UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to___________
Commission file number 0-5186
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OCG TECHNOLOGY, INC.
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(Exact name of small business issuer as specified in its charter)
DELAWARE 13-2643655
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
56 Harrison Street, New Rochelle, New York 10801
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(Address of principal executive offices)
(914) 576-8457
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(Issuer's telephone number)
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(Former name, address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 issuer's classes of common
equity, as of the latest practicable date:
Class Shares Outstanding at November 6, 2000
----------------------------- --------------------------------------
Common Stock ($.01 par value) 32,731,113 Shares
<PAGE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
INDEX
PART I. - FINANCIAL INFORMATION PAGE NUMBER
Consolidated Condensed Balance Sheets
September 30, 2000 and June 30, 2000 1
Consolidated Condensed Statements of Loss for the
Three Months Ended September 30, 2000 and 1999 2
Consolidated Condensed Statements of Cash Flow for
the Three Months Ended September 30, 2000 and 1999 3
Notes to Consolidated Condensed Financial Statements 4
Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 7
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<TABLE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<CAPTION>
September 30, 2000 June 30, 2000
(UNAUDITED) (AUDITED)
ASSETS
<S> <C> <C>
Current Assets:
Cash $ 50,132 $ 37,829
Accounts receivable 9,819 7,025
Receivable, Sale of business 0 39,908
Other current assets 21,782 45,304
------------ ------------
Total current assets 81,733 130,066
Property and equipment, net of accumulated
depreciation of:
($554,533) ($542,190) 65,669 77,656
Capitalized software costs, net of
accumulated amortization
($32,792) ($26,000) 217,046 229,838
Other assets 4,972 4,972
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Total assets $ 369,420 $ 442,532
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses 31,677 46,605
Notes Payable 85,000 50,000
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Total current liabilities 116,677 96,605
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Shareholders' equity: (Note 4)
Preferred stock $.10 par value, Series E 10,000 10,000
Common stock $.01 par value 327,311 321,755
Additional paid-in capital 24,466,642 24,391,201
Accumulated (24,132,710) (23,958,529)
Stock subscriptions receivable (356,000) (356,000)
------------ ------------
315,243 408,427
Less: treasury stock, at cost (12,500 shares) (62,500) (62,500)
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Total shareholders' equity 252,743 345,927
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Total liabilities and shareholders' equity $ 369,420 $ 442,532
============ ============
See accompanying notes to consolidated condensed financial statements
</TABLE>
-1-
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<TABLE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Three Months Ended September 30,
2000 1999
<S> <C> <C>
Revenue:
Sales $ 24,909 $ 4,500
----------- -----------
Costs and expenses:
Marketing, general and administrative 43,513 129,610
Depreciation and amortization 25,135 14,625
Product development costs 130,922 139,784
Interest - net (476) (531)
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Total costs and expenses 199,094 283,488
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Loss from continuing operations (174,185) (278,988)
Profit (loss) from discontinued operations 0 16,707
Income from sale of business 0 356,972
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Net profit (loss) $ (174,185) $ 94,691
=========== ===========
Weighted average number of shares
outstanding during the period 32,320,485 30,718,514
=========== ===========
Loss per Common Share $(0.01) $(0.01)
=========== ===========
See accompanying notes to consolidated condensed financial statements
</TABLE>
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<TABLE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Three Months Ended September 30,
2000 1999
<S>
Cash flows from operating activities: <C> <C>
Net income (loss) $(174,185) $ 94,691
--------- ---------
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 25,135 14,625
Issuance of stock and warrants for services 6,000 6,000
Amortization of Black Scholes valuation 0 51,018
Changes in assets and liabilities
(Increase) decrease in receivables (2,794) (400,512)
Decrease in receivables (sale of business) 39,908 0
(Increase) decrease in other current assets 23,522 (1,700)
(Increase) decrease in property & equipment (355) (3,536)
(Increase) decrease in accounts payable and
accrued expenses (14,928) 26,229
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Total adjustments 76,488 (307,876)
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Net cash used in operating activities (97,697) (213,185)
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Cash flows from investing activities:
Net deposit from sale of business 0 296,667
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Net cash provided by investing activities 0 296,667
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Cash flows from financing activities:
Increase in notes payable 35,000 0
Proceeds from sale of common stock 75,000 45,000
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Net cash provided by financing activities 110,000 45,000
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Net increase (decrease) in cash 12,303 128,482
Cash, beginning of period 37,829 103,408
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Cash, end of period $ 50,132 $ 231,890
========= =========
See accompanying notes to consolidated condensed financial statements
</TABLE>
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OCG TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. In the opinion of the Company, (which, together with its subsidiaries, unless
the context otherwise requires, is referred to as "OCGT"), the accompanying
unaudited consolidated condensed financial statements contain all adjustments
(consisting of only normal recurring adjustments) necessary to present fairly
the financial position as of September 30, 2000 and the results of operations
for the three months ended September 30, 2000 and 1999 and the statements of
cash flows for the three months ended September 30, 2000 and 1999. The June
30, 2000 balance sheet has been derived from the Company's audited financial
statements.
