Deferred tax assets: Net operating loss carry forwards $-0- $1,323 $ 7,375 Valuation allowance -0- (1,323) -0- Net deferred tax (assets) $-0- $ -0- $(7,375) NOTE 7: 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 8: RELATED PARTY TRANSACTIONS Arthur Seidenfeld, President and a director of the Company, owns 14.5% of the outstanding shares of Daine Industries, Inc. Anne Seidenfeld, Treasurer, Secretary and a director of the Company, owns approximately 8% of the outstanding shares of Daine Industries, Inc. Anne Seidenfeld is Arthur Seidenfeld's mother. There were no related party transactions. Page 10 of 10 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MODERN TECHNOLOGY CORP. By Arthur J. Seidenfeld President, Principal Executive Officer and Principal Financial Officer Dated: September 17, 1999 Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Name Title Date Arthur Seidenfeld President and Director September 17, 1999 Anne Seidenfeld Treasurer, Secretary September 17, 1999 and Director Gerald Kaufman Director September 17, 1999 EX-27 2
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