THIS DOCUMENT IS A COPY OF THE FORM 10-KSB FOR THE FISCAL YEAR ENDED
JUNE 30, 2000 WHICH WAS FILED IN PAPER FORM ON OCTOBER 16, 2000 PURSUANT
TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
[Fee Required]
For the Fiscal Year ended June 30, 2000
---------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[No Fee Required]
For the transition period from to
Commission file number 0-5186
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OCG TECHNOLOGY, INC.
--------------------------------------------
(Name of small business issuer in its charter)
DELAWARE 13-2643655
------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
56 Harrison Street, New Rochelle, New York 10801
------------------------------------------ ---------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (914) 576-8457
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Securities registered pursuant to section 12(b) of the Act: NONE
Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $.01 per share
--------------------------------------
(Title Class)
Check whether the Issuer (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, and (2) had been subject to such filing requirements for the past 90
days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the average of the closing sale price for such stock on
September 11, 2000 was $4,895,870. As of September 11, 2000 the Registrant had
32,731,112 shares of Common Stock outstanding.
The Issuer's revenues for its most recent fiscal year: $79,412
Documents Incorporated by Reference: None
<PAGE>
Part I
Item 1. Description of Business
-----------------------
General.
-------
OCG Technology, Inc. (which, together with its subsidiaries, unless
the context otherwise requires, is referred to as "OCGT"): (i) created,
owns, maintains and markets secure Internet enhanced versions of parts of
the PrimeCare(TM) Patient Management System (the "PrimeCare(TM) System") and the
CodeComplier(TM), on Web sites known as YourOwnDoctor.com,
PrimeCareOnTheWeb.com(TM) and YourOwnHealth.com(TM) ; (ii) markets, updates,
and expands the PrimeCare(TM) System, a product of PrimeCare Systems, Inc.
("PSI"), a wholly owned subsidiary of OCGT; (iii) OCGT markets, updates,
and expands the CodeComplier(TM), software which automatically computes
Medicare's Evaluation & Management ("E&M") codes and was designed to be
used in conjunction with OCGT's PrimeCare(TM) System; (iv) created,
maintains and markets a Web site known as DeniseAustin.com and (v) until
July 28, 1999, the date on which the business was sold (see: Disposition of
Assets), marketed turnkey computer systems and consulting services to
providers of medical services through Mooney-Edwards Enterprises, Inc.
d/b/a Medical Information Systems ("MIS"), a wholly owned subsidiary of
OCGT. OCG Technology, Inc. was incorporated as Data Display Systems, Inc.
on July 3, 1969.
OCGT's principal executive office is located at 56 Harrison Street,
New Rochelle, New York 10801 and its telephone number is (914) 576-8457.
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 gross purchase
price equal to four-hundred-two thousand eight-hundred-six dollars and
00/100 ($402,806).
Product Overview.
-----------------
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. The PrimeCare(TM) System, an in-office PC
based system, is a patient-centered, 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, without the presence of a physician. Thus, a detailed
patient history is obtained without taking any of the physician's time. The
designated staff member selects the appropriate Questionnaire based upon
the patient's chief complaint and/or symptom and enters the patient's vital
signs. The patient is then seated at a computer and answers
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 has
completed the Questionnaire, the PrimeCare(TM) System creates a Preliminary
Report (the "Report") for the physician to review before examining the
patient. The Report contains the patient's current problems, medications
and allergies, all positive and significant negative subjective responses,
vital signs and an alphabetical list of the diagnostic possibilities with
the patient's responses that triggered each diagnostic possibility. 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 and to spend more quality time with them.
The PrimeCare(TM) System is also easy for physicians to understand and use.
The same simple key stroke process lets the physician document the:
physical findings (normal and abnormal), assessment, treatment plan,
prescribed medications and patient education materials distributed. At the
conclusion of the encounter a final report of the visit, patient
educational materials, and prescriptions are printed for the patient.
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 uses the Windows 95/98/NT platforms. PSI's
interfaces enable the PrimeCare(TM) System to communicate with other practice
management 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, and the PrimeCare(TM) System
to transfer information (such as billing information including E&M codes,
ICD9 codes and CPT codes) to these other systems.
The PrimeCare(TM) System has other enhancements and features which include:
(1) voice command recognition capability to enable physicians to use voice
commands instead of keystrokes or mouse clicks to document normal and
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) 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; (3) The PrimeCare(TM) System uses
either Microsoft's SQL Server or Interbase, as a database. This expands
the flexibility of the PrimeCare(TM) System since it enables medical
facilities that are using MS SQL Server database for practice management
systems and other software to add PrimeCare(TM) without purchasing an
additional database. Both databases support distributed processing in local
and wide area networks.
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 is marketed through value added resellers
("VARs"), authorized dealers and direct sales. In addition, the
PrimeCare(TM) System and CodeComplier(TM) have been exhibited at selected health
care industry conventions as a component of the marketing and sales
program. However, no assurances can be given that the marketing plan will
succeed.
The PrimeCare(TM) System is marketed as a service, on a pay for use basis,
with a maximum charge of $2.00 per patient visit. 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 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, in particular the
complaint specific, interactive Questionnaires completed by the patient and
the report generated by the patient's responses. 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 also developed software which computes the E&M code. 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 1997 HCFA guidelines, automatically calculates the applicable
E&M code. It totally eliminates the time and effort which would otherwise
be required by physician office personnel to complete this task. However,
no assurances can be given that OCGT's marketing plan will succeed.
PrimeCare(TM) Web Sites and activities
--------------------------------------
In response to the opportunities created by the development and growing
consumer acceptance of secure Internet communications, PSI now makes
enhanced and targeted components of its PrimeCare(TM) System available to
physicians and health-conscious consumers via the Web (e.g.
www.PrimeCareOnTheWeb.com, www.YourOwnDoctor.com and
www.YourOwnHealth.com). OCGT has also expanded into Web Site design and
hosting (e.g. www.DeniseAustin.com) and business-to-business Internet
licensing agreements which permit other sites to use selected portions of
the PrimeCare System via PSI's dynamically generated Interactive Medical
Interview System. A description of these products, their financial
potential and cross promotional opportunities follows.
Internet Products Overview
--------------------------
A very significant number of visitors to the Internet are consumers seeking
information concerning their health and fitness. As a result OCGT, through
PSI, now enables consumers to communicate with their physicians through its
creation of Internet products based on its PrimeCare System. The Internet
products are designed for both patient/consumer use and medical practice
use.
OCGT maintains and operates four Web Sites: a Site accessible only by
registered physicians through use of a unique password,
www.PrimeCareOnTheWeb.com; a Web Site which is accessible by both
registered physicians and consumers, www.YourOwnDoctor.com; a Site for
consumers, www.YourOwnHealth.com and a fitness Web Site
www.DeniseAustin.com. All of the Web Sites are structured to create
advertising revenues.
