UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2000 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from __________ to___________ Commission file number 0-5186 ------------ OCG TECHNOLOGY, INC. --------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) DELAWARE 13-2643655 ------------------------------ -------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 56 Harrison Street, New Rochelle, New York 10801 ------------------------------------------------ (Address of principal executive offices) (914) 576-8457 -------------------------- (Issuer's telephone number) - -------------------------------------------------------------------------- (Former name, address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Class Shares Outstanding at February 1, 2001 - ---------------------------- -------------------------------------- Common Stock ($.01 par value) 34,793,613 Shares OCG TECHNOLOGY, INC. AND SUBSIDIARIES INDEX PAGE NUMBER ----------- PART I. - FINANCIAL INFORMATION - -------------------------------- Item 1. Financial Statements Consolidated Condensed Balance Sheets December 31, 2000 and June 30, 2000 1 Consolidated Condensed Statements of Loss for the Three Months and Six Months Ended December 31, 2000 and 1999 2 Consolidated Condensed Statements of Cash Flows for the Six Months Ended December 31, 2000 and 1999 3 Notes to Consolidated Condensed Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 PART II. - OTHER INFORMATION - ---------------------------- Item 6. Exhibits and Reports on Form 8-K 10 				OCG TECHNOLOGY, INC. AND SUBSIDIARIES 				CONSOLIDATED CONDENSED BALANCE SHEETS DECEMBER 31, 2000 JUNE 30, 2000 ASSETS (UNAUDITED) (AUDITED) Current Assets: Cash $ 62,541 $ 37,829 Accounts receivable 0 7,025 Receivable, Sale of business 0 39,908 Other current assets 2,219 45,304 ------------- ------------- Total current assets 64,760 130,066 Property and equipment, net of accumulated depreciation of ($562,298) ($482,020) 57,907 77,656 Capitalized software costs, net of accumulated amortization of ($51,584) ($26,000) 204,254 229,838 Other assets 4,972 4,972 ------------- ------------- Total assets $ 331,893 $ 442,532 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 28,428 $ 46,605 Notes Payable 85,000 50,000 ------------- ------------- Total current liabilities 113,428 96,605 ------------- ------------- Shareholders' equity: (Note 4) Preferred stock $.10 par value, Series E 10,000 10,000 Common stock $.01 par value 347,936 321,755 Additional paid-in capital 24,617,020 24,391,201 Accumulated Deficit (24,337,991) (23,958,529) Stock subscriptions receivable (356,000) (356,000) ------------- ------------- 280,965 408,427 Less treasury stock, at cost (12,500 shares) (62,500) (62,500) ------------- ------------- Total shareholders' equity 218,465 345,927 ------------- ------------- Total liabilities and shareholders' equity $ 331,893 $ 442,532 ============= ============= See accompanying notes to consolidated condensed financial statements -1- OCG TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, SIX MONTHS ENDED DECEMBER 31, 2000 1999 2000 1999 Revenue: Sales $ 24,909 $ 25,500 $ 25,730 $ 30,000 ---------- ---------- ---------- ---------- Costs and expenses: Marketing, general and administrative 43,513 132,295 100,244 287,777 Depreciation and amortization 25,135 14,625 45,688 29,539 Product development costs 130,922 103,382 259,665 215,379 Interest - net (476) (534) (405) (1,065) ---------- ---------- ---------- ---------- Total costs and expenses 199,094 249,768 405,192 531,630 ---------- ---------- ---------- ---------- Loss from continuing operations (174,185) (224,268) (379,462) (501,630) Profit from discontinued operations - - - 16,707 Income from sale of business - - - 365,932 ---------- ---------- ---------- ---------- Net profit (loss) $ (174,185) $ (224,268) $ (379,462) $ (118,991) ========== ========== ========== ========== Weighted average number of shares outstanding during the period 32,320,485 30,870,898 33,123,436 30,784,453 ========== ========== ========== ========== Loss per Common Share $(0.01) $(0.01) $(0.01) $(0.01) ========== ========== ========== ========== See accompanying notes to consolidated condensed financial statements -2- OCG TECHNOLOGY, INC. AND SUBSIDIARIES STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED DECEMBER 31, 2000 1999 Cash flows from operating activities: Net income (loss) $(379,462) $ (501,630) ---------- ----------- Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 45,688 29,539 Issuance of stock and warrants for services 12,000 91,687 Amortization of Black Scholes valuation 0 102,035 Changes in assets and liabilities (Increase) decrease in receivables 7,025 (122,626) Decrease in receivables (sale of business) 39,908 0 (Increase) decrease in other current assets 43,086 (11,384) (Increase) decrease in property and equipment (355) (9,741) (Increase) decrease in other assets 0 (28,670) (Decrease) in accounts payable and accrued expenses (18,177) (40,243) ---------- ----------- Total adjustments 129,175 10,597 ---------- ----------- Net cash used in operating activities (250,288) (491,033) ---------- ----------- Cash flows from investing activities: Profit from discontinued operations 0 16,707 Proceeds from sale of business 0 365,932 ---------- ----------- 0 382,639 Cash flows from financing activities: Increase in notes payable 35,000 0 Proceeds from sale of common stock 240,000 95,000 ---------- ----------- Net cash provided by investing and financing activities 275,000 477,639 ---------- ----------- Net increase (decrease) in cash 24,712 (13,394) Cash, beginning of period 37,829 103,408 ---------- ----------- Cash, end of period $ 62,541 $ 90,014 ========== =========== See accompanying notes to consolidated condensed financial statements -3- OCG TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. In the opinion of the Company, (which, together with its subsidiaries, unless the context otherwise requires, is referred to as "OCGT"), the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of December 31, 2000 and the results of operations for the three and six months ended December 31, 2000 and 1999 and the statements of cash flows for the six months ended December 31, 2000 and 1999. The June 30, 2000 balance sheet has been derived from OCGT's audited financial statements. The results of operations for the six months ended December 31, 2000 are not necessarily indicative of the results to be expected for the full year. While OCGT believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in OCGT's latest annual report on Form 10-KSB. The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates continuity of operations and realization of assets and liquidation of liabilities in the ordinary course of business. Because of significant operating losses, OCGT's ability to continue as a going concern is dependent upon its ability to obtain sufficient additional financing and, ultimately, upon future profitable operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should OCGT be unable to continue in existence. 2. Earnings per share is computed using the weighted average number of shares outstanding during the periods. The effect of warrants outstanding would be anti-dilutive. 3. Capital Changes: During the six months ended December 31, 2000, for services rendered in accord with the terms of a consulting agreement, warrants were issued to purchase a total of 30,000 shares of OCGT's common stock at exercise prices ranging between $0.15 to $0.25 per share with exercise dates of said warrants expiring between July 1, to September 1, 2003. OCGT reflected a total expense of $12,000 for the three month period ending December 31, 2000. During the six months ended December 31, 2000, 2,618,056 shares of OCGT's common stock were sold for $240,000 (average price $0.0917 per share). OCG TECHNOLOGY, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS A SUMMARY OF INCREASES (DECREASES) IN THE ITEMS INCLUDED IN THE CONSOLIDATED STATEMENTS OF LOSS IS SHOWN BELOW: General - ------- The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere herein. The following discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and OCGT intends that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements include predictions, estimates and other statements that involve a number of risks and uncertainties. While this outlook represents OCGT's current judgment on the future direction of the business, such risks and uncertainties could cause actual results to differ materially from any future performance suggested herein. OCGT has experienced recurring losses from operations and has relied on the sale of equity interests in OCGT to fund its operations. If necessary, OCGT intends to provide additional working capital through the sale of equity interests in OCGT. Although, in the past, OCGT has been able to provide working capital through the sale of equity interests in OCGT, there can be no assurances that OCGT will succeed in its efforts, which creates a doubt about its ability to continue as a going concern. The results of operations for prior periods is based on OCGT's continuing operations. Results of Operations - --------------------- Total revenues increased $591 and $4,270 for the three and six months ended December 31, 2000, as compared to the same period for 1999, primarily as a result of license revenues. The sales of OCGT and PSI were $3,040 and $22,690 respectively, for the six months ended December 31, 2000. Marketing, general and administrative expenses decreased $88,782 and $205,866 for the three and six months ended December 31, 2000, as compared to the same period for 1999, primarily as a result of the reduction in amortization as a result of the completion of the write off of the capitalized costs. Liquidity and Capital Resources - ------------------------------- At December 31, 2000, OCGT had a current ratio of .57 to 1 compared to 9.0 to 1 as of December 