The results of operations for the three months ended September 30, 2000 are
not necessarily indicative of the results to be expected for the full year.
While the Company believes that the disclosures presented are adequate to make
the information not misleading,it is suggested that these condensed financial
statements be read in conjunction with the financial statements and the notes
thereto included in the Company's latest annual report on Form 10-KSB.
The accompanying consolidated financial statements have been prepared on a
going concern basis which contemplates continuity of operations and realization
of assets and liquidation of liabilities in the ordinary course of business.
Because of significant operating losses, the Company's ability to continue as a
going concern is dependent upon its ability to obtain sufficient additional
financing and, ultimately, upon future profitable operations. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue in
existence.
2. Earnings per share is computed using the weighted average number of shares
outstanding during the periods. The effect of warrants outstanding would be
anti-dilutive.
3. Other assets decreased due primarily to the amortization of the value
previously assigned under a Black Scholes calculation to warrants issued for
marketing and corporate services to be rendered and rent and other services.
This value continues to be amortized over the life of the services rendered.
4. Capital Changes:
During the three months ended September 30, 2000, for services rendered in
accord with the terms of a consulting agreement, warrants were issued to
purchase a total of 15,000 shares of the Company's common stock at exercise
prices ranging between $0.15 to $0.25 per share with exercise dates of said
warrants expiring between July 1 to September 1, 2003. The Company reflected a
total expense of $6,000 for the three month period ending September 30, 2000.
During the three months ended September 30, 2000, 555,556 shares of the
Company's common stock were sold for $75,000 ($0.135 per share).
-4-
<PAGE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
A SUMMARY OF INCREASES (DECREASES) IN THE ITEMS INCLUDED IN
THE CONSOLIDATED STATEMENTS OF LOSS IS SHOWN BELOW:
General
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The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and Notes thereto appearing elsewhere herein.
The following discussion contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 and OCGT intends that such forward-looking
statements be subject to the safe harbors created thereby. These forward-looking
statements include predictions, estimates and other statements that involve a
number of risks and uncertainties. While this outlook represents OCGT's current
judgment on the future direction of the business, such risks and uncertainties
could cause actual results to differ materially from any future performance
suggested herein.
OCGT has experienced recurring losses from operations and has relied on the sale
of equity interests in OCGT to fund its operations. If necessary, OCGT intends
to provide additional working capital through the sale of equity interests in
OCGT. Although, in the past, OCGT has been able to provide working capital
through the sale of equity interests in OCGT, there can be no assurances that
OCGT will succeed in its efforts, which creates a doubt about its ability to
continue as a going concern. The results of operations for prior periods is
based on OCGT's continuing operations.
Results of Operations
---------------------
Total revenues increased $20,409 for the three months ended September 30, 2000
as compared to the same period for 1999 primarily as a result of the start of
Internet products. The sales of OCG Technology, Inc. ("OCGT"), and Prime Care
Systems, Inc ("PSI"), a subsidiary of OCGT, were $3,040 and $21,961
respectively, for the three months ended September 30, 2000.
Marketing, general and administrative expenses decreased $86,097 for the three
months ended September 30, 2000 as compared to the same period for 1999
primarily as a result of the reduction in amortization as a result of the
completion of the write off of the capitalized costs.