Physician Web Sites
-------------------
www.PrimeCareOnTheWeb.com enables physicians to select problem specific
medical history Questionnaires for their patients to complete, via the
Internet. When patients call their doctor's office with a medical
complaint, they are assigned a unique set of pass-codes to access a special
Web Site and answer the Questionnaire(s). The Questionnaires are selected
by their physician or a staff member. When the patient has completed the
Questionnaire, the Report is generated. CodeComplier(TM) computes the E&M
code for the medical history and it is included with the Report. The Report
is sent by encrypted electronic mail to the physician's office. The
physician can also print or review the Report directly from
www.PrimeCareOnTheWeb.com. The patient can be told to seek immediate
medical help or be scheduled for an office appointment. In case of
emergency, the history can be forwarded to the appropriate Hospital
Emergency Room. When the patient arrives for an appointment, the detailed
medical history and Report are already completed, without taking any
physician time.
YourOwnDoctor.com
-----------------
Although, in general, physicians compete for the healthcare consumer, most
physicians in private practice do not yet have Web Sites to promote their
services. OCGT has created and maintains www.YourOwnDoctor.com , a Web
Community that hosts a Web Site, at no charge, for any physician that
registers. The Site enables registered physicians to: display credentials,
including photos of each physician in the office; list specialties; provide
office information: hours of operation, directions, photos, maps; list
contact information (phone numbers, e-mail addresses); list accepted
insurance plans; provide useful medical links. It helps consumers to locate
a physician in their neighborhood. Consumers can select from National Map
and sort by name, practice name, specialty or city. It provides a direct
tie-in to YourOwnHealth and PrimeCareOnTheWeb . A physician's
registration for a Web Site at YourOwnDoctor.com automatically registers
the physician in PrimeCareOnTheWeb(TM) and creates a link to YourOwnHealth,
thus promoting usage of these sites.
OCGT will offer physician groups, clinics, Medical Societies, Hospitals,
Healthcare Systems and distributors of medical software products, who
register physicians for a Web Site, a share of OCGT's advertising revenues
derived from the use of PrimeCareOnTheWeb and YourOwnHealth by each of
the healthcare providers they cause to register on www.YourOwnDoctor.com.
Consumer Web Site
-----------------
www.YourOwnHealth.com is a unique, free online health and wellness Site.
YourOwnHealth.com enables visitors to become more informed about their
medical conditions and better prepared for their next visit to the doctor.
YourOwnHealth.com offers:
Medical Interview- The Site enables visitors to securely and anonymously
select and complete detailed medical history Questionnaires (see above).
Based upon the responses, the software generates and makes available to the
visitor the detailed Report (see above). At the consumer's option, the
Questionnaires appear in either English or Spanish and range from a general
patient history to problem-specific Questionnaires covering hundreds of
medical conditions. All medical data are encrypted for storage and Internet
communications are protected by secure digital certificates from VeriSign
to protect the confidentiality rights of every user.
YourOwnHealth Notebook - A secure depository for storage of personal and
family medical data that can be accessed only through registered IDs and
passwords. "YourOwnHealth Notebook" provides a convenient way to keep
track of personal health issues for Registered Members. Members can create
and edit lists for health conditions, allergies, immunizations, medications
and more. Members can also elect to save the interviews completed on
YourOwnHealth.com and add personal notes and reminders to the record.
YourOwnHealth Reference- The site also provides extensive Patient
Education Materials which are articles relating to diseases, disease
management, medical procedures and common medications including drug
interactions.
Fitness Web Site: www.DeniseAustin.com
---------------------------------------
Denise Austin's Daily Workout is the number one fitness show on television
with over one million viewers each weekday morning. Her top-selling videos
have sold over 4 million copies, capturing 28% of the fitness video market.
She has six videos in the top ten and has authored three best selling books
on fitness. Under the terms of an Agreement, OCGT is responsible to design,
create, host, operate, manage and maintain www.DeniseAustin.com, Denise
Austin's Web Site. DeniseAustin.com currently sends out a bi-monthly
newsletter with sponsorship to an opt-in list from the site. Visitors to
the site are able to shop for their favorite Denise Austin videos, exercise
equipment and gear. Visitors also have access to Denise's favorite healthy
recipes, targeted exercises and motivational content. In developing
www.DeniseAustin.com, OCGT intends to continue to expand the comprehensive
shopping area which offers a broad range of products within the fitness
industry. OCGT will share income from two sources - advertising revenues
and e-commerce. YourOwnHealth is currently positioned at the Denise
Austin Web Site with banners and sponsorship of the monthly newsletter
which directs traffic to YourOwnHealth . YourOwnHealth will take full
advantage of the opportunity to position its interactive tools directly
from www.DeniseAustin.com to facilitate a greater increase of traffic over
the existing flow.
Medical Information Systems
---------------------------
Mooney-Edwards Enterprises, Inc. d/b/a Medical Information Systems
("MIS"), a Florida corporation was acquired by OCGT on June 25, 1992.
Substantially all of the assets of MIS, as of July 28, 1999, were sold to
Medical Manager Southeast, Inc.("MM") and MM assumed substantially all of
the liabilities related to operations as of July 28, 1999. MIS was the area
dealer for MM, which is reputed to be the most widely used software package
in the medical industry. The sale was made under the dealer acquisition
program initiated by MM in 1997 when it became publicly held. MIS marketed
computer systems to providers of medical services. The packages included
hardware, software, staff training and provides for an annual service
contract. In addition to the basic accounts receivable and insurance
billing applications, MIS provided the offices with accounts payable,
general ledger, payroll and word processing programs. The service contracts
provide for ongoing continuing education and system maintenance.
Cardiointegraph
---------------
OCGT has developed a diagnostic instrument for the early detection of
coronary heart disease, known as the Cardiointegraph, which takes the
electrical impulses generated by a patient during the course of a
conventional electrocardiogram ("ECG") and through a series of integrations
and normalizations, displays these signals in a different visual format,
known as a Cardiointegram ("CIG"). In OCGT's opinion, a CIG provides the
examining physician with a method for identifying patients with apparently
normal ECG's who may actually have coronary heart disease. The
Cardiointegraph employs a unique method, parts of which are patented. The
Cardiointegram procedure is done at rest, requires less doctor-time and
costs significantly less than the other available methods.
Studies have been completed which OCGT believes confirm the
usefulness and efficacy of the Cardiointegraph ("CIG"). As a part of two
studies, the results of the Cardiointegram was compared with the results of
exercise stress testing. The concordance of the two tests was 87% in one
study and 88% in the other. Based on this data OCGT believes that the CIG
is a cost effective, viable alternative to stress testing in many
instances. The apparent national concern with rising health-care costs and
growing efforts to contain and reduce these costs could prove to be a
stimulus to expand the use of the CIG service. However, there can be no
assurance that the CIG will benefit from this.
Marketing
--------- Although CIGs were sold and end user purchasers (i.e.
physicians, corporate and governmental medical departments) appear to find
the unit useful, OCGT has been unable to generate sufficient revenues to
fund its operations or to operate at a profit. OCGT believes that lack of
universal reimbursement for the CIG has hindered its attempt to sell the
CIG. Although a CIG was sold during the fiscal year ended June 30, 2000 and
one was sold subsequent to the end of that fiscal year, to date, OCGT has
not derived substantial revenues from the sale of CIGs and there can be no
assurance that OCGT will ever be able to market the CIG.
