UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDED FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): January 24, 2005
MODERN TECHNOLOGY CORP.
(Exact name of registrant as specified in charter)
NEVADA 002-80891 11-2620387
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1420 N. Lamar Blvd., Oxford MS 38655
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (662) 236-5928
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
The following financial statements are included herewith:
Sound City, Inc. Audited Financial Statements for the years ended December 31, 204 and 2003
Unaudited Proforma Consolidated Balance Sheets as of January 25, 2005
Unaudited Proforma Statements Of Operations for the year ended June 30, 2004
Unaudited Proforma Statements of Operations for the year ended June 30, 2003
SOUND CITY, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
I N D E X
& nbsp; Page
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1
BALANCE SHEETS 2
STATEMENTS OF OPERATIONS 3
STATEMENTS OF CASH FLOWS 4
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 5
NOTES TO FINANCIAL STATEMENTS 6 - 11
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders
Sound City, Inc.
We have audited the accompanying balance sheets of Sound City, Inc. (the "Company") as of December 31, 2004 and 2003, and the related statements of operations, changes in shareholders' equity and cash flows for each of the two years in the period ended December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based upon our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sound City, Inc. at December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
GREENBERG & COMPANY LLC
Springfield, New Jersey
March 17, 2005
Page 1
The accompanying notes are an integral part of these financial statements
Page 2
SOUND CITY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
NOTE 1 ORGANIZATION AND NATURE OF OPERATIONS
Sound City, Inc. (the "Company") is a retailer of high performance, name brand, audio, video, mobile electronics, and home theater products. Its products are sold through retail, direct mail and via the internet.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and judgments that affect reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Accounts Receivable
Accounts receivable are judged as to collectibility and a reserve is established as considered necessary. No reserve was established as of December 31, 2004 and 2003.
Inventory
Inventory is stated at the lower of cost (first-in, first-out) or market (net realizable value) and consists principally of finished goods.
Property and Equipment
Property and equipment are recorded at cost. Depreciation of property and equipment is provided using straight-line and accelerated methods. The estimated useful lives are as follows:
Years
Furniture, fixtures and equipment 5 - 7
Transportation equipment 5
Leasehold improvements 31.5
Expenditures for major renewals and betterment that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.
Page 6
SOUND CITY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(CONTINUED)
Depreciation expense for the years December 31, 2004 and 2003, amounted to $26,332 and $16,202, respectively.
Income Taxes
The Company, with the consent of its shareholders, has elected under the Internal Revenue Code to be taxed as an S corporation. The shareholders of an S corporation are taxed on their proportionate share of the Company's taxable income. Therefore, no provision or liability for federal income taxes has been included in these financial statements.
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 sheet approximates fair value.
Revenue Recognition
The Company generally recognizes revenue at point of sale or upon shipment when the collectibility of the resulting receivable is reasonably assured. The Company allows credit for products returned within its policy terms. Such returns are estimated and an allowance for product returns is recorded at the time of sale, as necessary.
Advertising
Advertising costs are expensed as incurred. Advertising expense was $103,702 and $256,489 for the years ended December 31, 2004 and 2003, respectively.
Shipping and Handling Costs
Amounts billed to customers for shipping costs resulting from a sales transaction are included in Revenues while costs incurred by the Company for shipping and handling are included in cost of goods sold.
NOTE 3 CONCENTRATION OF CREDIT RISK
The Company maintains cash balances in a financial institution located in New Jersey. These balances are insured by the Federal Deposit Insurance Corporation up to $100,000. At December 31, 2004, uninsured amounts held at financial institutions were $94,500.
Page 7
SOUND CITY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(CONTINUED)
NOTE 4 LONG-TERM DEBT
Long-term debt consists of the following:
& nbsp; December 31, 2004
Note payable to Valley National Bank
in the original amount of $300,000,
payable in monthly installments of
$5,742.46 including interest at 5.5%.
The loan is secured by the personal
Guarantee of the shareholders and a
mortgage on property owned by the
shareholders. The note will be fully
paid May, 2008. $ 214,888
Note payable to Chrysler Credit Corp.
in the original amount of $30,700,
payable in monthly installments of
$523.51 including interest at .9%.
