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
November 30, 2004 000-13822
RESCON TECHNOLOGY CORPORATION
--------------------------------------
(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 19102
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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
------
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
----- -----
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; 4,170,450 shares outstanding as of January
7, 2005.
PART I - FINANCIAL STATEMENTS
Item 1. Financial Statements
RESCON TECHNOLOGY CORPORATION
Condensed Financial Statements
November 30, 2004
RESCON TECHNOLOGY CORPORATION
Condensed Balance Sheet
(Unaudited)
<Table>
<Caption>
ASSETS
-------
November 30,
2004
------------
Current Assets
Cash $ 2,218
Prepaid expenses 20,000
------------
Total Current Assets 22,218
Fixed Assets (Net) 24,413
Prepaid Equipment Lease 20,000
Software & Technology License Agreement 403,280
Investment Speed of Thought 286,720
Other receivable 50,000
------------
Total Non-Current Assets 784,413
------------
Total Assets $ 806,631
============
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------
Liabilities
Accounts payable $ 25,120
Payable to shareholders 690,806
------------
Total Current Liabilities 715,926
------------
Total Liabilities 715,926
Minority Interest (944)
Stockholders' Equity
Common stock 417
Additional paid in capital 6,342,844
Accumulated deficit prior to development stage (4,467,609)
Accumulated deficit during the development stage (1,784,003)
------------
Total Stockholders' Equity 91,649
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 806,631
------------
</Table>
See accompanying notes
3
RESCON TECHNOLOGY CORPORATION
Condensed Statements of Operations
(Unaudited)
<Table>
<Caption>
For the
Development
For the Three For the Three Stage
Months Ended Months Ended Through
November 30, November 30, November 30,
2004 2003 2004
------------- ------------- -------------
Revenues $ 0 $ 0 $ 0
General & Administrative
Expenses 47,203 379,108 2,491,085
------------- ------------- -------------
Operating Income (Loss) (47,203) (379,108) (2,491,085)
Other Income and Expense
Income from forgiveness of debt 0 0 755,145
Income (Loss) on investment in GIT 0 0 (48,063)
------------- ------------- -------------
Net Income (Loss) Before Taxes (47,203) (379,108) (1,784,003)
Current Year Provision for
Income Taxes 0 0 0
------------- ------------- -------------
Net Income (Loss) $ (47,203) $ (379,108) $ (1,784,003)
------------- ------------- -------------
Income Per Share $ (0.01) $ (0.11) $ (1.37)
------------- ------------- -------------
Weighted Average Number of
Shares Outstanding 4,167,980 3,398,937 1,304,407
------------- ------------- -------------
</Table>
See accompanying notes
4
RESCON TECHNOLOGY CORPORATION
Condensed Statements of Cash Flows
(Unaudited)
<Table>
<Caption>
For the
Development
For the Three For the Three Stage
Months Ended Months Ended Through
November 30, November 30, November 30,
2004 2003 2004
------------- ------------- -------------
Cash Flows from Operating Activities:
Net Income (Loss) $ (47,203) $ (379,108) $ (1,784,002)
Adjustments to reconcile net loss to
net cash used for operating activities:
Depreciation and amortization 2,056 21,808 142,296
Income from investment in GIT 0 0 48,063
Increase in other assets 0 (6,000) 0
Income from forgiveness of debt 0 0 (755,145)
Issued common stock for service or
expenses 0 275,000 810,881
Decrease in accounts payable (4,249) 3,457 25,119
Decrease in prepaid expenses 6,667 6,667 6,667
Change in minority interest 0 (97) (944)
Expenses paid by shareholders 0 0 5,345
------------- ------------- -------------
Net Cash from operating Activities (42,729) (78,273) (1,501,720)
Cash Flows from Investing Activities
Purchase of property and equipment 0 0 (21,740)
Investment in trucking business 0 0 (50,000)
------------- ------------- -------------
Net Cash from investing activities 0 0 (71,740)
Cash Flows from Financing Activities:
Loan proceeds 41,299 129,125 1,575,678
Additional paid in capital 0 0 0
------------- ------------- -------------
Net Cash from financing activities 41,299 129,125 1,575,678
Net increase (decrease) in cash (1,430) 50,852 2,218
Beginning Cash Balance 3,648 0 0
------------- ------------- -------------
Ending Cash Balance $ 2,218 $ 50,852 $ 2,218
------------- ------------- -------------
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 $ 0 $ 0 $ 548,223
Issued stock for professional fees
contracts $ 0 $ 0 $ 788,500
</Table>
See accompanying notes
5
RESCON TECHNOLOGY CORPORATION
Notes to Condensed Financial Statements
November 30, 2004
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. These interim financial statements include all adjustments,
which in the opinion of management, are necessary in order to make the
financial statements not misleading. 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, 2004.
