U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006
Commission file number 0-5186
UraniumCore Company
(Formerly OCG Technology, Inc.)
Delaware 13-2643655
(State or other jurisdiction of (I.R.S. Employerincorporation of organization) Identification No.)
56 Harrison Street, New Rochelle, New York 10801
(Address of Principal Executive Offices)
604-683-2220
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
Class Outstanding as of March 31, 2006
Common Stock, $0.01 par value 49,901,121
UraniumCore Company
INDEX
PART 1. FINANCIAL INFORMATION PAGE NUMBER
Item 1. Financial Statements
March 31, 2006 and December 31, 2005
Six and Nine Months Ended March 31, 2006 and 2005
the Six and Nine Months Ended March 31, 2006 and 2005
Financial Condition and Results of Operations
PART I - FINANCIAL INFORMATION
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
(UNAUDITED)
| | | | March 31, 2006 | | | December 31,2005 2005 | |
| ASSETS | | | | | | | |
| Current Assets: | | | | | | | |
Total current assets from discontinued operations | | $ | - | | $ | - | |
| | | | | | | | |
| Other assets from discontinued operations | | | | | | - | |
Total assets | | $ | - | | $ | - | |
| | | | | | | | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | | |
| Current liabilities: | | | | | | | |
Current Liabilities | | $ | 40,370 | | $ | - | |
Current liabilities from discontinued operations | | | - | | | - | |
| | | | | | | | |
| Other liabilities from discontinued operations | | | | | | - | |
Total liabilities | | | 34,350 | | | - | |
| | | | | | | | |
| Shareholders' deficit: | | | | | | | |
Series C Preferred stock $.10 par value (200,000 authorized, issued & outstanding) | | | 20,000 | | | 20,000 | |
Series E Preferred stock $.10 par value (100,000 authorized; 33,333 issued and outstanding) | | | 3,333 | | | 3,333 | |
Series F Preferred stock $.10 par value (400,000 authorized; 147,569 issued and outstanding) | | | 14,757 | | | 14,757 | |
Common stock $.01 par value (100,000,000 authorized; 166,337 issued & outstanding) | | | 499,011 | | | 499,011 | |
| Additional paid-in capital | | | 19,299,184 | | | 19,299,184 | |
| Accumulated deficit | | | (19,848,505 | ) | | (19,773,785 | ) |
| Less: Treasury stock, at cost (41.666 shares) | | | (62,500 | ) | | (62,500 | ) |
Total shareholders' deficit | | | (34,500 | ) | | - | |
Total liabilities and shareholders' deficit | | $ | - | | $ | 88,354 | |
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
(UNAUDITED)
| | | Three Months Ended | | Nine Months Ended | |
| | | March 31 | | March 31 | |
| | | 2006 | | 2005 | | 2006 | | 2005 | |
| | | | | | | | | | |
| General and Administrative Expense | | $ | (40,370 | ) | | | | $ | $ (40,370 | ) | $ | | |
| Net loss from discontinued operations | | | - | | | (57,188 | ) | | (139,863 | ) | | (294,922 | ) |
| Net Loss | | | (40,370 | ) | | (57,188 | ) | | (180,233 | ) | | (294,922 | ) |
| | | | | | | | | | | | | | |
| Weighted average number of shares outstanding during the period | | | 162,742 | | | 159,146 | | | 162,742 | | | 159,146 | |
| | | | | | | | | | | | | | |
Loss per common share - basic and diluted | | $ | (.00 | ) | $ | (.00 | ) | $ | (.00 | ) | $ | (.00 | ) |
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
(UNAUDITED)
Nine Months Ended March 31
| | | 2006 | | 2005 | |
| Cash flows from operating activities: | | | | | |
Net cash flows from operating activities | | | 40,370 | | | | |
Net loss from discontinued operations | | $ | (139,863 | ) | $ | (294,922 | ) |
Adjustments to reconcile net loss to net cash used | | | | | | | |
in operating activities: | | | | | | | |
Depreciation and amortization | | | 3,526 | | | 18,820 | |
Issuance of stock and warrants for services | | | 10,339 | | | - | |
Loss from sale of securities | | | - | | | 41,300 | |
| | | | | | | | |
| Changes in assets and liabilities | | | | | | | |
Receivables | | | 787 | | | (5690 | ) |
Prepaid expenses and other current assets | | | - | | | | |
Inventory | | | 13,918 | | | (5895 | ) |
| Deferred income | | | 60,000 | | | | |
Other current asset | | | - | | | 53,332 | |
Accounts payable and accrued expenses | | | 68,235 | | | 13,417 | |
Total adjustment | | | 156,805 | | | 115,284 | |
Net cash used in operating activities | | | 23,428 | | | 179,638 | |
| | | | | | | | |
| Cash flows from investing activities: | | | | | | | |
| | | | | | | | |
Capitalized software development costs | | | (47,604 | ) | | - | |
Proceeds from sale of marketable securities | | | - | | | 5,000 | |
Increase in property and equipment | | | (1,947 | ) | | - | |
Net cash used in investing activities | | | (49,551 | ) | | 5000 | |
| | | | | | | | |
| Cash flows from financing activities: | | | | | | | |
Increase (decrease) in loans payable - bank | | | 57,000 | | | 8,666 | |
Increase in note payable | | | (400 | ) | | 125,000 | |
Proceeds from sale of common stock | | | - | | | 43,205 | |
| Decrease in notes payable | | | (175,000 | ) | | - | |
| Proceeds from sale of Series F Preferred Stock | | | 275,000 | | | - | |
| Proceed from sale of common stock | | | | | | 43,205 | |
| Dividend distribution in spin-off | | | 89,725 | | | | |
Net cash provided by financing activities | | | 66,875 | | | 176,871 | |
| | | | | | | | |
| Net increase (decrease) in cash | | | (6,104 | ) | | 2,233 | |
| | | | | | | | |
| Cash and cash equivalents, beginning of period | | | 6,104 | | | 30,431 | |
| | | | | | | | |
| Cash and cash equivalents, end of period | | $ | - | | $ | 32,664 | |
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
NOTE 1 - BASIS OF PRESENTATION
In the opinion of management, the unaudited consolidated condensed financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial statements. Preparing financial statements requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses. Actual results and outcomes may differ significantly from management's estimates and assumptions.
