United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarter Ended Commission File Number
May 31, 2003 000-13822
RESCON TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation or organization)
83-0210455
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(I.R.S. Employer Identification No.)
1500 Market Street, 12th Floor, East Tower,
Philadelphia, Pennsylvania 19120
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(Address of principal executive offices)
(215) 246-3456
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act: None
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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 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.
X Yes No
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State the number of shares outstanding of each of the registrant's classes
of common equity, as of the latest practicable date.
Common stock, par value $.0001; 19,091,091 shares outstanding as of July
31, 2003
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
RESCON TECHNOLOGY CORPORATION
Condensed Financial Statements
May 31, 2003
RESCON TECHNOLOGY CORPORATION
Condensed Balance Sheet
(Unaudited)
<Table>
<Caption>
ASSETS
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May 31, 2003
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Current Assets
Cash $ 0
Prepaid professional fees 15,667
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Total Current Assets 15,667
Other Receivables 50,000
GIT Securities Corp Loan 168,000
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Total Assets $ 233,667
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Liabilities
Accounts payable $ 989
Shareholder loan 835,226
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Total Current Liabilities 836,215
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Total Liabilities 836,215
Stockholders' Deficit
Common stock 1,126
Additional paid in capital 4,648,995
Accumulated deficit prior to development stage (4,467,609)
Accumulated deficit during the development stage (785,060)
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Total Stockholders' Deficit (602,548)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 233,667
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</Table>
See accompanying notes
3
RESCON TECHNOLOGY CORPORATION
Condensed Statements of Operations
(Unaudited)
<Table>
<Caption>
For the Three For the Three
Months Ended Months Ended
May 31, 2003 May 31, 2002
------------ ------------
Revenues $ 0 $ 0
General & Administrative Expenses 488,902 358
------------ ------------
Operating Income (Loss) (488,902) (358)
Other Income and Expense
Income from forgiveness of debt 0 0
Income (Loss) on investment in GIT (69,438) 0
------------ ------------
Net Income (Loss) Before Taxes (558,340) (358)
Current Year Provision for Income Taxes 0 0
------------ ------------
Net Income (Loss) $ (558,340) $ (358)
------------ ------------
Income Per Share $ (0.05) $ (0.01)
------------ ------------
Weighted Average Number of Shares Outstanding 11,258,091 3,861,084
------------ ------------
</Table>
See accompanying notes
4
RESCON TECHNOLOGY CORPORATION
Condensed Statements of Operations
(Unaudited)
<Table>
<Caption>
For the
Development
For the Nine For the Nine Stage
Months Ended Months Ended Through
May 31, 2003 May 31, 2002 May 31, 2003
------------ ------------ ------------
Revenues $ 0 $ 0 $ 0
General & Administrative Expenses 692,246 2,105 742,342
------------ ------------ ------------
Operating Income (Loss) (692,246) (2,105) (742,342)
Other Income and Expense
Income from forgiveness of debt 0 0 5,345
Income (Loss) on investment in GIT (39,679) 0 (48,063)
------------ ------------ ------------
Net Income (Loss) Before Taxes (731,925) (2,105) (785,060)
Current Year Provision for Income Taxes 0 0 0
------------ ------------ ------------
Net Income (Loss) $ (731,925) $ (2,105) $ (785,060)
------------ ------------ ------------
Income Per Share $ (0.07) $ (0.01) $ (0.14)
------------ ------------ ------------
Weighted Average Number of
Shares Outstanding 11,258,091 3,861,084 5,601,432
------------ ------------ ------------
</Table>
See accompanying notes
5
RESCON TECHNOLOGY CORPORATION
Condensed Statements of Cash Flows
(Unaudited)
<Table>
<Caption>
For the
Development
For the Nine For the Nine Stage
Months Ended Months Ended Through
May 31, 2003 May 31, 2002 May 31, 2003
------------ ------------ ------------
Cash Flows from Operating Activities:
Net Income (Loss) $ (731,925) $ (2,105) $ (785,060)
Adjustments to reconcile net loss to
net cash used for operating activities:
Loss on investment in GIT 39,679 0 48,063
Income from forgiveness of debt 0 0 (5,345)
Issued common stock for service or
expenses 0 0 44,682