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.
RESULTS OF OPERATIONS
During the three months months ended November 31, 2004 and 2003, the
Company generated operating losses of $47,203 and $397,108 respectively.
This represents a reduction in operating loss of $331,905. This reduction
in net loss is directly attributable to reductions in general and
administrative expenses as the Company has focused its efforts to closing
an Agreement and Plan of Reorganization ("Agreement") whereby Nayna
Networks, Inc., a Delaware corporation, ("Nayna") would become a wholly
owned subsidiary of the Company. As of November 30, 2004, the Company had
an accumulated deficit since reactivation of $1,736,799, and cash on hand
of $2,218
LIQUIDITY AND CAPITAL RESOURCES
As the Company has limited working capital and limited cash on hand,
and as it is not currently realizing revenue from operations, the Company
needs to seek additional funding from third parties. This funding may be
sought by means of private equity or debt financing. The Company currently
has no commitments from any party to provide funding and there is no way to
predict when, or if, any such funding could materialize. There is no
assurance that the Company will be successful in obtaining additional
funding on attractive terms, or at all. If the Company is unsuccessful in
obtaining additional debt or equity financing during the second quarter of
2005, the Company may be unable to continue operations. These factors
raise substantial doubt about the Company's ability to continue as a going
concern.
6
CASH FLOWS
----------
During the quarter ended November 30, 2004, cash was primarily used to
fund Company expenses. Cash on hand decreased approximately $1,430 during
the quarter ended November 30, 2004, compared to August 31, 2004, and
$48,634 compared to November 30, 2003. See below for additional discussion
and analysis of cash flow.
<Table>
<Caption>
For the Three For the Three
Months Ended Months Ended
November 30, 2004 November 30, 2003
----------------- -----------------
Net cash from operating activities $ (42,729) $ (78,273)
Net cash from investing activities $ -0- $ -0-
Net cash from financing activities $ 41,299 $ 129,125
NET INCREASE/(DECREASE) IN CASH $ 2,218 $ 50,852
</Table>
During the quarter ended November 30, 2004, net cash used in
operations was $42,729, as net loss and decrease in accounts payable were
only partially offset by depreciation and decrease in prepaid expenses.
The Company used no net cash from financing activities during the quarter
ended November 30, 2004, as the Company engaged in no investing activities.
During the year ended August 31, 2004, the Company realized loan proceeds
of $41,299, which reflects the entire amount of net cash from financing
activities. At November 30, 2004, the Company had cash on hand of $2,218.
During the quarter, the Company entered into an agreement to acquire
Nayna for 32,500,000 post-split shares of the Company's common stock.
Pursuant to the terms of the Agreement the Company formed a wholly owned
subsidiary named Nayna Acquisition Corporation, a Nevada corporation, for
the purpose of executing the proposed merger with Nayna (the "Merger").
Following the closing, Nayna will become a wholly-owned subsidiary of the
Company. Upon closing the Agreement, the stockholders of Nayna will hold a
majority of the outstanding shares of the Company. To date the Agreement
has not closed, although the Company anticipates the closing to occur
during the Company's second fiscal quarter of 2005. Following the closing,
the primary business of the Company will be the business of Nayna. The
closing of the Agreement will result in a change in control of the Company.
