U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
X. QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:June 30, 2013
. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File No. 333-162084
OICco Acquisition I, Inc.
(Name of Registrant in its Charter)
Delaware | 27-0625383 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.) |
4412 8th St. SW, Vero Beach, FL 32968
(Address of principal executive offices)
(772) 584-3308
(Registrant’s telephone number, including area code)
Indicate by check mark 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 (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. Yes X. No .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X. No .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | .(Do not check if a smaller reporting company) | Smaller reporting company | X. |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X. No .
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of August 6, 2013 the registrant had 5,000,000 issued and outstanding shares of common stock.
OICCco Acquisition I, Inc.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION | PAGE |
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Item 1. Financial Statements (unaudited): | 4 |
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Balance Sheets | 5 |
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Statements of Operations | 6 |
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Statements of Cash Flows | 7 |
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Notes to Financial Statements (unaudited) | 8 |
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Item 2. Management’s Plan of Operations | 9 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk | 9 |
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Item 4T. Controls and Procedures | 9 |
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PART II. OTHER INFORMATION |
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Item 1. Legal Proceedings | 10 |
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Item 1A. Risk Factors | 10 |
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Item 2. Unregistered Sale of Equity Securities and Use of Proceeds | 10 |
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Item 3. Defaults upon Senior Securities | 10 |
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Item 4. Removed and Reserved | 10 |
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Item 5. Other Information | 10 |
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Item 6. Exhibits | 10 |
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Signatures | 10 |
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PART I - FINANCIAL INFORMATION
Item 1.
Financial Statements
The Financial Statements of the Company required to be filed with this Quarterly Report on Form 10-Q were prepared by management and commence on the following page, together with related Notes. In the opinion of management, these Financial Statements fairly present the financial condition of the Company, but should be read in conjunction with the Financial Statements of the Company for the year ended December 31, 2012 previously filed in a 10K with the Securities and Exchange Commission. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying interim financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim financial statements for the six months ended June 30, 2013 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2013.
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OICCO ACQUISITION I, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 2013
INDEX
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| Page(s) |
Balance Sheets as of June 30, 2013 and December 31, 2012 | 5 | |
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Statements of Operations for the three and six months ended June 30, 2013 and 2012 and the Period of July 24, 2009 (Inception) to June 30, 2013 | 6 | |
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Statements of Cash Flows for the six months ended June 30, 2013 and 2012 and the Period of July 24, 2009 (Inception) to June 30, 2013 | 7 | |
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Notes to the Unaudited Financial Statements | 8 | |
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OICCO ACQUISITION I, INC. | ||||||
(A Development Stage Company) | ||||||
Balance Sheets | ||||||
(unaudited) | ||||||
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| June 30, 2013 |
| December 31, 2012 | ||
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ASSETS |
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Current assets |
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| Cash | $ | 1,505 |
| $ | 1,505 |
Total current assets |
| 1,505 |
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| 1,505 | |
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Total assets | $ | 1,505 |
| $ | 1,505 | |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current liabilities |
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| Accounts payable | $ | 21,070 |
| $ | 18,450 |
| Related party payables |
| 15,967 |
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| 15,567 |
Total current liabilities |
| 37,037 |
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| 34,017 | |
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Stockholders' deficit |
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| Common stock, $0.0001 par value; 100,000,000 shares authorized; 45,000,000 and issued and outstanding | 4,500 |
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| 4,500 | |
| Additional paid in capital |
| 25,408 |
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| 25,408 |
| Deficit accumulated during the development stage | (65,440) |
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| (62,420) | |
Total stockholders' deficit |
| (35,532) |
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| (32,512) | |
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Total liabilities and stockholders' deficit | $ | 1,505 |
| $ | 1,505 | |
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See accompanying notes to unaudited financial statements. | ||||||
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OICCO ACQUISITION I, INC. | |||||||||||||||
(A Development Stage Company) | |||||||||||||||
Statements of Operations (Unaudited) | |||||||||||||||
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| Three months ended June 30, |
| Six months ended June 30, |
| Period from July 24, 2009 (Inception) to June 30, | ||||||||||
| 2013 |
| 2012 |
| 2013 |
| 2012 |
| 2013 | ||||||
Revenue | $ | - |
| $ | - |
| $ | - |
| $ | - |
| $ | - | |
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Operating expenses |
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| Professional fees |
| 3,020 |
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| 1,000 |
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| 3,020 |
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| 11,170 |
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| 50,637 |
| General and administrative |
| - |
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| - |
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| - |
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| - |
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| 14,803 |
Total operating expenses |
| 3,020 |
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| 1,000 |
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| 3,020 |
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| 11,170 |
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| 65,440 | |
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Net loss | $ | (3,020) |