Increase in accounts payable 920 0 989
Decrease in prepaid expenses 74,100 0 74,100
Expenses paid by shareholders 0 2,105 5,345
------------ ------------ ------------
Net Cash from operating Activities (617,226) 0 (617,226)
Cash Flows from Investing Activities:
Increase in advances (218,000) 0 (218,000)
------------ ------------ ------------
Net Cash from Investing Activities (218,000) 0 (218,000)
Cash Flows from Financing Activities:
Increase in loans 835,226 0 835,226
------------ ------------ ------------
Net Cash from Financing Activities 835,226 0 835,226
Net Increase/(Decrease) in Cash 0 0 0
Beginning Cash Balance 0 0 0
------------ ------------ ------------
Ending Cash Balance $ 0 $ 0 $ 0
------------ ------------ ------------
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ 0 $ 0 $ 0
Cash paid during the year for income taxes $ 0 $ 0 $ 0
Issued stock for investment in GIT $ 0 $ 0 $ 48,063
Issued stock for professional fees
contracts $ 0 $ 0 $ 98,500
</Table>
See accompanying notes
6
RESCON TECHNOLOGY CORPORATION
Notes to Condensed Financial Statements
May 31, 2003
PRELIMINARY NOTE
----------------
The accompanying condensed financial statements have been prepared without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that
these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's Annual
Report on Form 10-KSB for the year ended August 31, 2002.
Item 2. Plan of Operations
This Form 10-QSB contains certain forward-looking statements. For
this purpose any statements contained in this Form 10-QSB that are not
statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "estimate" or "continue" or comparable
terminology are intended to identify forward-looking statements. These
statements by their nature involve substantial risks and uncertainties.
Actual results may differ materially depending on a variety of factors.
For a complete understanding, this Plan of Operations should be read in
conjunction with Part I- Item 1. Financial Statements to this Form 10-QSB.
On June 11, 2003, the Company consummated an Agreement and Plan of
Reorganization ("Campus Agreement") with Campuslive Incorporated, a
Delaware corporation, ("Campus") and the Campus shareholders whereby the
Company acquired approximately 98% of the outstanding shares of Campus.
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. Christian
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 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.
7
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.
Subsequent to quarter end, the Company entered into a Software and
Technology License Agreement ("License Agreement") and an Equipment Lease
with Speed of Thought Trading Corporation, a New York corporation
("Speed"), a related party. Pursuant to the terms and conditions of the
License Agreement, the Company acquired an exclusive, worldwide, perpetual
license to host, use, produce, develop, market and distribute a software
platform and technology developed by Speed. The Company issued Speed
4,416,000 restricted shares of its common stock to pay for the license in
full. Speed shall receive no additional payments or royalties from the
license. The Company also issued 1,000,000 restricted shares of its common
stock to Speed as payment in full for a three-year lease of office
equipment, furniture and computers. Christian Nigohossian, the Company's
president and director is also the president and a director of Speed.
Speed developed the software to address problems confronted by traders
in eastern block countries trading currencies and securities listed on U.S.
exchanges. While there are numerous trading software programs available
and eastern block countries have sufficient technology to support these
advanced trading applications, few, if any, have developed their
applications in the native languages of traders residing in eastern block
countries.
The Company's software is designed to interface with existing data
feeds, order entry systems and other trading tools provided in English by
mirroring those data feeds, order entry systems and trading tools in the
native Slavic languages. In addition, the software includes expanded
trading tools such as charting, filters and custom lists in the trader's
language.
The Company is currently marketing its software platform to brokerages
in eastern block countries, with its initial focus in Bulgaria, the Czech
Republic, Hungary and Russia. The Company will host its software platform
and will provide brokers and their clients with access to the Company's
software platform via the internet. The Company anticipates that it will
be compensated by the brokers on a per transaction basis. The Company has
not engaged in meaningful negotiations with any brokerages at this time.