If the Company is successful in closing the agreement, the Company will
focus all of its efforts to pursue and develop the business of Nayna. If
the Company is unsuccessful in closing the Agreement, it will continue to
pursue the business opportunities it acquired during the fiscal year ended
August 31, 2003, as more fully set forth below.
If the Company is unsuccessful in closing the Agreement, it will
continue to seek funding to allow it to pursue business opportunities,
including final development and marketing of the Reading & Writing Plus
educational product, the digital yearbook and its trading software
platform, it acquired in 2003, as well as investigating potential new
opportunities.
7
Campus is seeking funds to complete the development of its educational
product called Reading & Writing Plus. This product will require some
additional development before it is ready for market. The Company
anticipates that it can finish final development of the Reading & Writing
Plus educational product for approximately $100,000 to $150,000. If
funding is obtained, the Company believes final development can be
completed within 30-60 days. The Company believes it will also need
approximately $150,000 to $200,000 to purchase equipment for installation
at the first school district. These funds are advanced to the school
district and are collected out of initial deposit paid by the school
district once the system is installed and operational.
In addition to the Reading & Writing Plus product, Campus has
developed a digital yearbook product. As this product is ready for market,
Campus will begin marketing its digital yearbook product as soon as it can
raise sufficient funds to hire a sales staff and undertake a direct
marketing campaign. The Company believes that with $20,000 Campus should
be able to undertake its initial marketing campaign of the digital
yearbook.
If the Company is unsuccessful in closing the Agreement, it will also
seek to raise sufficient funds to market and sell the trading platform it
acquired from Speed. This product is also ready to market pending the
Company raising sufficient funds to hire a marketing staff and negotiating
a hosting agreement, which the Company is currently negotiating with a
third party. Once a hosting agreement is in place, the Company expects it
will need approximately $20,000 to begin marketing its trading product.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
-------------------------------------------------
The Company's Chief Executive Officer and Chief Financial Officer have
conducted an evaluation of the Company's disclosure controls and procedures
(as defined in Rule 13A-15(e) under the Securities Exchange Act of 1934
("Exchange Act") as of the end of the period covered by this annual report
(the "Evaluation Date"). Based on their evaluation, the Company's Chief
Executive Officer and Chief Financial Officer have concluded that, as of
the Evaluation Date, the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the
Company in its Exchange Act reports is recorded, processed, summarized and
reported within the applicable periods specified by the SEC's rules and
forms.
(b) Changes in Internal Controls and Procedures.
--------------------------------------------
During the period covered by this quarterly report, there were no
changes in the Company's internal control over financial reporting (as
defined in Rule 13a-15) or 15d-15 under the Exchange Act) that has
materially affected, or is reasonably likely to materially affect, the
Company's internal controls over financial reporting.
8
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On November 2, 2004, certain actions were approved by the board of
directors and the majority shareholders of the Company in writing in lieu
of a special or annual meeting of shareholders. These actions, which were
to become effective no earlier than December 2, 2004, included a reverse
split of the Company's outstanding common stock at a ratio of one (1) share
for each five and nine/tenths (5.9) shares outstanding. The reverse split
did not reduce the number of authorized common shares of the Company. The
other approved action was to authorize the board of directors of the
Company to amend the Articles of Incorporation of the Company on or before
November 24, 2004, to change the name of the Company to such name as the
board of directors, in its sole discretion, deemed appropriate.
The Company did not solicit proxies in connection with these actions
and there were no actions discussed or taken to change the members of the
Company's board of directors.
Subsequent to the year end, on January 7, 2005, the Company filed with
the Securities and Exchange Commission and caused to be mailed to its
shareholders a Schedule 14F-1 informing the shareholders of the Company
that upon the closing of the Agreement to acquire Nayna, a change in
control of the Company would occur, with the current directors and officers
resigning and new directors and officers being appointed as set forth in
the Schedule 14F-1, a copy of which is attached as an exhibit to this
Quarterly Report.
The Company did not solicit proxies in connection with this proposed
action.