| $ | (1,000) |
| $ | (3,020) |
| $ | (11,170) |
| $ | (65,440) | |
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Basic and diluted loss per common share | $ | (0.00) |
| $ | (0.00) |
| $ | (0.00) |
| $ | (0.00) |
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Weighted average shares outstanding |
| 45,000,000 |
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| 4,000,000 |
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| 45,000,000 |
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| 4,000,000 |
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See accompanying notes to unaudited financial statements. | |||||||||||||||
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OICCO ACQUISITION I, INC. | ||||||||||
(A Development Stage Company) | ||||||||||
Statements of Cash Flows (unaudited) | ||||||||||
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| Period from July 24, 2009 (Inception) to | |
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| Six months ended June 30, |
| June 30, 2013 | |||||
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| 2013 |
| 2012 |
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Cash flows from operating activities |
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| Net loss | $ | (3,020) |
| $ | (11,170) |
| $ | (65,440) |
| Adjustments to reconcile net loss to net cash used by operating activities |
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| Common stock issued for services |
| - |
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| - |
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| 5,908 |
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| Common stock issued for acquisition |
| - |
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| - |
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| 4,000 |
| Changes in operating liabilities: |
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| Accounts payable |
| 2,620 |
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| 11,170 |
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| 21,070 |
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| Accounts Payable - Related Party |
| 400 |
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| - |
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| 15,967 |
Net cash used in operating activities |
| (400) |
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| - |
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| (18,495) | ||
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Cash flows from investing activities |
| - |
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| - |
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| - | ||
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Cash flows from financing activities |
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| Proceeds from sale of stock |
| - |
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| 20,000 |
Net cash provided by financing activities |
| - |
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| - |
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| 20,000 | ||
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| Net change in cash |
| - |
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| - |
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| 1,505 |
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| Cash at beginning of period |
| 1,505 |
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| - |
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| - |
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| Cash at end of period | $ | 1,505 |
| $ | - |
| $ | 1,505 |
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Supplemental cash flow information |
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| Cash paid for interest | $ | - |
| $ | - |
| $ | - |
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| Cash paid for income taxes | $ | - |
| $ | - |
| $ | - |
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See accompanying notes to unaudited financial statements. | ||||||||||
7
OICCO ACQUISITION I, INC.
Notes to Financial Statements
June 30, 2013
NOTE 1 – BASIS OF PRESENTATION
The accompanying interim financial statements of OICco Acquisition I, Inc (“the Company”) have been prepared without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows as of June 30, 2013, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2012 audited financial statements. The results of operations for the periods ended June 30, 2013 and 2012 are not necessarily indicative of the operating results for the full years.
NOTE 2 – GOING CONCERN
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – RELATED PARTY LOANS
From inception on July 24, 2009 to June 30, 2013, the Company has received loans from a related party totaling $15,967 including $400 during the six months ended June 30, 2013 to fund operations. These loans are non interest bearing, due on demand and as such are included in current liabilities.
NOTE 4 – SUBSEQUENT EVENTS
In July 2013, Imperial Automotive Group, Inc. returned the 40,000,000 common shares in relation to the share exchange agreement, and remains a subsidiary of the Company.
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Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Company is in its initial stages of development with no revenues or income and is subject to all the risks inherent in the creation of a new business. Since the Company’s principal activities to date have been limited to organizational activities and prospect development, it has no record of any revenue-producing operations. Consequently, there is no operating history upon which to base an assumption that the Company will be able to achieve its business plans.
Critical Accounting Policy and Estimates
Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Results of Operations
We have had no operating revenues since our inception on July 24, 2009 through June 30, 2013, and have incurred operating expenses in the amount of $65,440 for the same period. Our activities have been primarily financed from the proceeds of share subscriptions and loans.
For the three months ended June 30, 2013, professional fees expenses were $3,020, compared to $1,000 for the three months ended June 30, 2013.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Not Required
Item 4T.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined by Rule 13-15(e) under the Securities Exchange Act of 1934) under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers have concluded that the Company’s disclosure controls and procedures were not effective.
The Company also maintains a system of internal accounting controls that is designed to provide assurance that assets are safeguarded and that transactions are executed in accordance with management’s authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness.
Changes in Internal Controls
There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls as of the end of the period covered by the report and up to the filing date of this Quarterly Report on Form 10-Q. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
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PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.
Item.2.
Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Removed and Reserved
None.
Item 5.
Other Information
None.
Item 6.
Exhibits
The following exhibits are filed herewith:
Exhibit Number | Exhibit Description |
31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| OICco Acquisition, Inc. |
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Date: August 6, 2013 | By:/s/ Miguel Dotres |
| President, CEO, and Director |
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