Competition
----------- The Cardiointegraph is a diagnostic device which employs
a unique method, parts of which are patented, for the diagnosis of coronary
heart disease. OCGT believes that the CIG does not compete directly with
any other diagnostic method. However, the CIG does compete generally with
other diagnostic methods, such as stress testing and thallium perfusion
stress tests. The Cardiointegram procedure is done at rest, requires less
doctor-time and costs less than the other available methods. In the past,
OCGT sold its product through medical distributors, a sales and marketing
method employed by other medical equipment manufacturers.
Patent Protection
----------------- OCGT's business is dependent to some extent, upon
patent protection of its method of signal analysis and its application to
the Cardiointegraph. OCGT's primary patent expired in November 1986. In
June 1985 a new method patent was granted to OCGT which expires in the year
2002. This new patent covers OCGT's method for correctly detecting in a
repeatable fashion the proper base line which is essential to accurately
compute the CIG. OCGT believes that this patent will adequately protect its
competitive position. Although certain of OCGT's processes are of a
non-patentable nature, OCGT believes that it has significant lead time over
potential competitors in the field of classifying and evaluating data by
this patented method and apparatus as a result of its know-how and
expertise which supplement the patent protection. "Cardiointegraph" is not
a registered trademark or trade name, however, OCGT is not aware of any
other companies using such name or manufacturing such product. OCGT owns
trademark registrations in the United States for "OCG".
Government Regulation
---------------------
OCGT is operating in the medical field which is subject to extensive
federal, state and local regulations. The Cardiointegraph is a "device"
under the Food, Drug and Cosmetic Act of 1938, as amended (the "ACT"). On
December 29, 1981, OCGT was formally advised by the Food and Drug
Administration ("FDA") that OCGT had clearance to market the
Cardiointegraph, subject to the general controls and provisions of the Act.
The FDA designated the Cardiointegraph to be in regulatory class II. OCGT
believes that it is presently in compliance with all federal, state and
local regulations.
Neither the PrimeCare(TM) System, the CodeComplier(TM) nor the MIS medical
billing software require FDA filings.
Employees
---------
OCGT employs 4 full time employees, 2 of whom are non-salaried
officers, its subsidiary, PSI employs 10 salaried employees including
officers, 9 of whom are full time and 1 part time.
Item 2. Properties
----------
OCGT leases approximately 1,000 square feet of office space at 56 Harrison
Street, New Rochelle, New York where it maintains its executive and sales
office. The lease bears an annual rental of $20,952 until June 30, 2001 at
which time it may incur annual increases based on an escalation provision
in the lease until its expiration on June 30, 2003.
PSI leases approximately 3,634 square feet of office space in Newport News,
VA. The lease bears an annual rental of $39,071 until July 31, 1999 at
which time it increases to an annual rental of $41,024 until expiration on
May 31, 2001.
Item 3. Legal Proceedings
-----------------
NONE
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
NONE
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters.
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OCGT's Common Stock is quoted on the OTC Bulletin Board under the symbol
OCGT. Prior to February 19, 1998 OCGT's Common Stock was quoted on NASDAQ
(now NASDAQ Small Cap) under NASDAQ symbol OCGT. The following table sets
forth the range of high and low closing prices for OCGT's Common Stock for
the periods indicated, on the market it was trading on at that time. Prices
represent quotations between dealers without adjustments for retail
markups, markdowns or commissions and may not represent actual
transactions.
Fiscal Year Ended June 30, 1999 High Low
------------------------------- ----- -----
1st Quarter 37/64 19/64
2nd Quarter 1/5 15/64
3rd Quarter 9/16 1/4
4th Quarter 35/64 3/8
Fiscal Year Ended June 30, 2000 High Low
------------------------------- ----- -----
1st Quarter 33/64 19/64
2nd Quarter 33/64 5/16
3rd Quarter 7/16 19/64
4th Quarter 23/64 9/64
As of June 30, 2000 there were approximately 1,341 record holders of the
Common Stock, which does not include stockholders whose shares are
registered in "nominee" or "street" name. The closing bid price per share
for the Common Stock on September 11, 2000 was 5/32.
OCGT has never paid cash dividends on its Common Stock. Payment of
dividends are within the discretion of OCGT's Board of Directors and will
depend, among other factors, on earnings, capital requirements and the
operating and financial condition of OCGT. At the present time, OCGT's
anticipated requirements are such that it intends to follow a policy of
retaining earnings, if any, in order to finance the development of its
business.
On July 12, 1984, a majority of the shareholders of OCGT authorized the
amendment of the Certificate of Incorporation of OCGT creating a class of
1,000,000 shares of preferred stock, the relative rights, preferences and
designations of which could be determined by the Board of Directors.
On June 10, 1992 pursuant to the authority vested in the Board of Directors
of OCGT, a series of Preferred Stock of OCGT was created out of the
authorized but unissued shares of the capital stock of OCGT, and was
designated Series E Preferred Stock, to consist of a maximum of 100,000
shares, par value $.10 per share, of which the preferences and other
rights, and the qualifications, limitations or restrictions thereof,
includes the following: (1) These shares are non-convertible; (2) The
holders of shares shall have the right to vote for any purpose on the same
basis as the holders of OCGT's Common Stock; (3) Series E Dividends shall
not be cumulative and shall be distributable out of the aggregate of all
cash dividends declared by OCGT in any year, and shall be calculated as
follows: the aggregate amount of all cash dividends declared and to be
distributed by OCGT to all classes of its shareholders in a fiscal year
shall be multiplied by a fraction, the (A) numerator of which shall be an
amount equal to fifty (50%) percent of the net profits of OCGT's
subsidiary, Mooney-Edwards Enterprises, Inc. ("MIS") for the prior fiscal
year; and the (B) denominator of which shall be the sum of the said net
profits of OCGT (including those of MIS) for such prior fiscal year; (4)
The Series E Preferred Stock may be redeemed, in whole or in part, at the
option of OCGT, at the price of $30.00 per share, plus all accrued and
unpaid dividends thereon. On June 25, 1992, 100,000 shares of Series E
Preferred Stock were issued in conjunction with the acquisition of
Mooney-Edwards Enterprises, Inc. No dividends have ever been declared or
paid for the Series E Preferred Stock.
Item 6. Management's Discussion and Analysis or Plan of Operation
---------------------------------------------------------
Fiscal 2000 Compared to Fiscal 1999
General
-------
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
---------------------
Results of operations related to MIS have not been included in the
discussion since the operations were sold August 2, 1999.
Total revenues increased to $79,412 for the year ended June 30, 2000 from
$18,957 for 1999. Cost of sales decreased $1,364.
Marketing general and administrative expenses decreased $319,688 for the
year ended June 30, 2000 as compared to 1999 due primarily to the
accelerated write-off of proprietary technology related to the creation of
PrimeCare(TM) System and a decrease in amortization.
Liquidity and Capital Resources
-------------------------------
At June 30, 2000 OCGT had a current ratio of 1.35 to 1 compared to 2.09 to
1 as of June 30, 1999. Although the net loss from operations for the year
ended June 30, 2000 was $844,447, a significant part of the loss resulted
from non-cash charges of approximately $342,301, which accounted for 40% of
the total loss from operations.