Liquidity and Capital Resources
-------------------------------
At September 30, 2000, OCGT had a current ratio of .7 to 1 compared to 4.61 to
1 as of September 30,1999. The net loss from operations for the three months
ended September 30, 2000, was $174,185 of which loss non-cash charges of
$51,057 accounted for 29% of the total loss from operations. OCGT has
experienced recurring losses from operations and has been unable to provide
sufficient working capital from operations and has relied on the sale of equity
interests in OCGT, and the exercise of warrants and loans from shareholders to
fund its operations. OCGT's auditors have included an explanatory paragraph
regarding the ability of OCGT to continue as a "going concern".
Cash on hand and accounts receivable were $59,951 at September 30, 2000. OCGT
also has $356,000 of demand notes due related to their exercise of warrants. In
the past, OCGT's principal means of overcoming its cash shortfalls from
operations was from the sale of OCGT's common stock. During the three months
ended September 30, 1999, 555,556 shares of the Company's common stock were
sold for $75,000 ($0.135 per share). Although, in the past, OCGT has been able
to provide working capital through the sale of equity interests in OCGT and
through the exercise of warrants, there can be no assurances that OCGT will
succeed in its efforts.
Disposition of Assets.
---------------------- On August 2, 1999, pursuant to the terms of an Asset
Purchase Agreement, Mooney-Edwards Enterprises, Inc.("MIS"), a wholly owned
subsidiary of OCGT, sold substantially all of the assets, as of July 28, 1999,
to Medical Manager Southeast, Inc.("MM") and MM assumed substantially all of the
liabilities related to operations as of July 28, 1999 for a purchase price equal
to four-hundred-two thousand eight-hundred-six dollars and 00/100 ($402,806).
PrimeCare Systems, Inc.(" PSI"), a Delaware corporation, was acquired by OCGT as
of May 16, 1994. PSI owns all right, title and interest in the PrimeCare(TM)
System, which is protected by copyrights. (Hereafter "OCGT" shall mean OCGT
and/or PSI as the context requires). The PrimeCare(TM) System is a
patient-physician-staff interactive, computer program that brings efficiencies
to the patient/physician encounter while improving the standard of care and
reducing costs. Patients interact directly with the PrimeCare(TM) System,
during what is usually waiting time. A detailed patient history is obtained
without taking any of the physician's time. Patients are seated at a computer
and answer complaint-specific questions by using just the number keys to
indicate answers that apply to them; no typing or computer skills are required.
The software also has bilingual capabilities, allowing Spanish-speaking patients
to interact in their preferred language. When the patient questionnaire is
completed, the PrimeCare(TM) System creates a preliminary report for the
physician to review before examining the patient. The preliminary report
contains the patient's current problems, medications and allergies, all positive
and significant negative subjective responses, vital signs and a list of the
diagnostic considerations triggered by the patient's responses. By freeing up
the time physicians would normally have to spend asking patient history
questions and recording responses, the PrimeCare(TM) System permits physicians
to see more patients in less time. The PrimeCare(TM) System is also easy for the
physician to understand and use . The same simple key stroke process lets the
physician document: his physical findings, his assessment, the treatment plan,
the prescribed medications and select patient education materials. At the
conclusion of the encounter a final report of the visit , patient educational
materials, and prescriptions are printed for the patient.
The principal markets for the PrimeCare(TM) System are ambulatory/outpatient
medical facilities, such as, primary care physicians, medical clinics and staff
health maintenance organizations.
The PrimeCare(TM) System: standardizes the patient record; assures consistency
in patient care; creates a patient database for clinical and outcomes research;
offers, both local and remote, means for utilization review and quality
assurance audits; improves the quality of care; increases efficiency and
productivity of the physician's practice; automatically generates a problem
list; incorporates patient care algorithms and clinical practice guidelines;
permits, both local and remote, on-line electronic retrieval of patient record
and hard copy print out with appropriate security controls; enables rapid
access to important patient data for clinical care; contains and provides
patient education, complaint oriented and medication specific; provides
physician reference materials.
