Modern Technology 10QSB 2005 Q2 Quarterly report (small business)

UNITED STATES
SECURITIES 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 by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: Yes [X] No [_]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [_]

Indicate the number 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

Item 1. Consolidated Financial Statements (unaudited)

PART I — 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 &n bsp; 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 four institutional investors, who provided the Company with $3.5 million in financing through the sale of $2 million in 8% Senior Secured Convertible Redeemable Notes and $1.5 million in Series A Preferred Stock. The investors also received three million warrants. The Company utilized $1.5 million of the financing to purchase a $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% of Sound City Inc. for $2 million paid in a combination of cash and Convertible Notes.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 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 upon current expectations and beliefs of the Company’s management and are subject to risks and uncertainties that could cause results to differ materially from those indicated in the forward-looking statements. Some, but not all, of the factors, which could cause actual results to differ materially include those set forth in the risks discussed below under the subheading “Risk Factors” and elsewhere in this report. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, or to explain why actual results differ. Readers should carefully review the risk factors described in this section below and in any reports subsequently 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.

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 Capital Resources

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

Item 4. Controls and Procedures

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

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

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

a. Exhibits are incorporated herein by reference or are filed with this report as indicated below:

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.

* Filed herewith.

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 accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MODERN TECHNOLOGY CORP.

	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

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.

* Filed herewith.

Modern Technology (MODC) Inactive 10QSB2005 Q2 Quarterly report (small business)

Overview

Results of Operations:

Item 4. Controls and Procedures