Cash on hand and accounts receivable were $84,762 at June 30, 2000. 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 year ended
June 30, 2000, OCGT received $311,000 in cash through the sale of equity
interests. Subsequent to June 30, 2000, OCGT received an additional $75,000
in cash through the sale of equity interests. In the past, OCGT's principal
means of overcoming its cash shortfalls from operations was from the sale
of OCGT's common stock and the exercise of warrants. 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. However, 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).
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 (see "Product Overview", Item I, page 2).
OCGT believes that the segment of the healthcare market which is capable of
generating the greatest activity at its Web sites are the outpatient
physicians. OCGT's Web products provide significant benefits to physicians,
most of which are described in Product Overview in Item I. In addition,
industry sources state that on average, a primary care physician sees
between 25 and 30 patients per day. Assuming 25 patient visits per day, a
primary care physician, practicing 20 days per month, conducts between 500
and 600 patient visits per month. Thus, assuming 500 patients visits per
month, the estimated potential annual use of PrimeCareOnTheWeb per
physician is 6,000 patient visits. This creates a potentially very large
market for OCGT's products. OCGT has therefore developed a program geared
to reach this market. Rather than charge the physician for the product,
OCGT provides the service without charge. OCGT relies on the sale of
advertising space 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 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, OCGT is 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 recently 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 OCGT'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 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.
YourOwnHealth.com. to advertise and increase traffic to YourOwnHealth.com.
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 OCGT is 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.
Fiscal 1999 Compared to Fiscal 1998
-----------------------------------
Results of Operations
---------------------
Results of operations related to MIS have not been included in the
discussion since the operations were sold August 2, 1999.
Total revenues decreased to $18,957 for the year ended June 30, 1999 from
$19,814 for 1998. Cost of sales decreased $4,979.
Marketing general and administrative expenses decreased $864,362 for the
year ended June 30, 1999 as compared to 1998 due primarily to the
accelerated write-off of proprietary technology related to the creation of
PrimeCare(TM) System and a decrease in amortization.
Item 7. Financial Statements
--------------------
The following are included and filed under this Item and appear immediately
following the signature page on page 19:
PAGE
----
Independent Auditors' Report F-1
Consolidated Balance Sheet - June 30, 2000 F-2
Consolidated Statements of Operations -
Years ended June 30, 2000 and 1999 F-3
Consolidated Statements of Shareholders'
Equity - Years ended June 30, 2000 and 1999 F-4
Consolidated Statements of Cash Flows -
Years ended June 30, 2000 and 1999 F-5
Notes to Consolidated Financial Statements F-6
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
----------------------------------------------------------------
(a) Previous independent accountants.
(i) On July 19, 2000, OCG Technology, Inc.("OCGT") received
a letter from Dalessio, Millner & Leben, LLP, its independent
accountants, advising that they would not be available to audit
the books and records of the Registrant for the fiscal year end
June 30, 2000.
(ii) The reports of Dalessio, Millner & Leben, LLP on the
financial statements for the past two fiscal years contained no
adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principle,
except the accountants's report, dated October 12, 1999, did
include a paragraph regarding the uncertainty of the Company to
continue as a going concern.
(iii) In connection with its audits for the two most recent
fiscal years and through July 19, 2000, there have been no
disagreements with Dalessio, Millner & Leben, LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Dalessio, Millner & Leben,
LLP, would have caused them to make reference thereto in their
report on the financial statements for such years.
(iv) During the two most recent fiscal years and through July
19, 2000, there have been no reportable events (as defined in
Regulation S-K, Item 304(a)(1)(iv)).
(b) New independent accountants.
The Registrant has engaged Arthur Yorkes & Company as its new
independent accountants as of September 21, 2000. During the two
most recent fiscal years and through September 21, 2000, the
Registrant has not consulted with Arthur Yorkes & Company regarding:
(i) the application of accounting principles to a specific
transaction, either completed or proposed; nor the type of audit
opinion that might be rendered on the Registrant's financial
statements; nor has any written report or oral advice been
provided to the Registrant by Arthur Yorkes & Company;
(ii) any matter that was either the subject of a disagreement,
as that term is defined in Item 304(a) (1) (iv) of Regulation S-K and
the related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item 304(a) (1) (iv)
of Regulation S-K. The Registrant has engaged Arthur Yorkes &
Company as its new independent accountants as of September 21,
2000.
<PAGE>
PART III
Item 9. Directors and Executive Officers of the Registrant.
---------------------------------------------------
The directors and executive officers of OCGT are:
Name Age Position
----------------- --- ---------------------------
Edward C. Levine 73 President and Director
Jarema S. Rakoczy 58 Vice President and Director
Jeffrey P. Nelson 56 Secretary and Director
Directors are elected at the annual stockholder's meeting and serve until
the next annual meeting. Officers are elected by the Board of Directors.
Edward C. Levine has been the President of OCGT since 1976 and a Director
of the Company since 1973. Mr. Levine is a member of the Bar of the State
of New York.
Jarema S. Rakoczy, has served as a Director of OCGT since August 1987, and
a Vice President since March 1985, and has been with OCGT since January,
1983. Mr. Rakoczy has been self-employed as a sales and marketing
consultant since May of 1989. Mr. Rakoczy devotes all of his professional
time to OCGT's affairs. Mr. Rakoczy served as Eastern Manager at Hittman
Medical Systems from September 1980 to December 1982; as Regional Sales
Manager at American Optical Medical Division from February 1976 to
September 1980; and as Vice President at Pratt Electronics from June 1968
to November 1974.
Jeffrey P. Nelson, has served as a Director of OCGT since November 1991 and
as its Secretary since June 1992 and an Executive Vice President since
November 1997. Mr. Nelson served as Vice President, Asset Based Finance
Division, of Marine Midland Bank, NA from December 1986 through 1990. Mr.
Nelson was self-employed as a real estate financing consultant from January
1991 through November 1991.
Item 10. Executive Compensation
-----------------------
Compensation of Directors
-------------------------
There are no standard or other arrangements for compensating
Directors. Directors serve without
compensation.
Compensation of Officers
-------------------------
The following table presents certain specific information regarding
the compensation of the Chairman and President of OCGT who received no
other compensation than the compensation set forth in the following tables.
No Officer of OCGT had total salary, bonus or other compensation exceeding
$100,000.
Summary Compensation Table (Fiscal 2000)
----------------------------------------
(a) (b) (c)
Long-term Compensation
Awards Securities
Fiscal Year Ended Underlying
Name & Principal Position June 30, Options/SARs
-------------------------- ----------------- -----------------------
Edward C. Levine, 2000 200,000
President and Chief 1999 300,000
Executive Officer 1998 200,000
Option Grants in Last Fiscal Year
---------------------------------
(a) (b) (c) (d) (e)
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted Fiscal Year ($/Share) Date
---------------- ------------ ------------ ----------- -------------
Edward C. Levine 200,000 26.08% $.47 June 25, 2002
<TABLE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
The following table sets forth certain information regarding the exercise
of stock options during the fiscal year ended June 30, 2000 and the fiscal
year ended value of unexercised options for OCGT's named executive
officers.