The PrimeCare(TM) System requires continual: (1) updates of medical content; (2)
additions and enhancements to expand the scope of the system; and (3)
incorporation of advances in both hardware and software technology to maintain a
"state of the art" system. The PrimeCare(TM) System utilizes Windows 95/98/NT
operating systems and can use either Microsoft's SQL Server or Interbase as a
database. It also contains an interface which enables the PrimeCare(TM)
System to communicate with other systems used in medical facilities. This
provides a method for these systems to transfer information to the PrimeCare(TM)
System, such as patient demographics and appointment scheduling. OCGT has also
developed an interface to enable the PrimeCare(TM) System to transfer
information (such as billing information including E&M codes, ICD9 codes and
CPT codes) to these other systems. OCGT has ceased supporting its DOS version
of the PrimeCare(TM) System.
OCGT has also completed other enhancements and features to the operation of the
PrimeCare(TM) System which include: (1) The addition of voice command
recognition capability to enable physicians to use voice commands instead of
keystrokes or mouse clicks to document normal & abnormal physical findings, the
assessment, select tests, treatment plan, prescriptions, drug interaction
checks, patient education materials to be dispensed and schedule follow- up
visits. (2) As an additional option, a touch screen may be used by the
patient and physician instead of the key board, mouse or voice command
recognition. All keystrokes, mouse clicks or voice commands are duplicated by
the touch screen hardware and software.
The PrimeCare(TM) System is marketed primarily through the following business
models: (a) recruitment of value added resellers ("VARs") and authorized
dealers; (b) direct sales to large at-risk healthcare entities; and (c)
private labeling opportunities. The type of distributors sought by OCGT are
those who currently sell, install and service medical office and billing systems
to medical facilities. In addition, exhibiting the PrimeCare(TM) System and
CodeComplier(TM) at selected health care industry conventions is a component
of the marketing and sales program. VARs, who sell, install, and service,
billing systems to medical facilities, have agreed to market the PrimeCare(TM)
System. However, no assurances can be given that OCGT's marketing plan will
succeed.
OCGT markets the PrimeCare(TM) System as a service, on a pay for use basis,
with a maximum charge of $2.00 per patient visit. This charge per patient visit
has been increased from $1.50. This marketing method eliminates a significant
financial commitment to purchase the software, plus monthly maintenance charges
for updates, and ties the cost directly to use. Physician users have stated
that the financial benefits derived by the physician from use of the
PrimeCare(TM) System exceeds the $2.00 cost per patient visit. According to
the American Medical Association, there are over 650,000 physicians in the U.S.
creating a very large potential market for the System. OCGT estimates that as
many as 250,000 of these physicians could use the PrimeCare(TM) System
routinely.
OCGT has not identified any competitive patient management system which embodies
all the features of the PrimeCare(TM) System. However, other companies market
systems which may have some of the features of the PrimeCare(TM) System and some
companies market medical office products which perform different functions than
those performed by the PrimeCare(TM) System. To date, market penetration by both
PSI and its competitors has been very small.
OCGT has developed CodeComplier(TM) a software program which computes the
Evaluation and Management billing codes ("E&M code") required by the Health
Care Finance Administration and other third party payors. Designed to be used
in conjunction with the PrimeCare(TM) System, CodeComplier(TM) takes the guess
work out of E&M compliance. As each item of information is entered into and
collected by the PrimeCare(TM) System during the patient encounter, the
CodeComplier(TM) organizes the data in the proper classification and using the
most current HCFA guidelines, automatically calculates the applicable E&M
code with a detailed audit trail and report. Since the CodeComplier(TM)
automatically calculates the applicable E&M code from data collected by the
PrimeCare(TM) System during the patient encounter, it totally eliminates the
time and effort which would otherwise be required by physician office
personnel to complete this task. The marketing strategy is to offer the
CodeComplier(TM) to medical facilities interested in the PrimeCare(TM)
System. OCGT markets the CodeComplier(TM) as a service, on a pay for use basis,
with a maximum charge of $1.00 per patient visit. This pricing method
conforms to OCGT's philosophy of tying the product's cost directly to its use.
OCGT believes that the saving in labor costs and other financial benefits
derived by the physician from use of the CodeComplier(TM) far exceeds the
$1.00 cost per patient visit. OCGT believes that CodeComplier very marketable
because it eliminates these problems. However, no assurances can be given
that OCGT's marketing plan will succeed.
Revenue Opportunities.