The loan is secured by transportation
equipment. The note was fully paid in
January, 2005 523
Note payable to BMW Financial in the
original amount of $20,741, payable
in monthly installments of $419.53
Including interest at 3.9%. The loan is
secured by transportation equipment. The
note will be fully paid May, 2008. 16,429
231,840
Less: current portion 63,282
&nbs p; $ 168,558
Page 8
SOUND CITY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(CONTINUED)
Long-term debt matures as follows:
Year Ending
December 31,
2005 $ 63,282
2006 66,241
2007 69,919
2008 32,398
$ 231,840
NOTE 5 INVENTORY LINE OF CREDIT
As of December 31, 2004, the Company had a $750,000 Inventory Security Agreement with GE Capital. Under the Agreement the Company may apply to GE Capital for an extension of credit to purchase inventory. Advances are repaid without interest 90 days after the Company receives the funds. Late payments are subject to finance charges. GE Capital has a security interest in all Company assets and the personal guarantee of the stockholders. The amount due as of December 31, 2004 was $451,507 and is included in accounts payable.
NOTE 6 RELATED PARTY TRANSACTIONS
The Company leases its two facilities from the Company's shareholders and a Limited Liability Company owned by the shareholders. Each of the two leases expire June 30, 2014. The Company is responsible for taxes and other expenses on an annual basis.
Rent expense under these related party leases for 2004 and 2003 totaled $280,896 and $240,000, respectively.
Future minimum annual rent is as follows:
2005 $ 288,000
2006 336,000
2007 346,080
2008 356,490
2009 367,185
Thereafter 1,795,080
$ 3,488,835
Page 9
SOUND CITY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(CONTINUED)
At December 31, 2004, the Company had a Demand Promissory Note (the "Note") payable to its shareholders in the amount of $1,128,626. The note is unsecured, subordinated, non-interest bearing and is payable upon demand. The Company also had loans payable to related parties in the amount of $91,314. These loans are unsecured, subordinated, non-interest bearing and are payable demand. The loans payable to related parties are classified as non-current in the Balance Sheet at December 31, 2004, because repayment is not anticipated during the next year.
In the normal course of business, the Company purchases from and sells to Sammans Electronics Inc (Sammans). Sammans is owned by a relative of the Company's shareholders. For the years ended December 31, 2004 and 2003, purchases to Sammans totaled $15,106 and $33,119, respectively. For the years ended December 31, 2004 and 2003, sales to Sammans Electronics Inc. totaled $16,596 and $77,416, respectively.
NOTE 7 COMMITMENTS AND CONTINGENCIES
The Company guarantees the mortgage debt of Yassin & Company, LLC, a real estate holding company owned by the stockholders. The amount of outstanding mortgage debt at December 31, 2004 was $420,234.
In addition, the Company also guarantees the mortgage debt of Kamel Yassin, President and Shareholder and Mervet Yassin, CFO and Shareholder on commercial property owned by them. The amount of outstanding mortgage at December 31, 2004 was $375,180.
NOTE 8 SUBSEQUENT EVENT
On January 24, 2005, the shareholder's of the Company entered into an agreement (the "agreement") for the sale of 51% of the total common shares to Modern Technology Corp. ("MTC") for $2,000,000 paid in a combination of $1,200,000 cash and $800,000 in convertible notes. The convertible notes have an annual interest rate of 5%, are due on December 31, 2006 and are convertible into common stock at a discount of thirty-five percent (35%) from the market value at the time of the conversion notice date. As part of the agreement, MTC was granted an option to purchase the remaining 49% of the common shares for $3,500,000. The option will lapse on December 31, 2009. The Company shares, cash and convertible notes are being held in escrow pending removal of the personal guaranty provided by Kamel Yassin, President and Shareholder and Mervet Yassin, CFO and Shareholder, on two loans outstanding.
Pag
e 10
SOUND CITY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(CONTINUED)
As part of the agreement, Sound City entered into an employment agreement with Kamel Yassin for a $200,000 annual salary for a five-year term. Kamel Yassin was also granted the right to purchase, annually, at a discount of 35% to market, an amount of common stock equivalent to one share for each dollar represented by five percent (5%) of the gross revenues of MTC subsidiaries related to Sound City or revenues from businesses managed or acquired through the efforts of Kamel Yassin. In addition, Kamel Yassin will also receive a commission equal to one share of MTC common share for every fifty dollars of gross revenue generated from businesses managed or acquired through the efforts of Kamel Yassin.
Subsequent to the Company's agreement with MTC, GE Capital Corp. reduced the Inventory Line of Credit from $750,000 at December 31, 2004 to $350,000 in February 2005.