<CAPTION>
Value of Unexercised
Shares Value Number of Unexercised In-the-money Options at
Acquired on Realized Options at Fiscal Year-End Fiscal Year End (1)
Name Exercise ($) Exercisable/ Unexercisable Exercisable/Unexercisable
------------ -------- ------- -------------------------- -------------------------
<S> <C> <C> <C> <C>
E. C. Levine -0- $0 700,000 / 0 $0 / 0
J. S. Rakoczy -0- $0 150,000 / 0 $0 / 0
J. P. Nelson -0- $0 450,000 / 0 $0 / 0
___________________
Notes: (1) Calculated based on the excess of the closing market price of
OCGT's common stock as reported on the OTC Bulletin Board on June 30, 2000
($.14) over the option exercise price.
</TABLE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
The following table sets forth, as of September 30, 1999 certain
information with respect to Common Stock ownership of (i) each person known
by OCGT to own beneficially more than 5% of the shares of OCGT's Common
Stock, (ii) all directors, and (iii) all Officers and Directors as a group.
Name and Address of Amount & Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
----- ------------------- -------------------- ---------
Common Edward C. Levine 538,826 - direct 1.65%
56 Harrison Street
New Rochelle, N.Y. 10801
Common Jarema S. Rakoczy 359,600 - direct 1.10%
56 Harrison Street
New Rochelle, N.Y. 10801
Common Jeffrey P. Nelson 450,000 - direct 1.37%
56 Harrison Street
New Rochelle, N.Y. 10801
Common All directors and 1,348,426 - direct 4.12%
officers as a group
(3 Persons)
Item 12. Certain Relationships and Related Transactions
----------------------------------------------
On February 29, 2000 OCGT authorized the issuance of, and thereafter
issued, 150,000 shares of OCGT's common stock to retire debt in the amount
of $37,374. The creditor is the son of OCGT's President.
On July 26, 1999 OCGT authorized the issuance of, and thereafter issued,
warrants to purchase shares of its Common Stock as follows: Edward C.
Levine 200,000 warrants; Jeffrey P. Nelson 150,000 warrants; and Jarema S.
Rakoczy 60,000 warrants; all at $.47 per share.
On June 22, 1999 OCGT authorized the issuance of, and thereafter issued,
warrants to purchase shares of its Common Stock as follows: Edward C.
Levine 300,000 warrants; Jeffrey P. Nelson 150,000 warrants; Erich W.
Augustin 150,000 warrants, and Jarema S. Rakoczy 30,000 warrants; all at
$.47 per share.
On June 22, 1999 OCGT authorized the issuance of, and thereafter issued,
warrants to purchase 200,000 shares of its common stock at $.47 per share
to Masterdisk Corporation in payment of the use of space and
administrative support services for the year ended May 31, 2000. A
shareholder and officer of Masterdisk Corporation is the son of OCGT's
President.
On December 8, 1998 OCGT authorized and issued warrants to acquire 150,000
shares of OCGT's common stock at an exercise price of $0.65 which expire
December 10, 2001. These warrants were issued to Erich W. Augustin, an
Officer and Director of OCGT.
Item 13. Exhibits and Reports on Form 8-K
---------------------------------
(a) The following documents are filed as part of this report.
(1) Exhibits
--------
3(i).1 Certificate of Incorporation of Registrant filed July 3,
1969 (incorporated by reference to Exhibit 3.1(a) to the
Annual Report on Form 10-K for the Year ended June 30,
1985).
3(i).2 Certificate of Amendment of Certificate of Incorporation
filed March 28, 1973 (incorporated by reference to Exhibit
3.1(b) to the Annual Report on Form 10-K for the Year
ended June 30, 1985).
3(i).3 Certificate of Ownership and Merger filed June 21, 1974
(incorporated by reference to Exhibit 3.1(c) to the Annual
Report on Form 10-K for the Year ended June 30, 1985).
3(i).4 Certificate of Change of Agent and location, designated in
the Certificate of Incorporation of Registrant, filed
December 16, 1976 (incorporated by reference to Exhibit
3.1(d) to the Annual Report on Form 10-K for the Year
ended June 30, 1985).
* 3(i).5 Certificate of Amendment of Certificate of Incorporation
filed December 26, 1985.
* 3(i).6 Certificate of Correction filed to Correct A Certain Error
in the Certificate of Amendment of Certificate of
Incorporation filed March 26, 1986.
* 3(i).7 Certificate of Amendment of Certificate of Incorporation
filed August 18, 1987.
3(i).8 Certificate of Change of Agent and location of Registrant
filed April 9, 1991 (incorporated by reference to Exhibit
3.1(j) to the Annual Report on Form 10-K for the Year
ended June 30, 1991).
3(i).9 Certificate of Correction filed to Correct Certain Errors
in the Certificate of Amendment of the Certificate of
Incorporation filed June 19, 1992 (incorporated by
reference to Exhibit 3.1(l) to the Annual Report on Form
10-K for the Year ended June 30, 1992).
** 3(i).10 Certificate of Amendment of Certificate of Incorporation
filed June 7, 1996.
3.(ii).1 By-laws of Registrant (incorporated by reference to
Exhibit 3.2 to the Annual Report on Form 10-K for the Year
ended June 30, 1985).
* 4.1 Certificate of Resolutions Creating Series A Convertible
Preferred Stock filed January 23, 1986.
* 4.2 Certificate of Correction filed to Correct Certain Errors
in the Certificate of Stock Designation filed March 26,
1986.
4.3 Certificate of Resolutions Creating Series E Convertible
Preferred Stock filed June 19, 1992. (incorporated by
reference to Exhibit II to the Current Report on Form 8-K
filed June 26, 1992)
4.4 Certificate of Resolutions Creating Series B Convertible
Preferred Stock filed May 3, 1994 (incorporated by
reference to Exhibit 4 to the Current Report on Form 8-K
filed June 1, 1994)
** 4.5 Certificate of Amendment No. 1 Filed to Modify the
Certificate of Designation Creating Series B Preferred
Stock filed August 30, 1996.
10.1 Technology Assignment Agreement dated as of December 19, 1983
by and between Biocard Partners and OCG Technology, Inc.
(incorporated by reference to Exhibit 10.1 to the Annual
Report on Form 10-K for the Year ended June 30, 1985).
10.2 License Agreement dated as of December 19, 1983 by and between
Biocard Partners and OCG Technology, Inc. (incorporated by
reference to Exhibit 10.1 to the Annual Report on Form 10-K for
the Year ended June 30, 1985).
10.3 Stock Purchase and Exchange Agreement, dated as of June 12,
1992, between the Registrant and Mooney-Edwards Enterprises,
Inc., D/B/A Medical Information Systems (incorporated by
reference to Exhibit I to the Current Report on Form 8-K filed
June 26, 1992).
10.4 Stock Purchase and Exchange Agreement, dated as of May 16, 1994,
between the Registrant and PrimeCare Systems, Inc. (incorporated
by reference to Exhibit 2 to the Current Report on Form 8-K
filed June 1, 1994).