31,1999. The net loss from operations for the six months ended December 31, 2000, was $379,462, of which $97,532 or 26% were non-cash charges. OCGT has experienced recurring losses from operations and has been unable to provide sufficient working capital from operations and has relied significantly on the sale of equity interests in OCGT, and the exercise of warrants and loans from shareholders to fund its operations. OCGT's auditors have included an explanatory paragraph regarding the ability of OCGT to continue as a "going concern". Cash on hand and accounts receivable were $62,541 at December 31, 2000. OCGT also has $356,000 of collateralized demand notes receivable related to the purchase of OCGT's common stock through the exercise of warrants. In the past, OCGT's principal means of overcoming its cash shortfalls from operations was from the sale of OCGT's common stock. During the six months ended December 31, 2000, 2,618,056 shares of OCGT's common stock were sold for $240,000 ($0.092 per share). Although, in the past, OCGT has been able to provide working capital through the sale of equity interests in OCGT and through the exercise of warrants, there can be no assurances that OCGT will succeed in its efforts. Disposition of Assets. - --------------------- On August 2, 1999, pursuant to the terms of an Asset Purchase Agreement, Mooney-Edwards Enterprises, Inc.("MIS"), a wholly owned subsidiary of OCGT, sold substantially all of its 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 ($402,806). PrimeCare Systems, Inc.(" PSI"), a Delaware corporation, was acquired by OCGT as of May 16, 1994. PSI owns all right, title and interest in the PrimeCare(TM) Patient Managment System (the "PrimeCare System(TM), which is protected by copyrights. (Hereafter "OCGT" shall mean OCGT and/or PSI as the context requires). The PrimeCare(TM) System is a patient-physician-staff interactive, computer program that brings efficiencies to the patient/physician encounter while improving the standard of care and reducing costs. Patients interact directly with the PrimeCare(TM) System, during what is usually waiting time. A detailed patient history is obtained without taking any of the physician's time. Patients are seated at a computer and answer complaint-specific questions by using just the number keys to indicate answers that apply to them; no typing or computer skills are required. The software also has bilingual capabilities, allowing Spanish-speaking patients to interact in their preferred language. When the patient questionnaire is completed, the PrimeCare(TM) System creates a preliminary report for the physician to review before examining the patient. The preliminary report contains the patient's current problems, medications and allergies, all positive and significant negative subjective responses, vital signs and a list of the diagnostic considerations triggered by the patient's responses. By freeing up the time physicians would normally have to spend asking patient history questions and recording responses, the PrimeCare(TM) System permits physicians to see more patients in less time. The PrimeCare(TM) System is also easy for the physician to understand and use . The same simple key stroke process lets the physician document: his physical findings, his assessment, the treatment plan, the prescribed medications and select patient education materials. At the conclusion of the encounter a final report of the visit , patient educational materials, and prescriptions are printed for the patient. The principal markets for the PrimeCare(TM) System are ambulatory/outpatient medical facilities, such as, primary care physicians, medical clinics and staff health maintenance organizations. The PrimeCare(TM) System: standardizes the patient record; assures consistency in patient care; creates a patient database for clinical and outcomes research; offers, both local and remote, means for utilization review and quality assurance audits; improves the quality of care; increases efficiency and productivity of the physician's practice; automatically generates a problem list; incorporates patient care algorithms and clinical practice guidelines; permits, both local and remote, on-line electronic retrieval of patient record and hard copy print out with appropriate security controls; enables rapid access to important patient data for clinical care; contains and provides patient education, complaint oriented and medication specific; provides physician reference materials. The PrimeCare(TM) System requires continual: (1) updates of medical content; (2) additions and enhancements to expand the scope of the system; and (3) incorporation of advances in both hardware and software technology to maintain a "state of the art" system. The PrimeCare(TM) System utilizes Windows 95/98/NT operating systems and can use either Microsoft's SQL Server or Interbase as a database. It also contains an interface which enables the PrimeCare(TM) System to communicate with other