Page 11
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
INTRODUCTORY NOTE
The following unaudited pro forma condensed statement of operations gives effect to the acquisition by Modern Technology Corp., a Nevada corporation ("the Company") using the purchase method of accounting, and the assumptions and adjustments to reflect the allocation of purchase price described in the accompanying notes to the unaudited pro forma condensed consolidated statement of operations. The pro forma adjustments are based on management's estimates of the value of the tangible and intangible assets acquired. The unaudited pro forma condensed consolidated statement of operations consolidate the audited results of operations of the Company and the unaudited results of Sound City, Inc. for the year ended June 30, 2004, as if the acquisition had occurred on July 1, 2003.
The unaudited pro forma condensed consolidated financial information has been prepared from, and should be read in conjunction with the historical consolidated financial statements of Modern Technology Corp. which can be found in the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2004 filed with the Securities and Exchange Commission. Sound City, Inc. historical financial statements for the year ended December 31, 2004 and 2003 are included elsewhere in this Form 8-K/A filing as Exhibit ___.
The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and is not intended to represent what the Company's financial statements are or would have been if the acquisition had occurred on those dates or to project the Company's financial statements for any future period. Since the Company and Sound City, Inc. were not under common control or management for any period presented, the unaudited pro forma condensed consolidated financial results may not be comparable to, or indicative of, future performance. These statements do not reflect any additional costs or cost savings resulting from the acquisition.
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MODERN TECHNOLOGY CORP. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
1. BASIS OF PRESENTATION
On January 25, 2005, Modern Technology Corp., a Nevada corporation (the "Company") completed its acquisition of Sound City, Inc. ("Sound City) from its shareholders (the "Sellers"). Pursuant to the Agreement for Sale of Stock of Sound City, Inc. dated January 24, 2005, (the "Agreement") by and between the Company and the Sellers, the Company purchased 51% of the shares of Sound City for $2,000,000 payable to the Sellers in a combination of cash and convertible debt. In addition, the Company has the option to purchase the remaining 49% of the outstanding capital stock of Sound City
Sound City is engaged in the business of selling and installing consumer electronics products in the audio, video, car, stereo and home theatre lines of business.
The consideration the Company paid to the Sellers pursuant to the Agreement was determined pursuant to arms' length negotiations and the Company's management relied on representations made by Sound City's management, the Sellers and other documents and information provided to the Company. The Company's management and Board considered various factors to determine the amount of consideration appropriate for the acquisition, including the potential benefit of the transaction to the Company's shareholders.
The unaudited pro forma condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information not misleading.
These columns below include Sound City's historical unaudited consolidated statements of operations. The unaudited statement of operations of Sound City for the twelve months ended June 30, 2004 was derived from unaudited consolidated financial statements.
The columns below reflect the adjustments and reclassifications necessary to convert Sound City's historical financial statements for presentation in the Unaudited Pro Forma Condensed Financial Statements.
4
2. PURCHASE PRICE ALLOCATION
The unaudited pro forma condensed consolidated financial statements reflect various purchase price allocations. In accordance with SFAS No. 141, Business Combinations ("SFAS No. 141"), the total purchase price was allocated to the tangible and intangible assets of Sound City based upon their estimated fair values at the acquisition date with the excess purchase price allocated to goodwill. The following table summarizes the components of the total purchase price and the allocation as of the date of acquisition:
The unaudited pro forma condensed financial statements are not necessarily indicative of the operating results or financial position that would have occurred had the acquisition been completed as of the dates indicated, nor are they necessarily indicative of future operating results or financial position. The purchase accounting adjustments made in connection with the unaudited pro forma condensed consolidated financial statements are based on a preliminary valuation that has been made solely for purposes of developing the pro forma financial information and is based upon currently available information. Such a valuation is subject to final adjustments. Accordingly, the actual adjustments to be recorded in connection with the final purchase price allocation may differ from the pro forma adjustments reflected in the unaudited pro forma condensed financial statements, and any such differences may be material.
In accordance with SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS No. 142"), goodwill will not be amortized and will be tested for impairment at least annually. The amounts contained in the purchase price allocation may change as additional information becomes available regarding the assets and liabilities acquired. The purchase price allocations are expected to be finalized within one year of the acquisition. Any change in the fair value of the net assets will change the amount of the purchase price allocable to goodwill.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MODERN TECHNOLOGY CORP.
Date: April 8, 20005 /s/ Anthony K. Welch
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Anthony K. Welch, CEO