10.5 Asset Purchase Agreement, dated as of July 28, 1999, between
Medical Manager Southeast, Inc.; Mooney-Edwards Enterprises,
Inc.; and the Registrant (incorporated by reference to Exhibit 2
to the Current Report on Form 8-K filed August 16, 1999).
21 Subsidiaries of Registrant. Optronic Labs, Inc., a New
York corporation; Mooney-Edwards Enterprises, Inc., a
Florida corporation; and, PrimeCare Systems, Inc., a
Delaware corporation.
27 Financial Data Schedule
(b) Reports on Form 8-K
There were no Reports on Form 8-K filed in the fourth quarter
of fiscal 2000.
* Incorporated by reference to the Form 10-KSB for the Year ended June
30, 1987.
** Incorporated by reference to the Form 10-KSB for the Year ended June
30, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
OCG TECHNOLOGY, INC.
By: /s/ Edward C. Levine
---------------------------
Dated: October 13, 2000 Edward C. Levine, President
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant in the capacities and on
the dates indicated.
/s/ Edward C. Levine President and Director October 13, 2000
--------------------
Edward C. Levine (Principal Executive,
Financial and
Accounting Officer)
/s/ Jeffrey P. Nelson Secretary and Director October 13, 2000
---------------------
Jeffrey P. Nelson
/s/ Jarema S. Rakoczy Vice President and Director October 13, 2000
---------------------
Jarema S. Rakoczy
<PAGE>
ARTHUR YORKES & COMPANY
Certified Public Accountants
15 West 39th Street
New York, New York 10018
INDEPENDENT AUDITORS'REPORT
To the Board of Directors
OCG Technology, Inc. and Subsidiaries
New York, New York
We have audited the accompanying consolidated balance sheet of OCG
Technology, Inc. and Subsidiaries as of June 30, 2000, and the related
consolidated statements of operations, cash flows and changes in
shareholders' equity for the years ended June 30, 2000 and 1999. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express and opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of OCG Technology, Inc. and Subsidiaries as of June 30, 2000,
and the consolidated results of their operations and their cash flows for
the years ended June 30, 2000 and 1999, in conformity with generally
accepted accounting principles.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed
in Note 1, the Company has experienced recurring losses from operations
that raises substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also
described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/Arthur Yorkes & Company
--------------------------
ARTHUR YORKES & COMPANY
Certified Public Accountants
October 10, 2000
<PAGE>
<TABLE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
June 30, 2000
ASSETS:
<S> <C>
CURRENT ASSETS:
Cash $ 37,829
Accounts receivable 7,025
Receivable sale of business 39,908
Other current assets 45,304
-------------
TOTAL CURRENT ASSETS 130,066
PROPERTY AND EQUIPMENT, net 77,656
CAPITALIZED SOFTWARE COSTS, net 229,838
OTHER ASSETS 4,972
-------------
$ 442,532
=============
LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 46,605
Note payable - related party 50,000
-------------
TOTAL CURRENT LIABILITIES 96,605
-------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, 1,000,000 shares authorized;
Series E Preferred Stock, $.10 par value,
100,000 shares issued and outstanding 10,000
Common stock, 50,000,000 shares authorized;
$.01 par value, 32,175,557 shares outstanding;
30,569,057 shares issued 321,755
Additional paid-in-capital 24,391,201
Accumulated deficit (23,958,529)
Stock subscriptions receivable (356,000)
-------------
408,427
Less: Treasury stock, at cost (12,500 shares) (62,500)
-------------
TOTAL SHAREHOLDERS' EQUITY 345,927
-------------
$ 442,532
=============
See notes financial statements
</TABLE>
F-2
<TABLE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
<CAPTION>
Consolidated Statement of Operations
For the years ended June 30,
2000 1999
------------- -------------
<S> <C> <C>
REVENUES $ 79,412 $ 18,957
------------- -------------
COSTS AND EXPENSES:
Cost of sales - 1,364
Marketing, general and administrative 477,264 796,952
Depreciation and amortization 86,174 144,440
Write-off of capitalized software costs - 199,314
Product development costs 362,152 203,973
Interest income - net (1,730) (5,327)
------------- ------------
TOTAL COSTS AND EXPENSES 923,860 1,340,716
------------- ------------
LOSS FROM CONTINUING OPERATIONS (844,447) (1,321,759)
DISCONTINUED OPERATIONS:
Profit(loss) from operations of Mooney Edwards 16,707 (72,136)
Income from sale of business 341,180 -
------------- -----------
347,887 (72,136)
NET LOSS $ (486,560) $(1,393,895)
============= ===========
BASIC AND FULLY DILUTED NET LOSS PER SHARE
Continuing operations $ (.03) $ (.05)
Discontinued operations (.01) -
------------- -----------
$ (.02) $ (.05)
============= ===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 31,223,399 29,862,525
============= ===========
See notes financial statements
</TABLE>
F-3
<PAGE>
<TABLE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
<CAPTION>
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
Preferred Stock Common stock Additional
$.10 par $.01 par Paid-in Accumulated Subscription Treasury
Shares Amount Shares Amount Capital Deficit Receivable Stock Total
<S>
Balance at <C> <C> <C> <C> <C> <C> <C> <C> <C>
June 30, 1998 100,000 $10,000 29,828,224 $298,282 $23,542,486 $(22,078,074) $(529,750) $(62,500) $ 1,180,444
Issuance of
stock for
services - - 50,000 500 18,000 - - - 18,500
Issuance of
warrants
for services - - - - 199,874 - - - 199,874
Sale of stock
and conversion
of warrants - - 703,333 7,033 191,217 - - - 198,250
Collection
of stock
subscription
receivable - - - - - - 168,750 - 168,750
Net loss - - - - - (1,393,895) - - (1,393,895)
------ ----- ---------- -------- ----------- ------------ -------- ------- -----------
Balance at
June 30, 1999 100,000 $10,000 30,581,577 $305,815 $23,951,577 $(23,471,969) $(361,000) $(62,500) $ 371,923
Issuance of
stock for
services - - 200,000 2,000 81,180 - - - 83,180
Issuance of
warrants
for services - - - - 24,000 - - - 24,000
Sale of stock
and conversion
of notes
payable - - 1,394,000 13,940 334,444 - - - 348,384
Collection
of stock
subscription
receivable - - - - - - 5,000 - 5,000
Net loss - - - - - (486,560) - - (486,560)
------- ------- ---------- -------- ----------- ------------ -------- ------- -----------
Balance at
June 30, 2000 100,000 $10,000 32,175,557 $321,755 $24,391,201 $(23,958,529) $(356,000) $(62,500) $ 345,927
======= ======= ========== ======== =========== ============= ========== ========= ===========
</TABLE>
See notes financial statements.
