-----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, KNiGJ0AVAKGiHkpZCHy788JCZt1fbfwa92tEGPr0wJFuozVRdnFJVVxakuCmN5j8 ppi2Heh4oy1Gvgj2fUf/Og== 0001140377-04-000030.txt : 20040211 0001140377-04-000030.hdr.sgml : 20040211 20040211161010 ACCESSION NUMBER: 0001140377-04-000030 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031130 FILED AS OF DATE: 20040211 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: 04586473 BUSINESS ADDRESS: STREET 1: 5525 SOUTH 900 EAST SUITE 110 CITY: SALT LAKE CITY STATE: UT ZIP: 84117 BUSINESS PHONE: 8012628844 10QSB 1 rctc1103q.txt 10QSB AT NOVEMBER 30, 2003 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, 2003 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.) 1500 Market Street, 12th Floor, East Tower, Philadelphia, Pennsylvania 19102 --------------------------------------------- (Address of principal executive offices) (215) 246-3456 ------------------ (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; 22,341,091 shares outstanding as of February 9, 2004 PART I - FINANCIAL INFORMATION Item 1. Financial Statements RESCON TECHNOLOGY CORPORATION Condensed Financial Statements November 30, 2003 RESCON TECHNOLOGY CORPORATION Condensed Balance Sheet (Unaudited)
ASSETS -------- November 30, 2003 -------------- Current Assets Cash $ 50,852 Prepaid professional fees 42,666 -------------- Total Current Assets 93,518 Fixed Assets (Net) 58,687 Prepaid Equipment Lease 40,000 Software & Technology License Agreement 403,280 Investment Speed of Thought 286,720 Other Receivable 6,000 -------------- Total Non-Current Assets 794,687 Total Assets $ 888,205 -------------- LIABILITIES AND STOCKHOLDERS' DEFICIT ------------------------------------- Liabilities Accounts payable $ 41,403 Payable to shareholders 226,451 -------------- Total Current Liabilities 267,854 -------------- Total Liabilities 267,854 Minority Interest (653) Stockholders' Deficit Common stock 2,124 Additional paid in capital 6,173,637 Accumulated deficit prior to development stage (4,467,609) Accumulated deficit during the development stage (1,087,147) -------------- Total Stockholders' Deficit 621,005 -------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 888,205 --------------
See accompanying notes 3 RESCON TECHNOLOGY CORPORATION Condensed Statements of Operations (Unaudited)
For the Development For the Three For the Three Stage Months Ended Months Ended Through November 30, November 30, November 30, 2003 2002 2003 -------------- -------------- -------------- Revenues $ 0 $ 0 $ 0 General & Administrative Expenses 379,108 85,386 1,794,229 -------------- -------------- -------------- Operating Income (Loss) (379,108) (85,386) (1,794,229) Other Income and Expense Income from forgiveness of debt 0 0 755,145 Income (Loss) on investment in GIT 0 26,266 (48,063) -------------- -------------- -------------- Net Income (Loss) Before Taxes (379,108) (59,120) (1,087,147) Current Year Provision for Income Taxes 0 0 0 -------------- -------------- -------------- Net Income (Loss) $ (379,108) $ (59,120) $ (1,087,147) -------------- -------------- -------------- Income Per Share $ (0.02) $ (0.02) $ (0.22) Weighted Average Number of Shares Outstanding 20,053,728 3,860,869 5,001,069
See accompanying notes 4 RESCON TECHNOLOGY CORPORATION Condensed Statements of Cash Flows (Unaudited)
For the Development For the Three For the Three Stage Months Ended Months Ended Through November 30, November 30, November 30, 2003 2002 2003 -------------- -------------- -------------- Cash Flows from Operating Activities: Net Income (Loss) $ (379,108) $ (854) $ (1,087,147) Adjustments to reconcile net loss to net cash used for operating activities: Depreciation and amortization 21,808 0 43,616 Income from investment in GIT 0 (26,266) 48,063 Increase in investments (6,000) (6,000) Income from forgiveness of debt 0 0 (755,145) Issued common stock for service or expenses 275,000 0 810,881 Decrease in accounts payable 3,457 920 41,402 Decrease in prepaid expenses 6,667 26,200 6,667 Change in minority interest (97) (653) Expenses paid by shareholders 0 0 5,345 -------------- -------------- -------------- Net Cash from operating Activities (78,273) 0 (892,971) Cash Flows from Financing Activities: Loan proceeds 129,125 0 943,823 Additional paid in capital 0 0 -------------- -------------- -------------- Net Increase/(Decrease) in Cash 129,125 0 943,823 Beginning Cash Balance 0 0 0 -------------- -------------- -------------- Ending Cash Balance 50,852 0 50,852 -------------- -------------- -------------- 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