systems used in medical facilities. This provides a method for these systems to transfer information to the PrimeCare(TM) System, such as patient demographics and appointment scheduling. OCGT has also developed an interface to enable the PrimeCare(TM) System to transfer information (such as billing information including E&M codes, ICD9 codes and CPT codes) to these other systems. OCGT has ceased supporting its DOS version of the PrimeCare(TM) System. OCGT has also completed other enhancements and features to the operation of the PrimeCare(TM) System which include: (1) The addition of voice command recognition capability to enable physicians to use voice commands instead of keystrokes or mouse clicks to document normal & abnormal physical findings, the assessment, select tests, treatment plan, prescriptions, drug interaction checks, patient education materials to be dispensed and schedule follow-up visits. (2) As an additional option, a touch screen may be used by the patient and physician instead of the key board, mouse or voice command recognition. All keystrokes, mouse clicks or voice commands are duplicated by the touch screen hardware and software. The PrimeCare(TM) System has been marketed primarily through the following business models: (a) recruitment of value added resellers ("VARs") and authorized dealers; (b) direct sales to large at-risk healthcare entities; and (c) private labeling opportunities. The type of distributors sought by OCGT are those who currently sell, install and service medical office and billing systems to medical facilities. In addition, exhibiting the PrimeCare(TM) System and CodeComplier(TM) at selected health care industry conventions is a component of the marketing and sales program. VARs, who sell, install, and service, billing systems to medical facilities, have agreed to market the PrimeCare(TM) System. However, no assurances can be given that OCGT's marketing plan will succeed. OCGT markets the PrimeCare(TM) System as a service, on a pay for use basis, with a maximum charge of $2.00 per patient visit. This charge per patient visit has been increased from $1.50. This marketing method eliminates a significant financial commitment to purchase the software, plus monthly maintenance charges for updates, and ties the cost directly to use. Physician users have stated that the financial benefits derived by the physician from use of the PrimeCare(TM) System exceeds the $2.00 cost per patient visit. According to the American Medical Association, there are over 650,000 physicians in the U.S. creating a very large potential market for the System. OCGT estimates that as many as 250,000 of these physicians could use the PrimeCare(TM) System routinely. OCGT has not identified any competitive patient management system which embodies all the features of the PrimeCare(TM) System. However, other companies market systems which may have some of the features of the PrimeCare(TM) System and some companies market medical office products which perform different functions than those performed by the PrimeCare(TM) System. To date, market penetration by both PSI and its competitors has been very small. OCGT has developed CodeComplier(TM)a software program which computes the Evaluation and Management billing codes ("E&M code") required by the Health Care Finance Administration and other third party payors. Designed to be used in conjunction with the PrimeCare(TM) System, CodeComplier(TM) takes the guess work out of E&M compliance. As each item of information is entered into and collected by the PrimeCare(TM) System during the patient encounter, the CodeComplier(TM) organizes the data in the proper classification and using the most current HCFA guidelines, automatically calculates the applicable E&M code with a detailed audit trail and report. Since the CodeComplier(TM) automatically calculates the applicable E&M code from data collected by the PrimeCare(TM) System during the patient encounter, it totally eliminates the time and effort which would otherwise be required by physician office personnel to complete this task. The marketing strategy is to offer the CodeComplier(TM) to medical facilities interested in the PrimeCare(TM) System. OCGT markets the CodeComplier(TM) as a service, on a pay for use basis, with a maximum charge of $1.00 per patient visit. This pricing method conforms to OCGT's philosophy of tying the product's cost directly to its use. OCGT believes that the saving in labor costs and other financial benefits derived by the physician from use of the CodeComplier(TM) far exceeds the $1.00 cost per patient visit. OCGT believes that CodeComplier is very marketable because it eliminates these problems. However, no assurances can be given that OCGT's marketing plan will succeed. Revenue Opportunities. - --------------------- OCGT's revenues are primarily derived from marketing the products of its wholly owned subsidiary, PrimeCare Systems, Inc.