F-4
<PAGE>
<TABLE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
<CAPTION>
Consolidated Statement of Cash Flows
For the years ended June 30,
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (486,560) $(1,393,895
----------- -----------
Adjustments to reconcile net loss to net cash
used in operating activities:
Gain on sale of subsidiary (341,180) -
Depreciation and amortization 86,174 143,135
Gain from sale of discontinued operations (16,707)
Write-off of capitalized software - 199,314
Issuance of stock and warrants for services
and other expenses 144,564 137,684
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable 1,443 (30,694)
Receivable sale of business (9,487) -
Prepaid expenses and other assets 148,675) (16,891)
Other assets (1,792) 106,364
(Decrease) increase in:
Accounts payable and accrued expenses (6,984) (24,317)
Due to affiliate (10,500) 3,500
Due to officer (15,122) (9,120)
Note payable - related party 38,655 -
----------- -----------
Total adjustments 17,739 508,975
----------- -----------
Net cash used in operating activities (468,821) (884,920)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (14,807) (31,495)
Capitalized software development costs (255,838 -
Proceeds from sale of business 357,887 -
----------- -----------
Net cash provided by investing activities 87,242 (31,495)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - 198,250
Collection of stock subscription receivable 5,000 346,250
Proceeds from issuance of notes payable 311,000 -
----------- -----------
Net cash provided by financing activities 316,000 544,500
----------- -----------
NET (DECREASE) INCREASE IN CASH (65,579) (371,915)
CASH, BEGINNING OF YEAR 103,408 475,323
----------- -----------
CASH, END OF YEAR $ 37,829 $ 103,408
=========== ===========
Supplemental disclosures:
See notes to financial statements
</TABLE>
F-5
<PAGE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Statement of Cash Flows
For the years ended June 30,
2000 1999
------- -------
Supplemental disclosure of cash flows information:
Interest Paid $ 596 $ -
======= =======
Supplemental disclosure:
Non-cash investing and financing activities:
During the year thecompany converted $311,000 of notes payable
interest 1,244,000 shares of common stock.
For services rendered during the year the company issued an
additional 350,000 shares of common stock.
See notes financial statements.
F-6
<PAGE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
1. Summary of significant accounting policies:
Business:
OCG Technology, Inc. ("OCG") together with its subsidiaries is
engaged in the development, marketing, and distribution of
software and diagnostic products for the healthcare industry.
In the fourth quarter of fiscal 1999, OCG completed a strategic
reappraisal of its business. This reappraisal refocused OCG's
efforts with respect to PrimeCare Systems, Inc. ("PSI") and the
deployment of its PrimeCare Patient Management System (the "System")
from an in-house legacy system to a state of the art, Internet based
solution. The System now enable patients to provide their care
providers with their medical history through secure Internet.
Additionally, in April 1999, OCG launched a new website,
YourOwnHealth.com. This site facilitates consumer access to quality
medical information. OCG expects to generate revenues from its
Internet businesses through advertising and sponsorship. In fiscal
1999, OCG wrote-off $199,314 of previously capitalized software costs
associated with the legacy system.
In July 1999, OCG sold the net assets of its wholly-owned subsidiary,
Mooney Edwards Enterprises, Inc. ("Mooney Edwards") (see Note 2).
Mooney Edwards was engaged in the development and distribution of
third party computer software and support services for the medical
community for the processing of bills (including insurance claims),
bookkeeping, and office management. These consolidated financial
statements present Mooney Edwards as a discontinued operation.
Inherent in OCG's business are various risks, including its limited
operating experience in the Internet segment of the healthcare
market, the limited history of commerce over the Internet, its
unproven business model, and uncertainties regarding its ability to
develop revenues.
Basis of Presentation:
The accompanying consolidated financial statements have been prepared
assuming that OCG will continue as a going concern. OCG has
experienced recurring losses from operations that raises substantial
doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Management intends to sell debt and/or equity in order to continue
the operations of the business. There can be no assurance that OCG
will be able to raise sufficient capital to continue its operations
and/or generate adequate cash flow from operations.
F-7
<PAGE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
1. Summary of significant accounting policies: (continued)
Principles of consolidation:
The consolidated financial statements include the accounts of OCG and
its subsidiaries, all of which are wholly-owned. All significant
intercompany accounts and transactions have been eliminated in
consolidation.
Use of estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Property, equipment and depreciation:
Property and equipment are stated at cost. Machinery and equipment and
equipment held under fee for service arrangements are being deprecated
on a straight-line basis over their estimated useful life of five (5)
years.
Capitalized software costs:
OCG has capitalized software costs for their existing programs that
have reached the technological feasibility status.
Revenue recognition:
Mooney Edwards recognizes sales of computer software systems when
delivery has been made and substantially all of the services to be
provided by OCG have been completed.
OCG recognizes revenues from fees charged to medical providers for the
use of the System as the services are provided.
Revenues from sponsorships, advertising and other arrangements are
recognized during the period in which the sponsorship or advertisement
is displayed, provided that no significant performance obligations
remain and collection of the related receivable is probable.
F-8
<PAGE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
1. Summary of significant accounting policies: (continued)
Net loss per share:
OCG has adopted Statement of Financial Accounting Standards No. 128
("FAS 128") that requires the reporting the reporting of both basic and
diluted earnings per share. Basic net loss per share is computed by
dividing net loss available to common shareowners by the weighted
average number of common shares outstanding for the period. Diluted
earnings per share reflect the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or
converted into common stock. Potentially dilutive securities are
excluded from the fully diluted loss per share calculation for 2000 and
1999 because their effect would be antidilutive.
Accounting for stock based compensation:
OCG has chosen to adopt the disclosure requirements of Statement of
Financial Accounting Standards No. 123, ""Accounting for Stock-Based
Compensation" ("SFAS 123"), and to continue to account for stock-based
compensation in accordance with Accounting Principles Board Opinion No.
25 "Accounting for Stock Issued to Employees" ("APB 25"). Under APB
25, OCG has not recognized compensation expense with respect to such
awards because the exercise price of options and warrants granted to
employees has approximated the fair market value of the common stock at
the respective grant dates.
Research and development:
Research and development costs are expensed as incurred.
Cash:
OCG considers all highly liquid investments with an original maturity
of three months or less to be cash equivalents. There were no cash
equivalents at June 30, 2000 and 1999.
Net assets held for sale:
In July 1999, OCG sold the net assets of Mooney Edwards for
approximately $400,000.
F-9
<PAGE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
2. Net assets held for sale: (continued)
The following summarizes the results of operations for the two
years ended June 30, 1999 and 1998 for Mooney Edwards:
2000 1999
------------ ----------
Net sales $ 72,623 $ 994,650
----------- ----------
Cost of sales 17,318 490,417
Operating expenses 38,598 576,368
----------- ----------
Total expense 55,916 1,066,785
Net profit (loss) $ 16,707 $ (72,135)
============ ===========
3. Property and equipment:
<TABLE>
<CAPTION>
Property and equipment consists of the following:
<C> 2000 <C> 1999
<S> ----------- -----------
Equipment held under fee for service arrangements $ 366,675 $ 366,675
Machinery and equipment 290,329 275,522
---------- ----------
657,004 642,197
Less: Accumulated depreciation 579,348 519,174
----------- ----------
$ 77,656 $ 123,023
=========== ==========
Depreciation expense was $60,174 and $62,052 for the years ended
June 30, 2000 and 1999, respectively.
</TABLE>
4. Note payable related party:
Note payable is to a relative of an Officer and Director of OCG,
is unsecured, due on demand, and bears interest at 2% above the
prime rate per annum.