---------------------
OCGT's revenues are primarily derived from marketing the products of its wholly
owned subsidiary, PrimeCare Systems, Inc.(" PSI"), a Delaware corporation.
(Hereafter "OCGT" shall mean OCGT and/or PSI as the context requires). OCGT,
through PSI, has developed, markets, updates and expands the PrimeCare(TM)
Patient Management System (the "PrimeCare(TM) System"), PrimeCareOnTheWeb.com,
YourOwnHealth.com, YourOwnDoctor.com and DeniseAustin.com, all of which are
protected by copyrights. All of PSI's Web products, other than
DeniseAustin.com, are centered on parts of the PrimeCare(TM) System.
OCGT believes that the segment of the healthcare market which is capable of
generating the greatest revenues is through use of its Web sites by outpatient
physicians and their patients. OCGT's Web products provide significant benefits
to physicians, most of which are described above. In addition, industry sources
state that on average, a primary care physician sees between 25 and 30 patients
per day and practices on average 20 days per month. Assuming 25 patient visits
per day, a primary care physician, practicing 20 days per month, conducts
between 500 patient visits per month. Thus, the estimated potential annual
use of PrimeCareOnTheWeb(TM) per physician is 6,000 patient visits. This
creates a potentially very large market for our products. We developed
PrimeCareOnTheWeb(TM) to reach this market. Rather than charge the physician
for the product, we provide the service without charge. We rely on the sale of
advertising space to pharmaceutical companies and other health care related
companies to generate revenues. Each page has been designed with space for
seven advertisements or impressions. Assuming impressions are sold at the rate
of $20 per thousand or $0.02 per impression, since Questionnaires average 25
pages, revenue per questionnaire would be $3.50 (14 cents x 25). Assuming that
advertising revenues per completed Questionnaire average $3.50, it is estimated
that each 1,000 medical providers that routinely use PrimeCareOnTheWeb(TM) on
75% of their patients could result in annual advertising revenues in excess of
$15,000,000 (4,500 patients x $3.50 x 1,000). To reach the physician, we are
targeting and will enter into revenue share agreements with physician groups,
clinics, hospitals and other medical services organizations (collectively,
Provider Organizations") who agree to market OCGT's products to their
physicians.
OCGT's first arrangement of this type was with AAPP, a not for profit
organization of physicians and patients that has two Web sites - SimpleCare.com
and AAPP.net. An additional agreement has been entered into with AAPP, which
provided for OCGT to design and maintain a system on AAPP's sites to register
new Members and for annual Membership renewals. The system has been completed
and is operational. OCGT is compensated on a per member registered basis.
A more recent agreement was entered into with Hackensack University Medical
Center ("HUMC"), an affiliate of the University of Medicine and Dentistry of New
Jersey/New Jersey Medical School and member of the University Health System of
New Jersey. The agreement provides for OCGT to link three of it's Web sites,
PrimeCareOnTheWeb.com, YourOwnDoctor.com, and YourOwnHealth.com, into the
Medical Center's Web sites for use by the Medical Center's network of
physicians and their patients. This agreement makes PSI's healthcare software
readily available, via the Internet, to the Medical Center's more than 1,000
healthcare providers and their patients through the integration of
YourOwnDoctor.com into the Medical Center's Web site for physicians, which
gives the physicians access to both PrimeCareOnTheWeb.com and YourOwnHealth.com.
PSI's interactive Questionnaires and Reports give the physician a comprehensive
history of a patient's medical problem accompanied by a list of diagnostic
possibilities. The record is created without dictation and transcription costs.
This saves the physician considerable time and expense. HUMC believes their
physicians will recognize the healthcare benefits and cost efficiencies that
PrimeCareOnTheWeb.com and YourOwnHealth.com bring to the physician/patient
relationship. The Medical Center will schedule training seminars for physicians
and their staffs which will be conducted by PSI's personnel.
OCGT is currently in negotiations with other Provider Organizations, all of whom
provide an Intranet for their physicians.
An article published by the Wharton School of the University of Pennsylvania
titled On the Net, RX-rated beats X-rated stated "Pharmaceutical companies
----------------------------------
currently spend $2 billion in direct-to-consumer advertising. Johnson &
Johnson has said it will move 40 percent of its ad budget to the Internet. If
everyone moves 40 percent to the Internet, that's almost $1 billion. This could
allow many of these online health care content sites to continue offering free
information to consumers."
