-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UbGSpNas5LuWiEBG7HPo3NxVFtHXgTdtX+MF+23B1ZhDXrEyWNZFS2UZC5ReL1+D JOH0uXFrqPHJa2uOFuCdBA== 0001140377-03-000002.txt : 20030114 0001140377-03-000002.hdr.sgml : 20030114 20030114154213 ACCESSION NUMBER: 0001140377-03-000002 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021130 FILED AS OF DATE: 20030114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESCON TECHNOLOGY CORP CENTRAL INDEX KEY: 0000769591 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 830210455 STATE OF INCORPORATION: WY FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-13822 FILM NUMBER: 03513566 BUSINESS ADDRESS: STREET 1: 5525 SOUTH 900 EAST SUITE 110 CITY: SALT LAKE CITY STATE: UT ZIP: 84117 BUSINESS PHONE: 8012628844 10QSB 1 rtc1102k.txt 10QSB FOR FIRST QUARTER ENDED NOVEMBER 30, 2002 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, 2002 000-13822 RESCON TECHNOLOGY CORPORATION ------------------------------ (Exact name of registrant as specified in its charter) NEVADA ------- (State or other jurisdiction of incorporation or organization 83-0210455 ---------- (I.R.S. Employer Identification No.) 25 Fairchild Avenue, Suite 500, Plainview, New York 11803 ---------------------------------------------------------- (Address of principal executive offices) (516) 576-0600 --------------- (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 registrants classes of common equity, as of the latest practicable date. Common stock, par value $.0001; 11,258,091 shares outstanding as of January 10, 2003 PART I - FINANCIAL INFORMATION Item 1. Financial Statements RESCON TECHNOLOGY CORPORATION Condensed Balance Sheet (Unaudited)
ASSETS ------ November 30, 2002 ------------- Current Assets Prepaid professional fees $ 63,567 ------------- Total Current Assets 63,567 Investment in GIT Securities Corp 65,945 ------------- Total Assets $ 129,512 ------------- LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------- Liabilities Accounts payable $ 989 ------------- Total Current Liabilities 989 ------------- Total Liabilities 989 ------------- Stockholders' Equity 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 (53,989) ------------- Total Stockholders' Equity 128,523 ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 129,512 -------------
See accompanying notes 2 RESCON TECHNOLOGY CORPORATION Condensed Statements of Operations (Unaudited)
For the For the For the Three Three Development Months Months Stage Ended Ended Through November November November 30, 2002 30, 2001 30, 2002 ----------- ----------- ----------- Revenues $ 0 $ 0 $ 0 General & Administrative Expenses 27,120 601 77,216 ----------- ----------- ----------- Operating Income (Loss) (27,120) (601) (77,216) Other Income and Expense Income from forgiveness of debt 0 0 5,345 Income (Loss) on investment in GIT 26,266 0 17,882 ----------- ----------- ----------- Net Income (Loss) Before Taxes (854) (601) (53,989) Current Year Provision for Income Taxes 0 0 0 ----------- ----------- ----------- Net Income (Loss) $ (854) $ (601) $ (53,989) ----------- ----------- ----------- Income Per Share $ (0.01) $ (0.01) $ (0.01) ----------- ----------- ----------- Weighted Average Number of Shares Outstanding 11,258,091 3,860,869 4,351,012 ----------- ----------- -----------
See accompanying notes 3 RESCON TECHNOLOGY CORPORATION Condensed Statements of Cash Flows (Unaudited)
For the For the For the Three Three Development Months Months Stage Ended Ended Through November November November 30, 2002 30, 2001 30, 2002 ----------- ----------- ----------- Cash Flows Used for Operating Activities: Net Income (Loss) $ (854) $ (601) $ (53,989) Adjustments to reconcile net loss to net cash used for operating activities: Income from investment in GIT (26,266) 0 (17,882) 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 26,200 0 26,200 Expenses paid by shareholders 0 601 5,345 ----------- ----------- ----------- Net Cash from operating Activities 0 0 0 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
See accompanying notes 4 RESCON TECHNOLOGY CORPORATION Notes to Condensed Financial Statements November 30, 2002 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. The Company currently owns 20% of the issued and outstanding common shares of GIT Securities Corporation, an NASD registered broker-dealer. The Company acquired this interest pursuant to an Agreement and Plan of Reorganization it entered into with Radical Technologies, Inc., and GIT on July 12, 2002. Pursuant to the terms and conditions of the Agreement and Plan of Reorganization the Company is to acquire 100% of the issued and outstanding shares of GIT. As an NASD broker-dealer, however, before the remaining 80% interest in GIT can be transferred to the Company, GIT must obtain NASD approval of any change in its beneficial ownership that exceeds 25%. GIT is currently seeking NASD approval. Until such time as the NASD approves the change in beneficial ownership, the 80% interest in GIT shall not be transferred to the Company. Therefore, in accordance with generally accepted accounting principles, the financial statements of GIT are not consolidated with the financial statements of the Company. The Company has not generated any revenue from sales of products and has incurred losses since inception. The Company has accumulated losses from operations, no assets, and a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Until such time as the NASD approves the change in beneficial ownership, the Company will continue to have very limited business operations and will likely continue to accumulate losses. Upon NASD approval of the change in beneficial ownership, the remaining 80% interest in GIT shall transfer to the Company and GIT will become a wholly owned subsidiary of the Company. When this occurs, the principal operations of the Company will become those of GIT. Currently, revenue from the operations of GIT are sufficient to meet the working capital needs of GIT without additional capital investments. Upon transfer of the remaining 80% interest in GIT to the Company, the Company anticipates the revenues of GIT will be sufficient to meet the capital needs of GIT and the Company. 5 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. (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 1. Legal Proceedings None. 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 November 30, 2002. The Company issued no securities during the quarter ended November 30, 2002. Item 3. Defaults upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders during the quarter ended November 30, 2002. 6 Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (A) Reports on Form 8-K On September 25, 2002, the Company filed an amendment to the Current Report on Form 8-K filed on July 23, 2002. This amended Current Report provided additional disclosure regarding the business of GIT and the financial statements and pro forma information required under the Rules and Regulations adopted by the Securities and Exchange Commission. (B) Exhibits. The following exhibits are included as part of this report: Exhibit 99.1 Certification Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. 7 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, a Nevada corporation Dated: January 13, 2003 By:_______________________________ Christian Nigohossian, CEO 8 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: January 13, 2003 By: /S/ Christian Nigohossian -------------------------------------- Christian Nigohossian Chief Executive Officer and Chief Financial Officer 9 EX-99 3 rtcx99.txt EXHIBIT 99.01 CERTIFICATION EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of ResCon Technology Corporation on Form 10-QSB for the quarter ended November 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Christian Nigohossian, Chief Executive Officer and Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to ss. 906 of the Sarbanes- Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: January 13, 2003 By: /S/ Christian Nigohossian ------------------------------------ Christian Nigohossian Chief Executive Officer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----