-----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, BlFrwLzaxXHVgMoJB+N8pOxSD6NeTg0869aIW+GQeHSx/wGgRsVuwuXPBt6TaTYe AhGV9mBm4CPYFEl3M2vtpg== 0001140377-04-000151.txt : 20040517 0001140377-04-000151.hdr.sgml : 20040517 20040517172033 ACCESSION NUMBER: 0001140377-04-000151 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040229 FILED AS OF DATE: 20040517 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: 04813667 BUSINESS ADDRESS: STREET 1: 5525 SOUTH 900 EAST SUITE 110 CITY: SALT LAKE CITY STATE: UT ZIP: 84117 BUSINESS PHONE: 8012628844 10QSB 1 rescon0204q.txt 10QSB FOR FEBRUARY 29, 2004 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 February 29, 2004 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; 24,591,091 shares outstanding as of May 12, 2004 PART I - FINANCIAL INFORMATION Item 1. Financial Statements RESCON TECHNOLOGY CORPORATION Condensed Financial Statements February 29, 2004 RESCON TECHNOLOGY CORPORATION Condensed Balance Sheet (Unaudited)
ASSETS ------- February 29, 2004 ----------------- Current Assets Cash $ 16,260 Prepaid professional fees 42,666 ------------ Total Current Assets 58,926 Fixed Assets (Net) 36,878 Prepaid Equipment Lease 33,334 Software & Technology License Agreement 403,280 Investment Speed of Thought 286,720 Other receivable 6,000 ------------ Total Non-Current Assets 766,212 ------------ Total Assets $ 825,138 ============ LIABILITIES AND STOCKHOLDERS' DEFICIT -------------------------------------- Accounts payable $ 35,403 Payable to shareholders 183,015 ------------ Total Current Liabilities 218,418 ------------ Total Liabilities 218,418 Minority Interest (750) Stockholders' Equity Common stock 2,459 Additional paid in capital 6,340,802 Accumulated deficit prior to development stage (4,467,609) Accumulated deficit during the development stage (1,268,182) ------------ Total Stockholders' Equity 607,470 ------------ TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 825,138 ============
See accompanying notes RESCON TECHNOLOGY CORPORATION Condensed Statements of Operations (Unaudited)
For the Three For the Three Months Ended Months Ended February 29, 2004 February 28, 2003 ----------------- ----------------- Revenues $ 0 $ 0 General & Administrative Expenses 181,035 117,957 ------------ ------------ Operating Income (Loss) (181,035) (117,957) Other Income and Expense Income (Loss) on investment in GIT 0 3,493 ------------ ------------ Net Income (Loss) Before Taxes (181,035) (110,971) Current Year Provision for Income Taxes 0 0 ------------ ------------ Net Income (Loss) $ (181,035) $ (110,971) ============ ============ Income Per Share $ (0.01) $ (0.01) ============ ============ Weighted Average Number of Shares Outstanding 22,109,772 11,258,091 ============ ============
See accompanying notes RESCON TECHNOLOGY CORPORATION Condensed Statements of Operations (Unaudited)
For the Development For the Six For the Six Stage Months Ended Months Ended Through February 29, February 28, February 29, 2004 2003 2004 ------------ ------------ ------------ Revenues $ 0 $ 0 $ 0 ------------ ------------ ------------ General & Administrative Expenses 560,143 203,344 1,975,264 ------------ ------------ ------------ Operating Income (Loss) (560,143) (203,344) (1,975,264) Other Income and Expense Income from forgiveness of debt 0 0 755,145 Income (Loss) on investment in GIT 0 29,759 (48,063) ------------ ------------ ------------ Net Income (Loss) Before Taxes (560,143) (173,585) (1,268,182) ------------ ------------ ------------ Current Year Provision for Income Taxes 0 0 0 Net Income (Loss) $ (560,143) $ (173,585) $(1,268,182) ============ ============ ============ Income Per Share $ (0.03) $ (0.02) $ (0.22) ============ ============ ============ Weighted Average Number of Shares Outstanding 21,081,750 11,258,091 5,874,746 ============ ============ ============
See accompanying notes RESCON TECHNOLOGY CORPORATION Condensed Statements of Cash Flows (Unaudited)
For the Development For the Six For the Six Stage Months Ended Months Ended Through February 29, February 28, February 29, 2004 2003 2004 ------------ ------------ ------------ Cash Flows from Operating Activities: Net Income (Loss) $ (560,143) $ (173,585) $(1,268,182) Adjustments to reconcile net loss to net cash used for operating activities: Depreciation and amortization 43,617 0 65,426 Income from investment in GIT 0 (29,759) 48,063 Increase in investments (6,000) 0 (6,000) Income from forgiveness of debt 0 0 (755,145) Issued common stock for service or expenses 0 0 535,881 Decrease in accounts payable (2,542) 920 35,402 Decrease in prepaid expenses 13,333 50,600 13,333 Change in minority interest (194) 0 (750) Expenses paid by shareholders 0 0 5,345 ------------ ------------ ------------ Net Cash from operating Activities (511,929) (151,824) (1,326,627) Cash Flows from Financing Activities: Issued stock for cash 442,500 0 442,500 Loan proceeds 85,689 155,490 900,387 ------------ ------------ ------------ Net Increase/(Decrease) in Cash 16,260 3,666 16,260 ------------ ------------ ------------ Beginning Cash Balance 0 0 0 ------------ ------------ ------------ Ending Cash Balance 16,260 3,666 16,260 ============ ============ ============ 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 RESCON TECHNOLOGY CORPORATION Notes to Condensed Financial Statements February 29, 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. 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 three months and six months ended February 29, 2004, the Company generated net losses of $181,035 and $560,143 respectively. This represents increases in net loss of $70,064 and $386,558 over the corresponding three month and six month periods ending February 28, 2003. During the three months and six months ended February 29, 2004, general and administrative expenses increased by $63,078 and $356,799 over the corresponding periods ended February 28, 2003. Total assets of the Company at February 29, 2004 were $825,138, compared to $112,271 at February 28, 2003. 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 $1,268,182. At February 29, 2004, the Company had cash on hand of $16,260. 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 third 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. The Company continues to seek funding to allow it to pursue certain 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 is still 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. 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 Principal Executive Officer and Principal Financial Officer has conducted an evaluation of the Company's disclosure controls and procedures as of a date (the "Evaluation Date") within 90 days prior to the filing of this quarterly report. Based on his evaluation, the Company's Principal Executive Officer and Principal 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 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 February 29, 2004. During the quarter ended February 29, 2004 and subsequent thereto, the Company issued the following securities, which were not registered under the Securities Act of 1933. 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. On February 10, 2004, the Company issued 2,250,000 restricted common shares in satisfaction of loans in the amount of $112,500 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 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 Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 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: May 13, 2004 By:/S/ Christian Nigohossian ___________________________________ Christian Nigohossian, CEO EX-31 2 rescon31_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 13, 2004 By: /S/ Christian Nigohossian ------------------------------------- Christian Nigohossian, Principal Executive Officer EX-31 3 rescon31_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-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: May 13, 2004 By: /S/ Christian Nigohossian -------------------------------------------- Christian Nigossian, Principal Financial Officer EX-32 4 rescon32_1.txt EXHIBIT 32.1 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 fiscal quarter ended February 29, 2004, 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: May 13, 2004 /S/ Christian Nigohossian ---------------------------------- Christian Nigohossian, Principal Executive Officer and Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----