OCGT offers pharmaceutical companies focused advertising. For example, on
Questionnaires dealing with pain, OCGT can display advertisements for
painkillers, anti-inflammatory products, arthritis products, etc. The advertiser
is now reaching potential product users. Additionally, OCGT's Questionnaires
average 25 pages and take from ten to
twenty-five minutes to complete. This provides the pharmaceutical companies with
excellent recognition and exposure.
OCGT believes that marketing the PSI Web sites to physicians will provide the
greatest revenue opportunities for
OCGT. However there are no assurances as to the level of usage that will be
attained.
OCGT will also continue to stimulate usage of OCGT's Web Sites through programs
that were previously initiated.
OCGT has entered into agreements with other businesses that desire to use OCGT's
content on their Web Sites. There
are several different types of arrangements that OCGT has entered into.
Business to Business Internet Services Agreements - Under this type of
agreement, OCGT grants a license to a business (the "User") to link to one
or more of OCCT's Web Sites. The User markets OCGT's Web Sites to its
visitors and shares in advertising revenues earned by OCGT from use of the
Sites by the User's visitors.
Business to Business License Agreements - PSI has developed a dynamically
generated Interactive Medical Interview System ("IMIS"). The new IMIS
technology allows OCGT to license access to the core interview engine of PSI's
PrimeCare(TM) System in a tailored, customized environment that shares the look
and feel of the Licensee's Web application. This licensed product is configured
to enable the Licensee to include any or all of PrimeCare's unique
medical Questionnaires and Reports, as content on their Web Site without any of
OCGT's third party advertisements. This gives the Licensee access to the core
interview engine of PrimeCare's unique interactive medical interviews for use
within their own system. OCGT retains complete control of the content and the
responsibility of maintaining the interview delivery system on a server
located at OCGT's facility. The Licensee pays OCGT a setup fee plus an annual
license fee.
Advertising Revenue Sharing Agreements - Strategic alliances have been created
to increase the "unique visits" to YourOwnHealth.com to generate increased
advertising revenues. Under these arrangements a portal or search engine links
to YourOwnHealth.com to provide their visitors with PrimeCare's interactive
medical Questionnaires.
Regional Sponsorships - A regional sponsor is generally a hospital that links to
YourOwnHealth.com. When a visitor logs on to YourOwnHealth.com from a zip code
allocated to a Sponsor Hospital, each page displays the logo and name of the
Hospital as the Sponsor. This type of arrangement affords two possible revenue
sources. The link from the Sponsor's Web Site generates visitors to
YourOwnHealth.com. Additionally, revenues can be generated through Sponsor
fees. However, since we are now offering a share of the advertising revenues
to hospitals for marketing the OCGT Web sites to their physicians, hospitals
may opt to go this route.
OCGT is continuing discussions with other healthcare Web Sites to arrange
linking and cross linking agreements all of which should increase visits to the
OCGT Sites and generate advertising revenues.
In addition, OCGT continues to market the PrimeCare Patient Management System
and the CodeComplier as turnkey systems within a physician's office.
OCGT believes that it could provide sufficient working capital from operations
through marketing its Internet products, the Window 95/98/NT version of the
PrimeCare(TM) System and CodeComplier(TM).
Currently, OCGT has no lines of credit and has no material commitments for
capital expenditures outstanding.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27. - Financial Data Schedule
(b) Reports on Form 8-K
A Report on Form 8-K, Item 4, was filed on July 25, 2000, regarding a letter
received from Dalessio, Millner & Leben, LLP, OCGT's independent accountants,
advising OCGT that they would not be available to audit the books and records of
OCGT for the fiscal year end June 30, 2000.
A Report on Form 8-K, Item 4, was filed on September 22, 2000 regarding the
engagement of Arthur Yorkes & Company as OCGT's new independent accountants as
of September 21, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
OCG TECHNOLOGY, INC.
BY /s/Edward C. Levine
---------------------
EDWARD C. LEVINE,
PRESIDENT
(PRINCIPAL FINANCIAL OFFICER)
DATED: November 14, 2000