ITEM 5. OTHER INFORMATION
NAYNA NETWORKS
--------------
As discussed above, during the quarter, the Company entered into an
Agreement whereby Nayna Networks will become a wholly owned subsidiary of
the Company. To date, this Agreement has not closed, although the Company
anticipates the closing will take place during its second fiscal quarter of
2005.
Founded in February 2000, Nayna is a hardware and software development
company that designs, develops and markets next generation broadband access
solutions, also known as Ethernet In The First Mile (EFM) for the secure
communications market. Typical Nayna customers include carriers, Cable TV
(CATV) service providers and corporations. Nayna's flagship platform,
ExpressSTREAM, removes the performance bottlenecks typically found in
access networks. The high quality and rich feature set of Nayna's
solutions enables the gigabit class ExpressSTREAM platform to address a
wide variety of applications from the transport level up to and through the
application layer. Nayna, together with the companies which it has
acquired, has raised more than $65 million in venture capital investment
over the past five years, substantially all of which has been spent on
product development. Nayna's solutions are based on proprietary hardware
and software implementations that are largely based on standard components.
This approach makes Nayna's solutions more flexible and less costly and
enables Nayna to address its customer's needs swiftly without the cost or
time required to make custom silicon chips. These high-performance, cost-
9
effective solutions are enhanced by intelligent enforcement of Quality of
Service (QoS), which positions Nayna to compete effectively in its target
markets. Throughout 2004, Nayna introduced a series of products under its
flagship ExpressSTREAM platform. ExpressSTREAM is certified for a wide
variety of applications including handling of advanced real time
applications such as streaming content. Previous generations of products
were limited to average bandwidths of just a few hundred Kilobits per
second (Kbps) and a total of just 2.5Gbps per system. Nayna's
ExpressSTREAM solutions range up to 32 Gbps of non-blocking system capacity
and 10/100/1000 Mbps per subscriber site. This high capacity is supported
by high performance switching capacity of up to 48 million packets per
second, compared to just 2 million packets per second in most gigabit LAN
switches. Nayna's high performance switching fabric is the key to its
excellent carrier class QoS and in turn, provides Nayna the ability to mix
and match voice, data and IP video on the same links. While typical LAN
products can only handle large data packets efficiently, ExpressSTREAM has
sufficient additional capacity to enable it to mix small high priority
voice packets in the same stream as the larger packets without being lost
or delayed.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Reports on Form 8-K
On October 22, 2004, the Company filed a Current Report on Form 8-K
disclosing that it had entered into a definitive agreement whereby it
agreed to acquire Nayna Networks, Inc., a Delaware corporation for
32,500,000 share of Company common stock, and further disclosing that the
closing of the transaction would result in a change in control of the
Company.
Subsequent to quarter end, on January 21, 2005, the Company filed a
Current Report on Form 8-K disclosing that the Over-the-Counter Bulletin
Board ("OTCBB") had stopped posting quotations for the Company's common
stock because of the Company's failure to file all reports required under
Sections 13 or 15(d) of the Securities Exchange Act of 1934, with in time
allowed by NASD Rule 6530. The Current Report also disclosed that the
Company's common stock is now trading on the Pink Sheets under symbol
"RSCT." Once the Company is in compliance with Rule 6530, it intends to
make application to once again have quotations posted for its common stock
on the OTCBB.
(B) Exhibits. The following exhibits are included as part of this
report:
Exhibit 3.1 Amendment to Articles of Incorporation of Rescon
Technology Corp.
Exhibit 10.1 Agreement and Plan of Reorganization
Exhibit 20.1 Schedule 14f-1 filed by the Company on January 7, 2005
Exhibit 31.1 Certification of Principal Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of Principal Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification of Principal Executive Officer Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification of Principal Financial Officer Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
10
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: January 24, 2005 By: /S/ Henrik Klausgaard
--------------------------------------
Henrik Klausgaard, CEO
Dated: January 24, 2005 By: /S/ Ilona Klausgaard
--------------------------------------
Ilona Klausgaard, CFO
11