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) June 11, 2003
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)
Vanderbilt Center, 300 Vanderbilt Motor Parkway, Suite 200
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Hauppage, New York 11788
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(Address of principal executive offices)
(631) 630-2240
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(Registrant's Executive Office Telephone Number)
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS
On February 27, 2003, the Company entered into an Agreement and Plan
of Reorganization ("Agreement") with Campuslive Incorporated, a Delaware
corporation, ("Campus"), subject to approval of the Campus shareholders,
whereby the Company proposed to acquire a majority or all of the issued and
outstanding common shares of Campus from the Campus shareholders. Pursuant
to the terms of the Agreement, the Company was to acquire up to 2,680,000
shares of Campus in exchange for up to 2,680,000 restricted shares of
Company common stock on a one share for one share basis.
On June 11, 2003, the Company, Campus and the Campus shareholders
closed the Agreement. In accordance with the terms of the Agreement, the
Company acquired 2,668,000 shares of Campus in exchange for 2,668,000
shares of restricted Company common stock issued to the Campus shareholders
in reliance upon an exemption from registration provided by Rule 506 of
Regulation D of the rules and regulations promulgated under the Securities
Act of 1933 by the Securities and Exchange Commission. Mr. Chrisitan
Nigohossian, the Company's president and director and the president,
director and controlling shareholder of Campus, was issued 2,500,000
Company common shares in exchange for the 2,500,000 shares of Campus he
owned. None of the other officers, directors or affiliates of the Campus
are officers, directors or affiliates of the Company.
Campus is a development stage company that has not yet generated
revenues. Campus has created and continues to develop educational computer
software systems. In 1998, Campus completed a study of the New Jersey
Assessment tests and the New Jersey Core Curriculum Content Standards.
Based on the findings of this study and extensive in-house testing in
web-based technology, Campus has developed a software program it calls
"Reading & Writing Plus." This program is dedicated to teaching students
language arts, basic skills, reading and writing comprehension and computer
skills. Campus believes that use of the Reading & Writing Plus system over
a recommended time frame will result in increased scholastic performance as
measured by standardized testing.
Reading & Writing Plus teaches students through the use of web-based
interactive multimedia presentations. Reading & Writing Plus is based on
the premise that the student's level of concentration, intrigue, discipline
to the project and learning are increased significantly by the
interactivity of software's multimedia presentations and testing. Another
advantage of the Campus system is that the student can access the system
anywhere the student can access the internet. The student is not limited
to access at only one location, such as a school computer or a home
computer.
At this time, the Company is finalizing development of the Reading &
Writing Plus system and will seek to begin selling the system as quickly as
possible. The Company hopes Campus can begin to generate revenue by the
beginning of 2004.
ITEM 7. FINANCIAL STATEMENTS , PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements.
The Company will file the required financial statements by
amendment to this filing within 75 days of closing of the
Agreement.
(b) Pro Forma Information.
The Company will file the required pro forma financial statements
by amendment to this filing within 75 days of closing the
Agreement.
(c) Exhibits. The following exhibits are included as part of this
report:
Exhibit SEC
Number Ref. Title of Document Location
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2 2.01 Agreement and Plan Attached
of Reorganization
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: June 13, 2003 By: /S/ Christian Nigohossian
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Christian Nigohossian, President