EX-99 4 ext992.txt EXHIBIT 99.2 RESCON TECHNOLOGY CORPORATION [A Development Stage Company] Pro Forma Financial Statements June 30, 2002 RESCON TECHNOLOGY CORPORATION [A Development Stage Company] Pro Forma Balance Sheet June 30, 2002 (Unaudited)
Pro Forma Giving Effect to GIT RESCON Reorganization Securities Technology June 30, Corp Corporation Adjustments 2002 ------------------------------------------------- Current Assets: Receivables $ 111,663 $ 0 $ 0 $ 111,663 ------------------------------------------------- Total Current Assets 111,663 0 0 111,663 Property and Equipment - net 16,515 0 0 16,515 Other assets 142,529 0 0 142,529 ------------------------------------------------- TOTAL ASSETS $ 270,707 $ 0 $ 0 $ 270,707 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Bank overdraft balance $ 11,695 $ 0 $ 0 $ 11,695 Accounts payable and accrued 23,614 0 0 23,614 ------------------------------------------------- Total Current Liabilities 35,309 0 0 35,309 Stockholders' Equity: Common stock 10 402 715 1,127 Additional Paid-in Capital 234,774 4,503,156 (4,504,273) 233,657 Retained Earnings 614 (4,503,558) 4,503,558 614 ------------------------------------------------- Total Stockholders' Equity 235,398 0 0 235,398 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 270,707 $ 0 $ 0 $ 270,707 =================================================
See accompanying notes RESCON TECHNOLOGY CORPORATION [A Development Stage Company] Pro Forma Statement of Operations For the Year Ended December 31, 2001 (Unaudited)
Pro Forma Giving Effect to GIT RESCON Reorganization Securities Technology December 31, Corp Corporation Adjustments 2001 ------------------------------------------------- Revenues $ 384,727 $ 0 $ 0 $ 384,727 General and Administrative Expenses 385,981 2,537 0 388,518 ------------------------------------------------- Net Loss Before Income Taxes (1,254) (2,537) (3,791) Current Year Provision for Income Taxes 0 0 0 0 ------------------------------------------------- Net Loss $ (1,254) $ (2,537) $ 0 $ (3,791) ================================================= Loss Per Share $ (6.27) $ (0.01) $ (0.01) ================================================= Average Shares Outstanding 200 3,860,869 7,250,022 11,111,091 =================================================
See accompanying notes RESCON TECHNOLOGY CORPORATION [A Development Stage Company] Pro Forma Statement of Operations For the Six Months Ended June 30, 2002 (Unaudited)
Pro Forma Giving Effect to GIT RESCON Reorganization Securities Technology December 31, Corp Corporation Adjustments 2001 ------------------------------------------------- December 31, 2001 Revenues $ 834,796 $ 0 $ 0 $ 834,796 General and Administrative Expenses 833,454 633 0 834,087 ------------------------------------------------- Net Income from Operations 1,342 (633) 709 Other Income/(Expense) Interest Income 525 0 525 ------------------------------------------------- Net Income/(Loss) Before Taxes 1,867 (633) 0 1,234 Current Year Provision for Income Taxes 0 0 0 0 ------------------------------------------------- Net Loss $ 1,867 $ (633) $ 0 $ 1,234 ================================================= Loss Per Share $ 9.34 $ (0.01) $ 0.00 ================================================= Average Shares Outstanding 200 3,864,449 7,250,022 11,114,671 =================================================
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 is 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 shall essentially issue 11,000,000 shares of common stock to Radical in exchange for 100% or 200 common shares of GIT. As a registered NASD broker/dealer, GIT must obtain approval from the NASD when a change in beneficial ownership exceeds 25%. As of the date of this report, NASD approval is still pending. As part of the Agreement, certain shareholders of ResCon are tendering certificates representing 3,749,778 of the pre- reorganization outstanding 4,022,869 common shares for cancellation. At the conclusion of all the transactions contemplated in the Agreement, Radical shall own 11,000,000 shares of total outstanding shares of 11,273,091, or 97.6 %. The survivor in the aforementioned combination is ResCon. However, the combination of these two entities has been accounted for as a reverse purchase. Also, as part of the agreement, Radical agreed to pay $315,000 and ResCon agreed to issue warrants to purchase up to 200,000 restricted common shares at a strike price of $2.00 per share, to certain consultants and others as consideration for representations, covenants, and warranties set forth in the Agreement. The Pro Forma financial statements reflect all of the transactions contemplated by the Agreement. Specifically, the accumulated deficit of ResCon was eliminated against paid-in capital of ResCon; the cancelled common stock was reclassified as paid-in capital; the new shares were recorded as common stock with the offset to paid-in capital all to reflect the recapitalization of GIT in the reverse merger.