The Company hopes to begin realizing revenue by October 2003.
8
The Company will not provide any trading advice or opinions to brokers
or traders. Similarly, the Company will not provide any brokerage services
to traders.
The Company has not generated any revenue from sales of products and
has incurred losses since inception. As of May 31, 2003, the Company had
no cash on hand and total assets of $233,667.
During the quarter ended May 31, 2002, the Company had General and
Administrative Expenses of $488,902 compared to $358 for the same three-
month period ended May 31, 2002. This significant increase is due in part
to the fact that in the three-month period ended may 31, 2002, the Company
had no active operations. Also, during the quarter, the Company loaned
$168,000 to its subsidiary GIT Securities Corporation and $50,000 to a
third party. GIT will repay the loan from the Company out of funds on
account with the clearing agent. Those funds may be held by the clearing
agent for up to six months. The Company anticipates that the third party
loan will be repaid by January 2004. During the quarter, the Company also
incurred expenses in moving its offices from Plainview to Hauppage.
During the nine months ended May 31, 2003, the Company incurred
General and Administrative Expenses of $692,246 compared to $2,105 during
the nine months ended May 31, 2003. The Company believes the significant
increase in due to the Company undertaking active operations in 2003 as
compared to 2002.
During the three months ended and nine months ended May 31, 2003, the
Company suffered net losses of $558,340 and $731,925 respectively compared
to net losses of $358 and $2,105 for the corresponding three month and nine
month periods ended May 31, 2002. Again, the Company believes this
significant increases are related to undertaking active operations in the
current year.
Since inception, the Company has accumulated losses of $785,061.
The Company has limited assets, a working capital deficiency, and no
way to generate revenue in the upcoming quarter. These issues raise
substantial doubt about the Company's ability to continue as a going
concern.
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures. The Company's
Chief Executive Officer and Chief Financial Officer has conducted an
evaluation of the Company's disclosure controls and procedures as of a date
(the "Evaluation Date") within 90 days before the filing of this quarterly
report. Based on his evaluation, the Company's Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls
and procedures are effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the applicable Securities and
Exchange Commission rules and forms.
9
(b) Changes in Internal Controls and Procedures. Subsequent to the
Evaluation Date, there were no significant changes in the Company's
internal controls or in other factors that could significantly affect these
controls, nor were any corrective actions required with regard to
significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 2. Changes in Securities
No instruments defining the rights of the holders of any class of
registered securities were materially modified, limited or qualified
during the quarter ended May 31, 2003.
The Company issued no securities during the quarter ended May 31,
2003. Subsequent to quarter end, the Company issued the following
securities, which were not registered under the Securities Act of 1933.
In June 2003, the Company issued 2,668,000 restricted common shares to
the shareholders of Campus to acquire the same number of shares of Campus
in connection with the Agreement and Plan of Reorganization entered into
between the Company, Campus and Campus shareholders. The shares were
issued without registration under the Securities Act of 1933 in reliance
on an exemption from registration provided by Section 4(2) of the
Securities Act of 1933, and Rule 506 of Regulation D of the rules and
regulations promulgated under the Securities Act of 1933, and from similar
applicable state securities laws, rules and regulations exempting the offer
and sale of these securities by available state exemptions. No general
solicitation was made in connection with the offer or sale of these
securities.
In June 2003, the Company issued 5,416,000 restricted common shares to
Speed in exchange for a Software and Technology License and an Equipment
Lease. The shares were issued without registration under the Securities
Act of 1933 in reliance on an exemption from registration provided by
Section 4(2) of the Securities Act, and from similar applicable state
securities laws, rules and regulations exempting the offer and sale of
these securities by available state exemptions. No general solicitation
was made in connection with the offer or sale of these securities.