See accompanying notes 5 RESCON TECHNOLOGY CORPORATION Notes to Condensed Financial Statements November 30, 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. 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, 2003. 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. During the quarter ended November 30, 2003, the Company generated a net loss of $379,108, an increase in net loss of $319,988 over the three- month period ended November 30, 2002. During the three-months ended November 30, 2003, general and administrative expenses increased by $293,740 over the prior year to $379,108. Total assets of the Company increased to $888,205 at November 30, 2003 compared to $129,512 at November 30, 2002. These significant increases in net loss, general and administrative expenses and total assets are the result of a number of factors, including a significant increase in operating expenses incurred by the Company in investigating and identifying businesses and technologies to acquire, and the development of those technologies. The Company has an accumulated deficit since reactivation of $1,087,244. At November 30, 2003, the Company had cash on hand of $50,852. 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 2004, 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 The Company is still seeking the funding to allow it to pursue the 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. Campus continues to seek funding 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. The Company 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. Unless the Company discovers a business opportunity that will allow it to begin realizing revenue in the immediate future, the Company intends to allocate the first funds it raises to Campus for the marketing of its digital yearbook product. Thereafter, the Company will allocate funds to the marketing and sale of its trading platform. Once sufficient funding for those projects has been raised, the Company will allocate remaining funds to the final development and marketing of the Reading & Writing Plus educational product and to the investigation of other business opportunities. 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. 7 (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 November 30, 2003. During the quarter ended November 30, 2003 and subsequent thereto, the Company issued the following securities, which were not registered under the Securities Act of 1933. In September 2003, the Company issued 400,000 restricted common shares to Dailyfinancial.com, Inc., to undertake a marketing campaign to build awareness of the Company and its products and to design, develop and build a website for 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, 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. On January 27, 2004, the Company issued 1,100,000 restricted common shares in satisfaction of loans in the amount of $55,000 made by several 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. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) Reports on Form 8-K None. (B) Exhibits. The following exhibits are included as part of this report: Exhibit 31.1 Certification of Principal Executive Officer Exhibit 31.2 Certification of Principal Financial Officer Exhibit 32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 8 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: February 11, 2004 By: /S/ Christian Nigohossian ---------------------------------- Christian Nigohossian, CEO 9 EX-31 3 rctcx31_1.txt EXHIBIT 31.1 EXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE 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) The Company's other certifying officer and I are 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 us 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 our evaluation as of the Evaluation Date; (5) The Company's other certifying officer and I have disclosed, based on our 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) The Company's other certifying officer and 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 our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 10, 2004 By:/S/ Christian Nogohossian ------------------------------------- Christian Nigohossian, Principal Executive Officer EX-31 4 rctcx31_2.txt EXHIBIT 31.2 EXHIBIT 31.2 CERTIFICATION OF 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-KSB 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) The Company's other certifying officer and I are 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 us 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 our evaluation as of the Evaluation Date; (5) The Company's other certifying officer and I have disclosed, based on our 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) The Company's other certifying officer and 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 our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 10, 2004 By:/S/ Christian Nigohossian --------------------------------- Christian Nigossian, Principal Financial Officer EX-32 5 rctcx32.txt EXHIBIT 32 EXHIBIT 32.1 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, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Christian Nigohossian, the Principal Executive Officer and the Principal 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: February 11, 2004 /S/ Christian Nigohossian ---------------------------------- Christian Nigohossian, Principal Executive Officer and Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----