(" PSI"), a Delaware corporation. (Hereafter, "OCGT" shall mean OCGT and/or PSI as the context requires). OCGT, through PSI, has developed, markets, updates and expands the PrimeCare(TM) Patient Management System (the "PrimeCare(TM) System"), PrimeCareOnTheWeb.com, YourOwnHealth.com, YourOwnDoctor.com and DeniseAustin.com, all of which are protected by copyrights. All of PSI's Web products, other than DeniseAustin.com, are centered on parts of the PrimeCare(TM) System. OCGT believes that the segment of the healthcare market which is capable of generating the greatest revenues through use of its Web sites are physicians and their patients. OCGT's Web products provide significant benefits to physicians, most of which are described above. In addition, industry sources state that on average, a primary care physician sees between 25 and 30 patients per day and practices on average 20 days per month. Assuming 25 patient visits per day, a primary care physician, practicing 20 days per month, conducts 500 patient visits per month. Thus, the estimated potential annual use of PrimeCareOnTheWeb(TM) per physician is 6,000 patient visits. This creates a potentially very large market for our products. We developed PrimeCareOnTheWeb(TM) to reach this market. Rather than charge the physician for the product, we provide the service without charge. We rely on the sale of advertising space to pharmaceutical companies and other health care related companies to generate revenues. Each page has been designed with space for seven advertisements or impressions. PrimeCareOnTheWeb(TM)Questionnaires average 25 pages. Assuming impressions are sold at the rate of $20 per thousand or $0.02 per impression, revenue per questionnaire would be $3.50 ($.14 x 25). Assuming that advertising revenues per completed Questionnaire average $3.50, it is estimated that each 1,000 medical providers that routinely use PrimeCareOnTheWeb(TM) on 75% of their patients could result in annual advertising revenues in excess of $15,000,000 (4,500 patients x $3.50 x 1,000). To reach the physician, we are targeting and will enter into revenue share agreements with physician groups, clinics, hospitals and other medical services organizations (collectively, Provider Organizations") who agree to market OCGT's products to their physicians. OCGT's first arrangement of this type was with AAPP, a not for profit organization of physicians and patients that has two Web sites - SimpleCare.com and AAPP.net. An additional agreement has been entered into with AAPP, which provided for OCGT to design and maintain a system on AAPP's sites to register new Members and for annual Membership renewals. The system has been completed and is operational. OCGT is compensated on a per member registered basis. A more recent agreement was entered into with Hackensack University Medical Center ("HUMC"), an affiliate of the University of Medicine and Dentistry of New Jersey/New Jersey Medical School and member of the University Health System of New Jersey. The agreement provides for OCGT to link three of it's Web sites, PrimeCareOnTheWeb.com, YourOwnDoctor.com, and YourOwnHealth.com, into the Medical Center's Web sites for use by the Medical Center's network of physicians and their patients. This agreement makes PSI's healthcare software readily available, via the Internet, to the Medical Center's more than 1,000 healthcare providers and their patients through the integration of YourOwnDoctor.com into the Medical Center's Web site for physicians, which gives the physicians access to both PrimeCareOnTheWeb.com and YourOwnHealth.com. PSI's interactive Questionnaires and Reports give the physician a comprehensive history of a patient's medical problem accompanied by a list of diagnostic possibilities. The record is created without dictation and transcription costs. This saves the physician considerable time and expense. HUMC believes their physicians will recognize the healthcare benefits and cost efficiencies that PrimeCareOnTheWeb.com and YourOwnHealth.com bring to the physician/patient relationship. The Medical Center will schedule training seminars for physicians and their staffs which will be conducted by PSI's personnel. HUMC's ISP for its physicians and HUMCMD.net are currently being activated and registration to use PrimeCareOnTheWeb has commenced. In late December OCGT entered into an agreement with Hospital Services, Inc, d/b/a Advantage Healthcare Net ("AHN"), www.advantage- healthcare.net. The agreement provides for three of PSI's Web sites PrimeCareOnTheWeb.com, YourOwnDoctor.com, and YourOwnHealth.com, to be linked into AHN's intranet for use by AHN's membership, consisting of approximately 260 health care provider organizations and their staffs, and including more than 2,500 physicians. AHN will market to and encourage use of the PSI sites by their Member organizations. AHN, a group purchasing organization covering North Dakota, South Dakota, Minnesota and eastern Montana, is a Strategic Marketing Affiliate of Salt Lake City-based Intermountain