In June 2003, the Company issued 3,584,000 restricted common shares to
Christian Nigohossian, the Company's president and director, in exchange
for 3,584,000 shares of Speed owned by Mr. Nigohossian. The shares were
issued without registration under the Securities Act of 1933 in reliance
on an exemption from registration provided by Section 4(2) of the
Securities Act, and from similar applicable state securities laws, rules
and regulations exempting the offer and sale of these securities by
available state exemptions. No general solicitation was made in connection
with the offer or sale of these securities.
10
In June 2003, the Company issued 2,000,000 restricted common shares to
Ex-Pit, Inc., a Bulgarian company, for services in connection with listing
the Company's securities on the Bulgarian Stock Exchange. The Company
received no funds from the issuance of the shares. These shares were
issued pursuant to Regulation S promulgated by the Securities and Exchange
Commission under the Securities Act of 1933. The Company did not offer the
securities to any person in the United States, any identifiable groups of
U.S. citizens abroad, or to any U.S. Person as that term is defined in
Regulation S. At the time the shares were issued, the Company reasonably
believed Ex-Pit, Inc., was outside of the United States and was not a U.S.
Person. The Company reasonably believed that the transaction had not been
pre-arranged with a buyer in the United States. The Company has not nor
will it engage in any "Directed Selling Efforts." The Company reasonably
believes Ex-Pit, Inc., has not nor will it engage in any "Directed Selling
Efforts." The Company reasonably believed Ex-Pit, Inc., acquired the
securities for its own accounts and for investment purposes and not with
the view towards distribution or for the account of a U.S. Person.
In July 2003, the Company issued 815,000 restricted common shares in
satisfaction of loans in the amount of $815,000 made by various individuals
to the Company. The shares were issued without registration under the
Securities Act of 1933 in reliance on an exemption from registration
provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of
Regulation D of the rules and regulations promulgated under the Securities
Act of 1933, and from similar applicable state securities laws, rules and
regulations exempting the offer and sale of these securities by available
state exemptions. No general solicitation was made in connection with the
offer or sale of these securities.
In July 2003, the Company issued 400,000 restricted common shares to
Mirador Consulting for services to be rendered over the next six months in
connection with mergers and acquisitions, corporate finance, corporate
financial relations and other financial services. The shares were issued
without registration under the Securities Act of 1933 in reliance on an
exemption from registration provided by Section 4(2) of the Securities Act,
and from similar applicable state securities laws, rules and regulations
exempting the offer and sale of these securities by available state
exemptions. No general solicitation was made in connection with the offer
or sale of these securities. The Company received no funds in connection
with the issuance of these securities.
Item 6. Exhibits and Reports on Form 8-K
(A) Reports on Form 8-K
On March 3, 2003, the Company filed a Current Report on Form 8-K
disclosing the restructuring of the Company's Agreement and Plan of
Reorganization with GIT Securities Corporation.
11
(B) Exhibits. The following exhibits are included as part of this
report:
Exhibit 10.1 Software and Technology License Agreement
Exhibit 10.2 Equipment Lease
Exhibit 99.1 Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this to be signed on its behalf by the
undersigned thereunto duly authorized.
ResCon Technology Corporation
Dated: August 1, 2003 By: /S/ Christian Nigohossian
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Christian Nigohossian, CEO
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CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Christian Nigohossian, certify that:
(1) I have reviewed this quarterly report on Form 10-QSB of ResCon
Technology Corporation, (the "Company");
(2) Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
(3) Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the Company as of, and for, the periods presented in this
quarterly report;
(4) I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the Company and have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the Company is made known
to me by others within those entities, particularly during the
period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the Company's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
my evaluation as of the Evaluation Date;
(5) I have disclosed, based on my most recent evaluation, to the
Company's auditors and the audit committee of the Company's board of
directors (or persons fulfilling the equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's
ability to record, process, summarize and report financial data
and have identified for the Company's auditors any material
weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the Company's
internal controls; and
(6) I have indicated in this quarterly report whether or not there
were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of the
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: August 1, 2003 By: /S/ Christian Nigohossian
-----------------------------
Christian Nigohossian
Chief Executive Officer and
Chief Financial Officer
13