F-10
<PAGE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
5. Shareholders' equity:
Preferred stock:
On July 12, 1984, the shareholders of OCG approved the creation of a
class of 1,000,000 shares of preferred stock, and authorized the Board
of Directors to establish and designate the number of shares and
relative rights, preferences and limitations of such preferred stock.
Series E Preferred Stock:
In June 1992, the Board of Directors designated 100,000 shares of
Preferred Stock as Series E Preferred Stock. These shares were issued
in conjunction with the acquisition of Mooney Edwards. These shares:
(i) are non-convertible with the right to vote on the same basis as the
holders of OCG's common stock, (ii) may be redeemed in whole or in part
at the option of OCG at a price of $30 per share plus all accrued and
unpaid dividends thereon, and, (iii) have the right to dividends which
are not cumulative and are limited to a fraction of all cash dividends
declared and to be distributed by OCG to all classes of its
shareholders in any fiscal year, the (A) numerator of which shall be an
amount equal to fifty (50%) percent of the net profits of Mooney
Edwards for the prior fiscal year; and the (B) denominator of which
shall be the sum of the net profits of OCG (including those of Mooney
Edwards) for such prior fiscal year, and no more. No dividends to
Series E Preferred shareholders were due at June 30, 2000 and 1999 (see
Footnote 9 regarding sale of Mooney Edwards).
Common stock:
In fiscal 2000 OCG sold 1,394,000 shares of common stock in private
placements for $348,384.
In fiscal 1999, OCG sold 703,333 shares of common stock in private
placements for $198,250.
In Fiscal 2000, OCG issued 200,000 shares of common stock for services
rendered.
In fiscal 1999, OCG issued 50,000 shares of common stock to a former
employee in connection with the termination of his employment
agreement.
5. Shareholders' equity: (continued)
Stock subscriptions receivable:
Demand notes receivable of $356,000 is outstanding at June 30, 2000.
These notes were issued to various individuals including Officers and
Directors of OCG in connection with their fiscal 1998 exercise of
warrants for the purchase of common stock and are collateralized by
common stock of OCG owned by these individuals.
F-11
<PAGE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
Warrants:
OCG accounts for warrants granted to employees and directors under APB
No. 25. Had compensation costs of these warrants been determined
consistent with SFAS No. 123, OCG's consolidated net loss and net loss
per have would have been as follows:
2000 1999
----------- -----------
Net loss as reported $ (486,560) $(1,393,895)
Net loss pro forma (781,040) (1,788,775)
Primary loss per share as reported (.02) (.05)
Primary loss per share pro forma (.03) (.06)
The effects of applying SFAS 123 in this pro forma disclosure are
not indicative of future amounts.
All transactions with individuals other than those considered
employees, as set forth within the scope of APB No. 25, have been
accounted for under the provisions of SFAS No. 123 during fiscal 2000
and 1999.
The fair value of each warrant grant is estimated on the date of grant
using the Black Scholes option pricing model with the following
weighted average assumptions:
2000 1999
------ ------
Risk-free interest rate 5.922% 5.075%
Expected dividend yield - -
Expected lives 3 3
Expected stock price volatility 155% 139%
F-12
<PAGE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
5. Shareholders' equity: (continued)
Warrants: (continued)
Warrants issued for services generally vest immediately. Warrant
activity for the years ended June 30, 2000 and 1999 is summarized
as follows:
2000 1999
--------- ---------
Outstanding at beginning of year 5,896,000 4,104,000
Warrants granted 1,227,000 2,162,000
Warrants exercised - (150,000)
Warrants canceled (2,434,000) (220,000)
---------- ----------
Outstanding at end of year 4,689,000 5,896,000
========== ==========
OCG issued warrants for the following:
Exercise
Warrants Price Warrants
2000
Non-compensatory:
Employees and directors 1,227,000 $.47 -
--------- ----------
1,227,000 $ -
========= ==========
1999
Compensatory:
Related party rent 200,000 $.47 $ 57,911
Consultants 465,000 $.47 119,085
Non-compensatory:
Employees and directors 1,372,000 $.47 - $.65 -
---------- ---------
2,037,000 $ 176,996
F-13
<PAGE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
5. Shareholders' equity: (continued)
Warrants: (continued)
At June 30, 2000, 4,689,000 shares of OCG common stock were
reserved for future issuance with respect to the following
warrants:
Expiration Exercise Price Common Shares
---------- -------------- -------------
July 2000 March 2001 $.49 - $.77 90,000
July 2000 $.65 60,000
November 2000 $.72 150,000
January 2001 $.80 100,000
March 2001 $.65 980,000
October 2001 $1.00 20,000
November 2001 June 2002 $.26 - $.49 50,000
December 2001 $.65 150,000
April 2002 $.40 100,000
June 2002 $.47 1,762,000
---------
4,689,000
===========
6. Commitments and contingencies:
In September 1995, PSI entered into a consulting agreement with
a major health care provider (the "Consultant") to provide advise
for changes necessary to assure the medical content of the System
is current and accurate and meets the criteria of currently
accepted clinical practice. The Consultant will also be
furnishing and/or updating physician and patient educational
materials, additional diagnostic and follow-up programs and
algorithms, appropriate practice guidelines and suggesting
changes and/or additions to diagnostic and follow-up programs.
PSI has agreed that the compensation of the Consultant will be
15% of the gross revenues actually received and collected by PSI
from users of the System.
7. Income taxes:
At June 30, 2000, OCG had net operating loss carryforwards of
approximately $14,547,000 which will expire at various dates from
2001 through 2020subject to certain limitations. The deferred
tax asset arising from net operating loss carryforwards are
offset by a 100% valuation allowance due to the uncertainty as
to their realization.
OCG has entered into numerous equity transactions which may
significantly limit the utilization of these net operating
losses, pursuant to Internal Revenue Code Section 382. OCG has
not performed a study to determine the effects of Section 382,
and accordingly is unable to determine the annual limitations
which may be imposed pursuant to Section 382.
F-14
<PAGE>
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
8. Related party transactions:
A. Certain OCG officers received 410,000 warrant at an exercise price of
$.47 per share. These warrants expire July 2002.
B. Certain of OCG's officers serviced without cash compensation for
the years ended June 30, 2000 and 1999.
C. In fiscal 2000 and 1999, OCG issued 200,000 warrants at exercise
price is of $.47 and $.65 per share to rent office space from
an entity controlled by a relative of an officer.
Respectively, OCG recorded rent expense of $40,388 for the
year ended June 30, 1999 (see Note 5).
D. Mooney Edwards leases its office space on a month to month basis,
from partnership in which the officers of Mooney Edwards have
an ownership interest. Rent expense under this lease for the
years ended June 30, 1999 was $18,602 (see Note 2).
9. Subsequent events:
Internet service agreement:
In July 2000, the company entered into an Internet service
agreement with a medical center for the use of its medical
websites. Through use of these websites, OCG expects to receive
advertising revenue from its advertisers. The company has
entered into a revenue sharing agreement whereby the medical
center will receive 30% of all advertising revenues.
Sale of subsidiary:
OCG is contemplating the retirement of the preferred stock issue
with the sale of the Mooney Edwards subsidiary.
F-15