Health Care, (www.IHC.com/Amerinet) one of three shareholders of AmeriNet ( www.Amerinet-GPO.com ), the nation's largest membership-based healthcare group purchasing organization. OCGT is currently in negotiations with other Provider Organizations, all of whom provide an Intranet for their physicians. An article published by the Wharton School of the University of Pennsylvania titled On the Net, RX-rated beats X-rated stated "Pharmaceutical companies currently spend $2 billion in direct-to- consumer advertising. Johnson & Johnson has said it will move 40 percent of its ad budget to the Internet. If everyone moves 40 percent to the Internet, that's almost $1 billion. This could allow many of these online health care content sites to continue offering free information to consumers." OCGT offers pharmaceutical companies focused advertising. For example, on Questionnaires dealing with pain, OCGT can display advertisements for painkillers, anti-inflammatory products, arthritis products, etc. The advertiser is now reaching potential product users. Additionally, OCGT's Questionnaires average 25 pages and take from ten to twenty- five minutes to complete. This provides the pharmaceutical companies with excellent recognition and exposure. OCGT believes that marketing the PSI Web sites to physicians will provide the greatest revenue opportunities for OCGT. However there are no assurances as to the level of usage that will be attained. OCGT will also continue to stimulate usage of OCGT's Web Sites through programs that were previously initiated. OCGT has entered into agreements with other businesses that desire to use OCGT's content on their Web Sites. There are several different types of arrangements that OCGT has entered into. Business to Business Internet Services Agreements - Under this type of agreement, OCGT grants a license to a business (the "User") to link to one or more of OCCT's Web Sites. The User markets OCGT's Web Sites to its visitors and shares in advertising revenues earned by OCGT from use of the Sites by the User's visitors. Business to Business License Agreements - PSI has developed a dynamically generated Interactive Medical Interview System ("IMIS"). The new IMIS technology allows OCGT to license access to the core interview engine of PSI's PrimeCare System in a tailored, customized environment that shares the look and feel of the Licensee's Web application. This licensed product is configured to enable the Licensee to include any or all of PrimeCare's unique medical Questionnaires and Reports, as content on their Web Site without any of OCGT's third party advertisements. This gives the Licensee access to the core interview engine of PrimeCare's unique interactive medical interviews for use within their own system. OCGT retains complete control of the content and the responsibility of maintaining the interview delivery system on a server located at OCGT's facility. The Licensee pays OCGT a setup fee plus an annual license fee. Advertising Revenue Sharing Agreements - Strategic alliances have been created to increase the "unique visits" to YourOwnHealth.com to generate increased advertising revenues. Under these arrangements a portal or search engine links to YourOwnHealth.com to provide their visitors with PrimeCare's interactive medical Questionnaires. Regional Sponsorships - A regional sponsor is generally a hospital that links to YourOwnHealth.com. When a visitor logs on to YourOwnHealth.com from a zip code allocated to a Sponsor Hospital, each page displays the logo and name of the Hospital as the Sponsor. This type of arrangement affords two possible revenue sources. The link from the Sponsor's Web Site generates visitors to YourOwnHealth.com. Additionally, revenues can be generated through Sponsor fees. However, since we are now offering a share of the advertising revenues to hospitals for marketing the OCGT Web sites to their physicians, hospitals may opt to go this route. OCGT is continuing discussions with other healthcare Web Sites to arrange linking and cross linking agreements all of which should increase visits to the OCGT Sites and generate advertising revenues. In addition, OCGT continues to market the PrimeCare Patient Management System and the CodeComplier as turnkey systems within a physician's office. OCGT believes that it could provide sufficient working capital from operations through marketing its Internet products, the Window 95/98/NT version of the PrimeCare(TM) System and CodeComplier(TM). Currently, OCGT has no lines of credit and has no material commitments for capital expenditures outstanding. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 27. - Financial Data Schedule (b) Reports on Form 8-K No Report on Form 8-K was filed during the quarter ended December 31, 2000. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized. OCG TECHNOLOGY, INC. BY /s/Edward C. Levine -------------------- EDWARD C. LEVINE, PRESIDENT (PRINCIPAL FINANCIAL OFFICER) DATED: February 13, 2001