NOTE 2 -GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming that OCG will continue as a going concern. As shown in the accompanying financial statements, OCG has suffered recurring losses from operations. These conditions raise substantial doubt as to OCG's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if OCG is unable to continue as a going concern. Management's plans in regard to these matters are described below. OCG has experienced recurring losses from operations and has relied on the sale of its common and preferred stock and borrowings to fund its operations. If necessary, OCG intends to provide additional working capital through the sale of its equity securities. Although in the past OCG has been able to provide working capital through the sale of its equity securities and borrowings, there can be no assurances that it will succeed in its efforts, which creates doubt about OCG's ability to continue as a going concern.
General
The following discussion and analysis should be read in conjunction with the Consolidated Condensed 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 the Company 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 the Company'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.
The Company has experienced recurring losses from operations and has relied on the sale of equity interests in the Company to fund its operations. If necessary, the Company intends to provide additional working capital through the sale of equity interests in the Company. Although, in the past, the Company has been able to provide working capital through the sale of equity interests in the Company, there can be no assurances that the Company will succeed in its efforts, which creates a doubt about its ability to continue as a going concern.
The Company has disposed of its business through a dividend distribution and intends to commence operations in the Uranium Mining Industry. Our plan is to explore this property to determine whether the property contains minable reserves of uranium.
Total expenditures over the next 12 months are therefore expected to be $650,000. Over the next 24 months we anticipate spending a total of $1,300,000. We will not be able to proceed with our exploration program, or meet our administrative expense requirements, without additional financing. We currently do not have a specific plan of how we will obtain such funding, however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We may also seek to obtain short-term loans from our director, although no such arrangement has been made.
At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing. Due to these factors, raise substantial doubt that the Company will be able to continue as a going concern. To the extent management’s plans are unsuccessful in circumventing the going concern uncertainty; the Company will cease all operations and no longer continue as a going concern.
In addition, we anticipate spending $10,000 on professional fees and $10,000 on other administrative expenses.
An evaluation was carried out under the supervision and with the participation of the Company's management, including the President/Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures. Based on that evaluation, the President/CFO have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and timely reported as provided in the Securities and Exchange Commission rules and forms. The Company periodically reviews the design and effectiveness of our internal controls over financial reporting, including compliance with various laws and regulations that apply to the Company's operations. The Company makes modifications to improve the design and effectiveness of its internal control structure, and may take other corrective action, if the Company's reviews identify deficiencies or weaknesses in its controls. No changes occurred during the quarter ended December 31, 2005 in the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
None.
During the nine months ended September 30, 2005, no shares of the Company's Stock were sold and no warrants to purchase shares were issued.
None.
None.
None.
(a) 31.1 Certification pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002
(b) Reports on Form 8-K
A Report on Form 8-K was filed on January 6, 2006, relating to Item 1.01, Entry into a Material Definitive Agreement; Item 2.01 Completion of Acquisition or Disposition of Assets; Item 5.01 Changes in Control of Registrant; Item 5.02 Departure of Directors or Principal Officers and relates to the sale of shares and the change in control of the Company.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DATED: May 22, 2006 UraniumCore Company
By: Marc Applebaum,
President
Exhibit 31.1
302 CERTIFICATION -SMALL BUSINEES CERTIFICATION OF PRESIDENT
I, Marc Applebaum, President of the Registrant, OCG Technology, Inc. hereby certify that:
1) I have reviewed this quarterly Form 10-QSB for the periods ending March 31, 2006 and 2005 of OCG Technology, Inc.;
2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report;
4) I am solely responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d- 15(f)) for the Registrant and I have:
a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting procedures;
c) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and
d) disclosed in this quarterly report any change in the Registrant’s internal control over financial reporting that occurred during the period ending March 31, 2006 that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5) I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
Date: May 22, 2006
By: Marc Applebaum,
Marc Applebaum
PresidentChief
Financial Officer
Exhibit 32.1
CERTIFICATION OF PRESIDENT/CHIEF EXECUTIVE OFFICER
Pursuant to section 906 of the Sarbanes-Oxkly Act of 2002 (18 U.S.C. ss. 1350), the undersigned, Marc Applebaum, President and Chief Executive Officer, of OCG Technology, Inc., a Delaware corporation, (the "Company"), does hereby certify, to his knowledge, that :
The Quarterly Report on Form 10-QSB for the period ended March 31, 2006, of the Company (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and the information contained in the report fairly presents, in all material respects, the financial condition and result of operations of the Company.
By: Marc Applebaum,
Marc Applebaum
PresidentChief
Financial Officer
May 22, 2006
