UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) July 12, 2002
Commission File Number 000-13822
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RESCON TECHNOLOGY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Nevada 83-0210455
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
25 Fairchild Avenue, Suite 500
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Plainview, New York 11803
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(Address of principal executive offices)
(516) 576-0060
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(Registrant's Executive Office Telephone Number)
ITEM 1. CHANGES IN CONTROL
On July 12, 2002, Rescon Technology Corporation, (the"Company")
consummated an Agreement and Plan of Reorganization (the "Agreement") with
Radical Technologies, Inc., a New York corporation ("Radical") and its
wholly-owned subsidiary, GIT Securities Corporation, a Nevada corporation
("GIT"). Pursuant to the terms and conditions of the Agreement, Radical
was issued 10,000,000 shares of restricted Company common stock in exchange
for 40 common shares of GIT held by the Radical pursuant to a certain
Agreement and Plan of Reorganization. The 40 common shares represent 20%
of the issued and outstanding common shares of GIT. GIT is a small New
York based NASD registered broker dealer providing discount and full
service brokerage services to certain targeted ethnic groups of customers
in the United States, including Russians, Bulgarians and Armenians, among
others.
As a registered NASD broker dealer GIT is subject to NASD rules and
regulations. Under NASD regulation, GIT must obtain NASD approval of any
change in its beneficial ownership that exceeds 25%. In accordance with
the Agreement, GIT is currently seeking NASD approval of a change in its
beneficial ownership to allow the Company to acquire the remaining 80% of
its issued and outstanding common shares of GIT from Radical. Upon
approval of the change in beneficial ownership by the NASD, GIT shall
become a wholly owned subsidiary of the Company and the Company shall issue
an additional 1,000,000 shares to Radical.
In accordance with the terms and conditions of the Agreement the
following Rescon shareholders tendered their certificates representing
3,749,778 common shares of Rescon, for cancellation.
Name Number of Shares
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Quad D Partnership 25,000
Maven Strategic Partners 1,012,468
Kelly Trimble 1,012,466
Calamitous, L.C. 1,012,466
Jenson Services, Inc. 569,820
James Doolin 117,558
Under the Agreement, warrants to purchase up to 200,000 restricted
Company common shares were issued to the following persons:
Name Amount
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Jeff VanOs 30,000
Duane S. Jenson 17,040
Jeffrey D. Jenson 17,040
Travis T. Jenson 17,040
Thomas J. Howells 12,780
James P. Doolin 7,100
Kelly Trimble 35,500
Michael J. Doolin 5,000
Leonard W. Burningham 15,000
Frank Gillen 35,500
Stephen Nagel 8,000
These warrants have an exercise price of $2.00 per share and expire on
June 26, 2004.
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Pursuant to the Agreement, the Radical delivered $315,000 to Jenson
Services, Inc., in consideration of the covenants, representations and
warranties set forth in the Agreement and Plan of Reorganization by Rescon,
Jenson Services, Inc., Calamitous, L.C., and the Cancelling Shareholders.
Christian Nigohossian, the President, Secretary, sole director and sole
shareholder of Radical provided the $315,000 to Radical.
Finally, upon execution of the Agreement, Stephen Nagel, Victoria
Jenson and Sarah Jenson resigned in seriatum as officers and directors of
the Company and Christian Nigohossian, Perry Louros and Michael Barrett
were appointed as directors to fill the vacancies left by there
resignations. Mr. Nighohossian was also appointed as President and
Secretary of the Company.
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS
See Item 1 above.
ITEM 6. RESIGNATION OF DIRECTORS
The Company has accepted the resignations of Stephen Nagel, Victoria
Jenson and Sarah Jenson from the Company's board of directors and any other
positions held within the Company. They did not deliver resignation
letters to the Company. To the Company's knowledge, none of them have
reported any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
The vacancies on the board of directors created by the resignations of
Stephen Nagel, Victoria Jenson and Sarah Jenson were be filled by Christian
Nigohossian, Perry Louros and Michael Barrett in accordance with the
Company's bylaws and the laws of the state of Nevada.
The board of directors appointed Christian Nigohossian to serve as the
President and Secretary of the Company.
ITEM 7. FINANCIAL INFORMATION AND EXHIBITS
Financial Statements
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No financial statements are filed herewith. The Company shall file
financial statements by amendment hereto not later than 60 days after the
date that this Current Report on Form 8-K must be filed.
Exhibits
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2.1 Agreement and Plan of Reorganization between Rescon
Technology Corporation, GIT Securities Corporation and
Radical Technologies, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
RESCON TECHNOLOGY CORPORATION
Date: July 23, 2002 By: /s/ Christian Nigohossian
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Christian Nigohossian, President
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