RESCON TECHNOLOGY CORPORATION
[A Development Stage Company]
Pro Forma Financial Statements
May 31, 2003
RESCON TECHNOLOGY CORPORATION
[A Development Stage Company]
Pro Forma Balance Sheet
May 31, 2003
(Unaudited)
<Table>
<Caption>
Pro Forma
Giving Effect
RESCON to the Merger
Campuslive Technology as of
Incorporated Corporation Adjustments May 31, 2003
----------------------------------------------------
ASSETS
Current Assets:
Prepaid expense $ 0 $ 15,667 $ 0 $ 15,667
----------------------------------------------------
Total Current Assets 0 15,667 0 15,667
Property and Equipment - net 160,458 0 160,458
Other receivables 0 218,000 218,000
----------------------------------------------------
TOTAL ASSETS $ 160,458 $ 233,667 $ 0 $ 394,125
====================================================
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current Liabilities:
Related party payable $ 175,000 $ 835,226 $ 0 $ 1,010,226
Other current liabilities 0 989 989
----------------------------------------------------
Total Current Liabilities 175,000 836,215 0 1,011,215
Minority interest in Campuslive (68) (68)
Stockholders' Equity:
Common stock 2,681 346 (2,414) 613
Additional Paid-in Capital 222,320 4,649,775 2,482 4,874,577
Retained Earnings (239,542) (5,252,669) 0 (5,492,211)
----------------------------------------------------
Total Stockholders' Equity (14,541) (602,548) 68 (617,021)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 160,459 $ 233,667 $ 0 $ 394,126
====================================================
</Table>
See accompanying notes
RESCON TECHNOLOGY CORPORATION
[A Development Stage Company]
Pro Forma Statement of Operations
For the Nine Months Ended May 31, 2003
(Unaudited)
<Table>
<Caption>
Pro Forma
Giving Effect
RESCON to the Merger
Campuslive Technology as of
Incorporated Corporation Adjustments May 31, 2003
----------------------------------------------------
Revenues $ 0 $ 0 $ 0 $ 0
General and Administrative
Expenses (104,575) (692,246) 0 (796,821)
----------------------------------------------------
Net loss from operations (104,575) (692,246) (796,821)
Other income/(expense)
Loss on investment in GIT 0 (39,679) 0 (39,679)
----------------------------------------------------
Net Loss Before Income Taxes (104,575) (731,925) (836,500)
Current Year Provision for
Income Taxes 0 0 0 0
----------------------------------------------------
Net Loss $ (104,575) $ (731,925) $ 0 $ (836,500)
====================================================
Loss Per Share $ (0.04) $ (0.21) $ (0.14)
====================================================
Average Shares Outstanding 2,680,500 3,458,091 6,126,091
====================================================
</Table>
See accompanying notes
RESCON TECHNOLOGY CORPORATION
[A Development Stage Company]
Pro Forma Statement of Operations
For the Year Ended August 31, 2002
(Unaudited)
<Table>
<Caption>
Pro Forma
Giving Effect
RESCON to the Merger
Campuslive Technology as of August
Incorporated Corporation Adjustments 31, 2002
----------------------------------------------------
Revenues $ 0 $ 0 $ 0 $ 0
General and Administrative
Expenses 108,867 27,655 0 136,522
----------------------------------------------------
Net Income from Operations (108,867) (27,655) (136,522)
Other Income/(Expense)
Income from forgiveness of debt 0 5,345 5,345
Loss on investment in GIT 0 (8,384) (8,384)
----------------------------------------------------
Net Income/(Loss) Before Taxes (108,867) (30,694) 0 (139,561)
Current Year Provision for
Income Taxes 0 0 0 0
----------------------------------------------------
Net Loss $ (108,867) $ (30,694) $ 0 $ (139,561)
====================================================
Loss Per Share $ (0.04) $ (0.01) $ (0.02)
====================================================
Average Shares Outstanding 2,680,500 4,041,941 6,709,941
====================================================
</Table>
See accompanying notes
RESCON TECHNOLOGY CORPORATION
[A Development Stage Company]
Notes to Pro Forma Financial Statements
June 30, 2002
(Unaudited)
Note 1 AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
ResCon Technology Corporation was organized as a Wyoming
corporation and spent many years (since 1976) in the business of
manufacturing and selling chemicals and related products for the
permanent repair and protection of concrete and steel structures.
However, the Company liquidated all assets prior to 1994 and has
had no business activity since. In July of 1999, the Company
merged with and into ResCon Technology Corporation, a Nevada
corporation. The merger was effected for the purpose of changing
the corporate domicile to Nevada, and to provide for the exchange
of 1 share of the Nevada corporation to the stockholders for each
7,000 shares of the Wyoming corporation.
On July 12, 2002, ResCon Technology Corporation entered 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). GIT was a New York based, 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. Pursuant to the Agreement, the Company
essentially issued 2,200,000 shares of common stock to Radical in
exchange for 20% of GIT. Since that transaction, GIT has ceased
its operations and ResCon has written off its investment in GIT.
On February 27, 2003, the Company entered into an Agreement and
Plan of Reorganization with Campuslive Incorporated, a Delaware
corporation, ("Campus"), whereby the Company proposed to acquire
a majority or all of the issued and outstanding common shares of
Campus from the Campus shareholders.
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.
RESCON TECHNOLOGY CORPORATION
[A Development Stage Company]
Notes to Pro Forma Financial Statements
June 30, 2002
(Unaudited)
The Pro Forma financial statements reflect all of the
transactions contemplated by the Agreement. Specifically, the
par value of Campus was reclassified as paid-in capital of the
consolidated company. An adjustment was also made to reflect the
minority interest in Campus which was not converted to ResCon
(approximately 12,500 shares or .4663 %). The new shares of the
Company issued to the Campus shareholders are included as common
stock with an adjustment to paid-in capital.